SecProbe.io

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                                clickNsettle.com, Inc.
                                990 Stewart Avenue, 1st Floor
                                Garden City, NY 11530

March 23, 2005

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention:  Mr. Wilson K. Lee
            Staff Accountant
            Division of Corporation Finance

RE:   clickNsettle.com, Inc.
      Form 10-KSB for the year ended 6/30/04
      File No. 000-21419

Dear Mr. Lee:

This is in response to your letter dated March 9, 2005. Specifically,  you posed
the following question:

      Note 14 - Subsequent Event, page F-24

      1.    The Company states "The Board of Directors is negotiating  the terms
            of an asset  purchase  agreement  with the present  Chief  Executive
            Officer of the Company, whereby he, or companies owned by him, would
            assume the assets and liabilities of the ADR business of the Company
            and its future  commitments." Tell us how you considered  paragraphs
            30 and 41 to 44 of SFAS 144 in determining whether to categorize the
            assets of the ADR  business as held for sale and whether to classify
            the sale of this business as  discontinued  operations.  Tell us how
            you applied  this  guidance at year-end  June 30, 2004 as well as at
            the  quarters  ended  September  30, 2004 and  December  31, 2004 or
            revise your financial statements accordingly.

Our response:

We considered the guidance in paragraph 30 of SFAS 144 in determining whether to
classify the assets of the ADR business as held for sale and whether to classify
the sale of

<PAGE>

this business as a discontinued  operation.  Paragraph 30 states that all of the
criteria  enumerated  in items (a)  through (f) must be met for the assets to be
classified  as held for sale.  We do not believe that all such criteria were met
until January 13, 2005. We will present the assets,  liabilities  and results of
operations  of the ADR business as a  discontinued  operation  in the  financial
statements of the Company as of and for the quarter and nine months ending March
31, 2005.

More specifically,  we considered the following in our evaluation of each of the
criteria set forth in paragraph 30:

a) Management,  having the authority to approve the action, commits to a plan to
sell the asset (disposal group).

      Prior to June 30, 2004,  Management  and the Board of  Directors  had been
discussing the financial  status of the ADR business as business volume had been
declining and it appeared that this trend was continuing. In an effort to review
all  possibilities,  the Company  made a press  release in July 2004 that it was
exploring strategic  alternatives.  In response thereto, the Company did receive
inquiries as to a possible  sale of the ADR business.  However,  no decision was
made to sell  the  business  at that  time.  In fact,  at a Board of  Directors'
meeting  held  on  August  13,  2004,  Management  and  the  Board  specifically
considered various  alternatives.  The scenarios presented included (1) continue
to run the ADR business as is; (2)  liquidate  the Company;  (3) continue to run
the Company but with significant  changes which were aimed at reducing costs; or
(4) sell the ADR business  and then have the Company  pursue  another  operating
business.  No decision was made to sell the ADR business  until August 24, 2004.
However,  even at that time,  the sale was subject to entering into a definitive
agreement  and the  receipt of a fairness  opinion.  A fairness  opinion was not
obtained until October 15, 2004 and a definitive  agreement was not signed until
October 18, 2004.  Furthermore,  the transaction required shareholder  approval.
Such  shareholder  approval  was  obtained at the  Company's  Annual  Meeting on
January 13, 2005. Up until that time,  Management  and the Board was prepared to
continue to operate the ADR business in the event that the  transaction  was not
approved.

b) The asset  (disposal  group) is available for  immediate  sale in its present
condition  subject to only terms that are usual and  customary for sales of such
assets (disposal groups).

      The sale of the ADR  business  involved  the sale of assets as well as the
assumption of  liabilities,  most notably the  assumption of lease  commitments.
Such lease  commitments  included leases of office space in Great Neck, New York
and in Brooklyn, New York among others. In order to affect the sale, the Company
had to be released from these  obligations and the leases had to be assigned and
assumed  by the  Buyer.  Although  such  releases  were  not  obtained  from the
landlords  until January 2005, it is feasible that they could have been obtained
earlier and thereby, this criterion would have been satisfied.

c) An active  program to locate a buyer and other  actions  required to complete
the plan to sell the asset (disposal group) have been initiated.

<PAGE>

      Management  and the Board issued a press release in July 2004 which stated
that the Company was exploring strategic alternatives which included but was not
restricted  to the sale of the ADR  business.  The Board did set a deadline  for
bids for the Company to be received by 5pm on August 3, 2004. However, the Board
still had not  determined  that the  strategic  alternative  to be selected  was
limited to the sale of the ADR business.  Also,  even though the Board  approved
the  Asset  Purchase  Agreement  which was  signed on  October  18,  2004,  such
agreement  contained  a clause  that the  Company  retained  the right to have a
so-called  "fiduciary  out" to allow the Company to terminate the Asset Purchase
Agreement.

d) The sale of the asset (disposal  group) is probable and transfer of the asset
(disposal  group) is expected to qualify for  recognition  as a completed  sale,
within one year, except as permitted by paragraph 31.

      Per the  above,  the sale  was  only  deemed  probable  after  shareholder
approval had been  obtained on January 13, 2005. In order to approve the sale, a
majority of the outstanding shares entitled to vote had to be cast affirmatively
rather  than a  majority  of the  votes  cast.  Accordingly,  in order to obtain
approval for the transaction,  over 50% of all outstanding shares had to be cast
in favor thereof.  Management and the Board of Directors and affiliates  thereof
owned 44.5% of the shares.  With  respect to the  remaining  55.5% of the shares
outstanding,  Management had no ability to predict what percentage would vote in
the affirmative, or, of even greater significance,  what percentage of the 55.5%
would actually be voted.  Due to the nature of this  proposal,  brokers were not
able to vote on behalf of the underlying  security holder.  Such security holder
had to vote  him/herself.  As such,  the  outcome of the vote was  difficult  to
forecast and the result was uncertain.

      In the final  analysis,  Management's  view as to the  uncertainty  of the
shareholders  to  actively  cast their  votes was  accurate in that 42.6% of the
outstanding  shares did not cast their  votes.  This  figure  only  needed to be
slightly  higher to reach  50% and the  transaction  would not have  passed as a
majority of the outstanding shares had to be cast affirmatively.

      From  a  purely   mathematical   perspective,   if  44.5%  of  the  shares
(representing  those shares owned by  Management  and the Board of Directors and
affiliates  thereof) were subtracted from the final number of votes cast,  43.4%
of the remaining  non-controlled  shares which were actively  voted needed to be
cast in the  affirmative  in order to approve the sale.  Although the final vote
tally  reflected  that  55.8% of the  outstanding  shares  voted in favor of the
transaction, due to the uncertainty involved, approval was not probable until it
occurred.

e) The asset  (disposal  group) is being  actively  marketed for sale at a price
that is reasonable in relation to its current fair value.

      Per  response  to item c)  above,  the  sale of the ADR  business  was not
determined to be the sole course of action in exploring strategic  alternatives.
With respect to determining a reasonable  price, no determination  had been made
as to the  reasonableness  of such price until an  independent  investment  firm
completed  its study and  reported to  Management  and the Board of Directors on
October 15, 2004.

<PAGE>

f) Actions  required  to complete  the plan  indicate  that it is unlikely  that
significant changes to the plan will be made or that the plan will be withdrawn.

      Per the above,  it was not deemed  unlikely  that changes  would have been
made  concerning  the proposed  transaction  as it was subject to  shareholders'
approval and as the Company  retained  the right to have a so-called  "fiduciary
out" to allow the Company to terminate  the Asset  Purchase  Agreement  should a
better transaction be presented prior to the closing of the sale.

In summary,  we believe that all of the criteria as specified in paragraph 30 of
SFAS 144 were not achieved  until  shareholder  approval was obtained on January
13, 2005. As a result,  in preparing our  financial  statements  for the quarter
ended  December 31, 2004,  we applied the guidance  specified in paragraph 33 of
SFAS 144.  That is, if the  criteria in  paragraph  30 are met after the balance
sheet date but before issuance of the financial  statements,  a long-lived asset
shall continue to be classified as held and used in those  financial  statements
when issued.

For the  quarterly  and  nine-month  period  ending March 31, 2005, we intend to
present our financial statements in accordance with paragraphs 42 and 43 of SFAS
144,  which  will be to  present  the  assets  and  liabilities  and  results of
operations as discontinued operations for all periods presented.

If you have any  questions  or  comments  concerning  the  above,  please do not
hesitate  to  contact  me at  516-794-8950  ext.143.  My  direct  fax  number is
516-213-7600.

Very truly yours,

/s/ Patricia Giuliani-Rheaume
-----------------------------
Patricia Giuliani-Rheaume
Vice President, Chief Financial Officer & Treasurer
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