SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For the Period Ended: June 30, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: Annual Report on Form 10-K and
annual financial statements
Part 1 - REGISTRATION INFORMATION
TOPCLICK INTERNATIONAL, INC.
(Full Name of Registrant)
Suite 200, 1636 West 2nd Street,
(Address of Principal Executive Office - Street and Number)
Vancouver, British Columbia, Canada V6J 1H4
(City, State and Zip Code)
PART II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; and
[X] (c) The accountants statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed)
On or about April 23, 1999, the Company filed a voluntary Registration Statement
on Form 10-SB with the Commission. On or about July 8, 1999, the Company filed a
voluntary Registration Statement on Form SB-2 with the Commission, which was
approved subject to clearance by the Company of the Commission's pending
comments on the Company's Registration Statement on Form 10-SB.
The Company is in the process of completing its annual report on Form 10-KSB,
and the Company's independent auditors, Buckley Dodds, Chartered Accountants,
have been required to prepare updated financial statements addressing various
transactions and relationships between the Company, its subsidiary, and its
related parties, and to revise those financial statements to conform with
Generally Accepted Accounting Principles and in resolution of certain accounting
issues in conformity with releases, opinions and interpretations promulgated and
published by the Commission. This has caused unavoidable delays in preparing the
financial statements, such that Buckley-Dodds is unable to furnish the required
financial statements on or before the date on which the Company's annual report
on Form 10-KSB must be filed. Moreover, the Company cannot complete the Form
10-KSB without referencing those financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard Reincke (949) 660.9700
(2) Have all other periodic reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify reports. [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
[ ] Yes [X] No
SIGNATURES. The Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia, on September 28, 1999.
TopClick International, Inc.,
a Delaware corporation
By: /s/ Chris Lewis
---------------------------
Chris Lewis
Its: President
<PAGE>
Statement of Chartered Accountants
I am a partner in Buckley Dodds, the Chartered Accountants for TopClick
International, Inc., the registrant herein. As specified above, on or about
April 23, 1999, the Company filed a voluntary Registration Statement on Form
10-SB with the Commission. On or about July 8, 1999, the Company filed a
voluntary Registration Statement on Form SB-2 with the Commission, which was
approved subject to clearance by the Company of the Commission's pending
comments on the Company's Registration Statement on Form 10-SB.
The Company is in the process of completing its annual report on Form 10-KSB,
and we are in the final stages of completing our audit of the Company's annual
financial statements dated June 30, 1999 for inclusion therein. We are also
withholding our audit opinion subject to our review of the final Company's Form
10-KSB.
/s/ GEOFFREY DODDS, C.A.
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Geoffrey Dodds, C.A.
Buckley Dodds, Chartered Accountants
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