TOPCLICK INTERNATIONAL INC/DE
8-K, 2000-05-23
BUSINESS SERVICES, NEC
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934




        Date of Report (Date of earliest event reported): May 19, 2000




                          TOPCLICK INTERNATIONAL, INC.
                     -------------------------------------
            (Exact name of registrant as specified in its charter)



     Delaware                        0-30382              33-0755473
- ------------------                 -----------         ----------------
(State or other jurisdiction of    (Commission         (IRS Employer
incorporation or organization)     File No.)           Identification No.)



                        Suite 200, 1636 West 2nd Avenue
                 Vancouver, British Columbia, Canada  V6J 1H4
               ------------------------------------------------
             (Address of principal executive offices)  (Zip Code)


      Registrant's telephone number, including area code:  (604) 737-1127




                        ------------------------------
             (Former name or former address and telephone number,
                         if changed since last report)

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ITEM 4.   CHANGES IN REGISTRANT'S INDEPENDENT PUBLIC ACCOUNTANTS
- ------    ------------------------------------------------------

     Buckley Dodds ("Buckley") has served TopClick International, Inc. (the
"Company") as independent accountants for two years and has advised the
Company on federal, state, and local tax matters.  After an evaluation of
services provided by a number of independent accounting firms, the Company's
Board of Directors has appointed PricewaterhouseCoopers LLP as the Company's
independent accountants.  Prior to its engagement as the Company's independent
accountant, PricewaterhouseCoopers LLP had not been consulted by the Company
either with respect to the application of accounting principles to a specific
transaction or the type of audit opinion that might be rendered on the
Company's financial statements or on any matter that was the subject of any
prior disagreement between the Company and its previous certifying accountant.

     1.   On May 19, 2000, the Company dismissed Buckley as its independent
accountants.

     2.   The reports of Buckley on the financial statements of the Company
and its predecessor companies for each of the past two fiscal years contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.

     3.   The decision to change independent accountants was recommended by
the Company's Audit Committee and unanimously approved by the Board of
Directors.

     4.   During the Company's two most recent fiscal years and through the
date of this report, the Company has had no disagreements with Buckley on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Buckley would have caused them to make reference thereto in
their report on the financial statements of the Company for such years.
During the Company's two most recent fiscal years and through the date of this
report, the Company has had no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K).

     The Company has requested that Buckley furnish it with a letter stating
whether it agrees with the above statements.

ITEM 7:   EXHIBITS
- ------    --------

     (a)       Exhibit
               -------

     Item      Title
     ----      -----

     18.0      Pursuant to Item 304(a)(3) of Regulation S-B, Section
               228.304(a)(3) of the Regulations under the Securities Exchange
               Act of 1934, as amended, the Registrant will furnish the letter
               of Buckley Dodds, former accountants to the Company, within ten
               (10) days.

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                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        TOPCLICK INTERNATIONAL, INC.



Date:  May 23, 2000                     By:  /s/ Chris Lewis
                                             -----------------------------
                                             Chris Lewis, President



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