TOPCLICK INTERNATIONAL INC/DE
8-K, 2000-09-25
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): September 18, 2000




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



     Delaware                           0-30382             33-0755473
-------------------------------    ----------------    --------------------
(State or other jurisdiction of    (Commission file    (IRS Employer
incorporation or organization)     number)             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
------    -------------------------------------------------------

     PricewaterhouseCoopers has served TopClick International, Inc. (the
"Company") as independent accountants for four months 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 Davidson & Company,  LLP as the Company's
independent accountants.  Prior to its engagement as the Company's independent
accountant, Davidson & Company,  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 September 18, 2000, the Company dismissed PricewaterhouseCoopers
as its independent accountants.

     2.   PricewaterhouseCoopers has not rendered an opinion on the financial
statements of the Company or its predecessor companies and as a result there
have been no adverse opinions or disclaimers of opinion and no reports were
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.   Since retaining PricewaterhouseCoopers through the date of this
report, the Company has had no disagreements with PricewaterhouseCoopers 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 PricewaterhouseCoopers would have caused them
to make reference thereto in their report on the financial statements of the
Company for such years. Since retaining PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers, 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:  September 25, 2000          By:  /s/ Chris Lewis
     ---------------------              -----------------------------------
                                        Chris Lewis, President



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