<PAGE>
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 2000
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 000-30382
TOPCLICK INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 330755473
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7676 Hazard Center Drive
Office 10, 5th Floor
San Diego, California 92108
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone No., including area code: (619) 298-8225
---------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
----
As of November 10, 2000, there were 15,128,215 shares of the issuer's Common
Stock outstanding.
<PAGE>
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Unaudited Consolidated Balance Sheets - September 30, 2000 and June
30, 2000
Unaudited Consolidated Statement of Operations - Three Months Ended
September 30, 2000 and 1999 and for the period from May 15, 1998
(Inception) to September 30, 2000
Unaudited Consolidated Statement of Cash Flows - Three Months Ended
September 30, 2000 and 1999 and for the period from May 15, 1998
(Inception) to September 30, 2000
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Pending Legal Proceedings
Item 2. Changes in Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports Filed on Form 8-K
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
As at September, 2000 and June 30, 2000
September 30 June 30
2000 2000
------------ -------
<S> <C> <C>
Current assets
Cash $ 47,763 $ 165,115
Goods and Services Tax receivable 18,057 53,940
Prepaid expenses 13,518 26,805
Deferred issue costs 15,000 -
Due from related party 36,572 24,166
------------ -------------
130,910 270,026
Property, plant and equipment 98,249 127,971
------------ -------------
Total assets $ 229,159 $ 397,997
============ =============
Current Liabilities
Accounts payable $ 14,808 $ 36,903
------------ -------------
Stockholders' equity
Preferred stock - $0.001 par
value, 20,000 shares authorized,
none issued and outstanding - -
Common stock - $0.001 par value,
99,980,000 shares authorized,
15,128,215 and 13,463,215 shares
outstanding at September 30,
2000 and June 30, 2000
respectively. 15,128 13,463
Additional paid-in capital 2,954,671 2,608,785
Accumulated comprehensive other
income 23,251 25,765
Deficit accumulated during the
development stage (2,778,699) (2,286,919)
-------------- -------------
Total stockholders' equity 214,351 361,094
------------ -------------
Total liabilities and stockholders'
equity $ 229,159 $ 397,997
============ =============
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement of Operations
For the Three Months Ended September 30, 2000 and September 30, 1999
And for the Period from May 15, 1998 (Inception) to September 30, 2000
For the three months ended May 15, 1998
September 30 (Inception) to
2000 1999 September 30,
---- ---- 2000
----
<S> <C> <C> <C>
Revenue - - -
------------ ------------ ----------
Expenses
Advertising and
promotion 10,515 23,255 86,158
Bank charges 127 370 1,764
Consulting fees 300,000 2,007 333,789
Contractor fees 30,515 71,920 628,627
Depreciation 8,649 1,582 44,973
Director fees - - 50,124
Internet services 2,512 10,692 100,505
Investor relations - - 108,923
Office and general 16,524 13,197 165,684
Professional fees 266 26,726 200,845
Rent 22,641 10,152 122,814
Salaries and benefits 54,158 19,687 414,922
Stock based compensation 6,300 - 119,427
Telephone and utilities 3,527 2,437 17,265
Transfer agent and
registrar - - 12,754
Travel and automobile 18,352 22,986 111,059
Loss of sale of furniture
and equipment 2,030 - 2,030
Impairment of long-lived
assets 16,503 - 16,503
Write off development
costs - - 260,019
----------- ------------- ----------
492,619 205,011 2,798,185
----------- ------------- ----------
Operating loss (492,619) (205,011) (2,798,185)
Other items
Interest income 839 24 57,478
Write off deferred
charges - - (3,978)
Litigation settlement - - (34,014)
----------- ------------- ----------
839 24 19,486
----------- ------------- ----------
Net loss for the period (491,780) (204,987) (2,778,699)
Accumulated deficit,
beginning of period (2,286,919) (464,014) -
----------- ------------- ----------
Accumulated deficit,
end of period (2,778,699) (669,001) (2,778,699)
----------- ------------- ----------
Weighted average shares 13,730,661 13,407,473
Loss per share (0.04) (0.02)
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement of Cash Flows
For the Three Months Ended September 30, 2000 and 1999
And for the Period from May 15, 1998 (Inception) to March 31, 2000
Three Months Three Months Period from
Ended Ended May 15, 1988
September 30 September 30 (Inception)
2000 1999 to September
------------- ------------ 30, 2000
------------
<S> <C> <C> <C>
Cash provided by (used in)
Operating activities
Net (loss) for the
period $(491,780) $(204,987) (2,778,699)
Items not involving cash:
Write-off of deferred
charges - - 3,978
Depreciation 8,649 1,582 44,972
Loss on sale of
equipment 2,030 - 2,030
Charge for impairment
of long-lived
assets 16,503 - 16,503
Issuance of shares for
directors fees - - 25,000
Issuance of shares for
contractor fees and
salaries 41,250 - 66,250
Issuance of shares for
consulting fees 300,000 - 300,000
Write-off of development
cost - - 260,019
Stock based
compensation 6,300 - 119,427
Changes in non-cash working
capital
Goods and Services Tax
receivable 35,640 (8,615) (18,301)
Prepaid expenses 13,105 (4,815) (13,700)
Accounts payable (21,904) 10,990 11,156
Due to related party (12,900) (450) (37,066)
----------- ----------- -----------
(103,107) (206,295) (1,998,431)
Financing activities
Proceeds from issuance
of common stock - - 2,307,115
Deferred issue costs (15,000) - (15,000)
----------- ----------- -----------
(15,000) - 2,292,115
----------- ----------- -----------
Investing activities
Acquisition of property,
plant and equipment - (47,183) (174,370)
Proceeds on disposition
of furniture and
equipment 1,214 - 1,214
Software development
costs - (50,386) (101,394)
----------- ----------- -----------
1,214 (97,569) (274,550)
Foreign exchange adjustment (459) - 25,306
----------- ----------- -----------
Increase (decrease) in
cash (117,352) (303,864) 44,440
Cash, beginning of period 165,115 1,702,291 3,323
----------- ----------- -----------
Cash, end of period $ 47,763 $1,398,427 $ 47,763
----------- ----------- -----------
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
<PAGE>
TopClick International, Inc.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 AND 1999
NOTE 1. BASIS OF PRESENTATION
These condensed consolidated financial statements are unaudited and
reflect all adjustments that, in our opinion, are necessary for a fair
presentation of financial position, results of operations, comprehensive
income and cash flows at September 30, 2000 and for the periods then
ended. All such adjustments are of a normal recurring nature. The results
of operations for the current interim period are not necessarily
indicative of results to be expected for the current year or any other
period. Certain amounts have been reclassified to conform to the fiscal
2001 presentation.
These consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto for
the year ended June 30, 2000 included in our Form 10-KSB as filed with
the Securities and Exchange Commission. The results of operations for the
period ended September 30, 2000 are not necessarily indicative of the
results to be expected for the year ending June 30, 2001.
NOTE 2. GOING CONCERN
The Company's consolidated financial statements are prepared using the
generally accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company has
no current sources of revenue. Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern. It is management's plan to seek additional capital through
equity financings.
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------ ----------
<S> <C> <C>
Deficit accumulated during the
development stage $(2,778,699) $ (2,286,919)
Working capital 116,102 233,123
</TABLE>
NOTE 3. STOCK ISSUANCES
In August 2000, the Company issued 165,000 shares of common stock, at a
deemed value of $0.25 per share, to contractors and employees of the
Company as compensation for services provided.
In September 2000, the Company issued 1,500,000 shares of common stock,
at a deemed value of $0.20 per share, to a consultant for services
rendered.
NOTE 4. IMPAIRMENT OF LONG-LIVED ASSETS
Certain assets not required for ongoing operations were sold subsequent
to September 30, 2000 resulting in a charge of approximately $16,500 to
reflect a reduction in their carrying value to approximate their fair
value.
NOTE 5. STOCK OPTIONS
We have a 1999 Stock Option Plan (the "Plan") to provide incentives to
employees, directors and consultants. The maximum term of options granted
under the Plan is ten years. The Board of Directors has the exclusive
power over the granting of options and their vesting provisions. In
August 2000, the Board of Directors repriced options to employees and
contractors so that the exercise price was reduced from $0.50 per share
to $0.25 per share. This repricing did not increase the fair value of
stock options granted due to the decline in the Company's stock price
since the options were originally awarded. Stock options for common stock
are set out below. There were no comparative figures for the three months
ended September 30, 2000.
<TABLE>
<CAPTION>
Shares Weighted Avg.
Exercise Price
------- --------------
<S> <C> <C> <C>
Outstanding -June 30, 2000 1,430,250 $ 0.56
Granted during the period - -
Exercised during the period - -
Forfeited during the period (67,500) $ 1.00
----------- ----------
Outstanding -September 30, 2000 1,362,750 $ 0.36
=========== ==========
Exercisable -September 30, 2000 953,875 $ 0.41
=========== ==========
</TABLE>
Following is a summary of the status of options at September 30, 2000:
<TABLE>
<CAPTION>
Outstanding Options Exercisable Options
Weighted
Average Weighted Weighted
Remaining Average Average
Exercise Contrac- Exercise Exercise
Price Number tual Life Price Number Price
---------- ------ --------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
$ 0.25 959,250 2.6 $ 0.25 542,875 $ 0.25
0.50 275,000 0.7 0.50 275,000 0.50
0.70 46,000 0.7 0.70 46,000 0.70
1.00 82,500 0.8 1.00 90,000 1.00
---------- ----------
1,362,750 953,875
========== ==========
</TABLE>
NOTE 6.SEGMENTED INFORMATION
Substantially all of the Company's operations are conducted in one
industry segment in Canada.
Item 2. Plan of Operation
THIS REPORT SPECIFIES FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY
INCLUDING, WITHOUT LIMITATION, FORWARD-LOOKING STATEMENTS REGARDING THE
COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS AND FUTURE STRATEGIES. FORWARD-
LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS
AND ARE NOT BASED ON HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "COULD",
"MAY","WILL", "EXPECT", "SHALL", "ESTIMATE", "ANTICIPATE", "PROBABLE",
"POSSIBLE","SHOULD", "CONTINUE", "INTEND" OR SIMILAR TERMS, VARIATIONS OF
THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THIS REPORT HAVE BEEN COMPILED BY MANAGEMENT OF THE COMPANY ON
THE BASIS OFASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE
REASONABLE.FUTURE OPERATING RESULTS OF THE COMPANY, HOWEVER, ARE IMPOSSIBLE TO
PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM
THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THIS REPORT REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO
UNCERTAINTYAS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHERCIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS
FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO
THE EXTENTTHAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY
SUBSTANTIALLY FROMANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO
OPINION IS EXPRESSED ONTHE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS.
IN ADDITION, THOSEFORWARD-LOOKING STATEMENTS HAVE BEEN COMPILED AS OF THE DATE
OF THIS REPORT ANDSHOULD BE EVALUATED WITH CONSIDERATION OF ANY CHANGES
OCCURRING AFTER THE DATEOF THIS REPORT. NO ASSURANCE CAN BE GIVEN THAT ANY OF
THE ASSUMPTIONS RELATINGTO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THIS
REPORT ARE ACCURATE, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH
FORWARD-LOOKING STATEMENTS.
Sources of Cash
The Company's primary source of cash has been from the issuance of the
Company's equity securities. In January 1999, the Company entered into a
Financing Agreement which provided the Company with gross proceeds of
$2,000,000. The Company is attempting to obtain additional financing at
commercially reasonable rates but has not closed a financing since February
1999. There can be no assurance that any required additional financing will be
available on favourable terms, or at all. If additional funds are raised by
the issuance of equity securities, stockholders may experience dilution of
their ownership interest and these securities may have rights senior to those
of the holders of the common stock. If additional funds are raised by the
issuance of debt, the Company may be subject to certain limitations on
operations, including limitations on the payment of dividends. If adequate
funds are not available or are not available on acceptable terms, this could
have a materially adverse effect on the Company's business, financial
condition and results of operations.
In April 2000, the directors of the Company realized that there was
insufficient cash to fund operations at the prevailing expenditure rate.
Accordingly, the directors implemented a plan, the "April Reorganization"
plan, further to which the majority of the Company's employees were terminated
and expenditures were curtailed. As a result of the April Reorganization plan,
monthly cash expenditures have been reduced from approximately $150,000 per
month to approximately $55,000 per month. At the September 30, 2000, the
Company had cash reserves of $47,800, which in combination with proceeds from
the sale of assets was sufficient to fund operations until November 15, 2000.
Realization of receivable amounts may generate more cash to support
operations. The Company's operations are currently being funded by creditors.
The failure of the Company to obtain additional financing will significantly
limit or eliminate the Company's ability to fund its research and development
activities, which will have a materially adverse effect on the Company's
ability to continue its operations.
Operating Results
In the three months ended September 30, 2000, expenses increased to $492,600
from $205,000 in the corresponding period a year earlier. The increase in
expenses was primarily due to consulting fees in the quarter and increased
rent and impairment of long lived assets offset by reduced office expenses and
advertising and promotion. Reduced office, advertising and promotion expenses
reflect a reduced level of overall activity. The consulting fees relate to
business consulting services regarding an evaluation of the Company's
strategic direction. Rent expense has increased compared to the previous
fiscal year since the Company now maintains a facility in San Diego. The
charge for impairment of long-lived assets represents a write down of
furniture and computers that were sold after the quarter-end. The assets sold
have been written down to their net realizable value.
The Company's loss from operations increased from $2.28 million for the period
from inception (May 15, 1998) through June 30, 2000 to $2.78 million for the
period from inception to September 30, 2000. The Company's net loss for the
three month period ended September 30, 2000 was $491,800 compared to $205,000
in the corresponding period in the prior fiscal year. The increase in the net
loss was largely due to additional operating expenses, although interest
income was up slightly over the comparative period also.
At September 30, 2000, the Company had $47,800 in cash. Management of the
Company intends to use these funds to finance operations. At the date of this
report, cash on hand will be required to discharge liabilities.
The Company's ability to generate significant revenue is uncertain. Losses
from operations and negative cash flow are expected to continue for the
foreseeable future, at least through fiscal 2001, if cash is available to fund
operations. Future expense trends will depend on the ability of the Company to
obtain additional financing. Although the expectation is to begin generating
revenues within six months, these revenues are projected to be substantially
less than expenses for fiscal 2001. If the Company does not obtain further
financing, revenue does not increase and if spending levels are not adjusted
accordingly, the Company will not achieve profitability, which would have a
materially adverse effect on business, financial condition and results of
operations. Even if profitability is achieved, it may not be sustained or
increased on a quarterly or annual basis in the future.
The Company uses the local currency, which is the Canadian dollar, as its
functional currency. Assets and liabilities denominated in the foreign
functional currency are translated at the exchange rate of the balance sheet
date. Translation adjustments are recorded as a separate component of the
shareholders' equity. Interest income and expenses denominated in foreign
currency are translated at the weighted average exchange rate for the period.
At September 30, 2000, most of the Company's financial instruments were
denominated in United States dollars.
Company's Plan of Operation for Next 12 Months
The Company has developed and launched a substantial privacy-based information
site (www.topclick.com) with thousands of links to privacy issues, news, books
and organizations.
The Company has developed its own back-end technology infrastructure to
deliver sponsor placement messages on a rotating basis to potential site
sponsors and has attracted several sponsors to place sponsor messages onto the
site on a trial basis. The company believes that it can generate significant
revenues from the sale of sponsorship to its highly targeted audience of
privacy-concerned customers and has developed a flexible rate card to attract
sponsors at different sponsorship and pricing levels.
The company takes a very different approach to sponsorship to traditional
banner advertisement strategies. The www.topclick.com home page has
straightforward text placement links, whereas the Search Results page of the
site has the capability to deliver a completely sponsor-branded results page,
offering the sponsor a high impact message placement.
The Company can also deliver promotional messages through this system to
represent other businesses with which it has developed revenue-sharing
relationships. For example, in September 2000 the Company announced a
partnership with www.chooseyourmail.com, a permission email service that will
pay the company 40% of all revenues generated from subscribers that sign up
for the service via the Company's web site.
The Company has retained the services of certain key individuals through
management services agreements for day-to-day management and marketing of the
web site. TopClick intends to compensate these individuals through a
combination of cash and stock and to qualify that stock for trading at the
earliest opportunity. The Company is currently being funded by creditors and
does not have cash on hand to discharge all liabilities in the ordinary
course.
On September 25, 2000 the company announced the appointment of iCapital
Corporation Investment Bank to advise the company on business strategy and
sources of funding. The company plans to seek merger acquisition candidates as
part of a development plan to diversify its holdings, create earnings, and
maximize shareholder value.
Subject to securing funding, the company plans to scale down its Canadian
operations and to increase its US presence.
This operating plan is subject to a number of material risks.
INADEQUATE WORKING CAPITAL - At the date of this report, the Company's current
liabilities exceed its current assets. The Company is relying on services
provided by creditors and is not able to pay all its liabilities in the
ordinary course. Unless the Company can raise additional funds in the very
near term, it will have to cease operations.
COMMITMENT OF KEY EMPLOYEES AND CONTRACTORS - There can be no assurance the
Company will be able to maintain the continued commitment of key individuals.
If these individuals were to cease working for the Company it is possible that
the Company would be unable to complete development of products services
currently being developed. If any of the contractors were to cease working for
the Company, there could be a materially adverse impact on the operations of
the Company.
ABILITY TO GENERATE REVENUES - There can be no assurance that the Company will
be able to generate sufficient revenues over the coming six months or at all.
Failure to generate sufficient revenues to cover operating expenses could have
a materially adverse effect on the operations of the Company.
DEVELOPING SITE TRAFFIC
In August 2000 www.topclick.com delivered almost 750,000 page impressions to
60,000 unique visitors, a 16% growth on the previous month's performance.
Amongst its services, www.topclick.com offers what we believe is the
Internet's' only privacy-based search engine.
The company offers an affiliate partnership program whereby other web sites
can place the www.topclick.com search engine onto their site as a free service
to their customers; by August 31, 2000 the company had successfully signed 236
web sites onto this program.
NAME IDENTIFICATION
The Company has purchased additional domain names and will attempt to prevent
third parties from adopting names similar to TopClick. The Company has entered
into various domain name registration agreements for Topsearches.com,
Mytopclick.com, TopClicking.com, TopClick-Inc.com, TopClickinc.com, Top-
Clicks.net, TopClick.net, TopClicks.net, TopClicks.com, Top-click.com, Top-
clicks.com, Top-click.net, Lookmarks.com, Allownet and Allowmail with Network
Solutions, Inc. ("NSI").
NSI is responsible for the registration of second-level Internet domain names
in the top level COM, ORG, NET, and EDU domains. NSI registers these second-
level domain names on a first come first served basis. By registering a domain
name, NSI does not determine the legality of the domain name registration, or
otherwise evaluate whether that registration or use may infringe upon the
rights of a third party. Effective February 25, 1998, NSI revised its domain
name dispute policy which provides, among other things, that if a registrant
files a civil action related to the registration and use of a domain name, and
provides NSI with a copy of the file-stamped complaint, NSI will maintain the
status quo ante of the domain name record pending a final or temporary
decision of that court. In such cases, NSI will deposit control of the domain
name into the registry of the court by supplying the registrant with the
registry certificate for deposit. While the domain name is in the registry of
the court, NSI will not make any changes to the domain name record unless
ordered by the court. The Company believes that this revision to NSI's domain
name dispute policy will discourage frivolous claims against the domain names
held by the Company. Domain name registrations are effective for two years and
may be renewed year-to-year thereafter.
THE COMPANY'S CONTINGENCY PLANS. To prevent electrical failures from
adversely affecting the Company's operations, the Company performs regularly
scheduled data backups and connects its computer system to backup power
systems. Through the Year 2000, the Company will continue to communicate with
its electrical and telecommunications providers to remain informed about (I)
the status of such suppliers' Y2K compliance, and (ii) the potential impact
that the failure of these suppliers to become Y2K compliant will have on the
Company.
EMPLOYEES. During the next 12 months, depending on the availablity of funding
and the success of the Company's market expansion plan, the Company may hire
up to 20 additional employees; however, the Company is not able to provide a
reasonable estimate of the number of such additional employees which may be
required at this time.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal actions pending against the Company nor are any such legal
actions contemplated.
Item 2. Changes in Securities
During the three months ended September 30, 2000, the Company issued the
following unregistered securities:
(a) In August 2000, the Company issued 165,000 shares of common stock,
at a price of $0.25 per share, to contractors and employees of the
Company as compensation for services provided.
(b) In September 2000, the Company issued 1,500,000 shares of common
stock, at a price of $0.20 per share, to a consultiant as
compensation for services provided.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
The Company has not filed any exhibits on Form 8-K with the Commission during
the three-month period ending September 30, 2000.
On September 25, 2000 the Company filed a report on Form 8-K pursuant to Items
4 and 7 of such Form, regarding a change of the Company's accountants.
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the San Diego, California, on November 20, 2000.
TOPCLICK INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Chris Lewis
------------------------
Its: President
