SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
             ACT OF 1934, for the quarter ended September 30, 1999

                            Commission File No. _____

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

           DELAWARE                                     330755473
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                                 (604) 737-1127
              (Registrant's Telephone Number, Including Area Code)

Check whether the registrant (1) has filed all reports required by Section 13 or
15(d) of the  Securities 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 [_]                  No [X]

The number of shares  outstanding  of the issuer's  only class of Common  Stock,
$.001 par value, was 13,407,473 on September 30, 1999.

Transitional Small Business Disclosure format (check one):

                           Yes [_]                  No [X]

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                                                                              1.

                          TOPCLICK INTERNATIONAL, INC.
                      (Formerly Galveston Oil & Gas, Inc.)
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                        AS OF SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to Reader)

<TABLE>
<CAPTION>
                                     ASSETS
                                                               September 30,  September 30,
                                                                    1999          1998
<S>                                                             <C>            <C>
CURRENT
        Cash  (Note 4)                                          $ 1,398,427    $    19,099
        Goods and Services Tax Receivable                            25,029          4,280
        Prepaid rent                                                  4,815           --
                                                                -----------    -----------

                                                                  1,428,271         23,379

PROPERTY, PLANT AND EQUIPMENT ( Note 3)                             118,469         29,642
SOFTWARE DEVELOPMENT COSTS (Note 5)                                 303,521           --
                                                                -----------    -----------

                                                                $ 1,850,261    $    53,021
                                                                ===========    ===========
                                   LIABILITIES

CURRENT
        Accounts payable                                        $    12,579    $     4,453
                                                                -----------    -----------


                              SHAREHOLDERS' EQUITY

Preferred shares, $.001 par value, 20,000 shares
   authorized, none issued and outstanding
Common shares, $.001 par value, 99,980,000 shares
  authorized, 13,407,473 and 2,450,000 issued and outstanding        13,407          2,450

Additional paid - in capital                                      2,465,714         66,198
Cumulative translation adjustment                                    27,562           --
Deficit accumulated during development stage                       (669,001)       (20,080)
                                                                -----------    -----------

                                                                  1,837,682         48,568
                                                                -----------    -----------

                                                                $ 1,850,261    $    53,021
                                                                ===========    ===========

</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.
<PAGE>

                                                                              2.

                          TOPCLICK INTERNATIONAL, INC.
                     (Formerly Galveston Oil and Gas, Inc.)
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
     AND FOR THE PERIOD FROM MAY 15, 1998 (INCEPTION) TO SEPTEMBER 30, 1998
                       (unaudited - See Notice to reader)

<TABLE>
<CAPTION>
                                                         TOPCLICK
                                                         INTERNATIONAL, INC.                                  DEFICIT      TOTAL
                                                         (Formerly Galveston                                  ACCUMULATED  SHARE-
                              TOPCLICK CORPORATION       Oil & Gas, Inc.)          ADDITIONAL    CUMULATIVE   DURING THE   HOLDERS'
                              Common        Common       Common        Common      PAID-IN       TRANSLATION  DEVELOPMENT  EQUITY
                              Shares        Stock        Shares        Stock       CAPITAL       ADJUSTMENT   STAGE        (DEFICIT)
                             ------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>           <C>             <C>        <C>                      <C>
Balance, May 15, 1998
(inception)                        --            --        2,450,000   $   2,450   $   17,456        --       (16,583)        3,323

Net loss for the period            --            --             --          --           --          --        (3,497)       (3,497)
                             ------------------------------------------------------------------------------------------------------

Balance, September 30, 1998        --            --        2,450,000       2,450       17,456        --       (20,080)         (174)

Issued for acquisition of
internet Property             6,972,774       148,550           --          --           --          --          --         148,550

Issued for acquisition of
Topclick (Canada) Inc.          514,929        51,758           --          --           --          --          --          51,758

Issued for services rendered     20,000        20,000           --          --           --          --          --          20,000

Issued for cash                 192,297       255,490           --          --           --          --          --         255,490

Issued and surrendered in
Acquisition of Topclick
International, Inc.
(reverse merger)             (7,700,000)     (475,798)     8,800,000       8,800      450,415        --        16,583          --

Issued for cash                    --            --        2,157,473       2,157    1,997,843        --          --       2,000,000

Cumulative translation
adjustment                         --            --             --          --           --        27,562        --          27,562

Net loss to June 30, 1999          --            --             --          --           --          --      (460,517)     (460,517)
                             ------------------------------------------------------------------------------------------------------

Balance June 30, 1999              --            --             --          --           --          --      (464,014)     (464,014)

Net loss for the period            --            --             --          --           --          --      (204,987)     (204,987)
                             ------------------------------------------------------------------------------------------------------
 Balance, September 30, 1999       --      $     --       13,407,473   $  13,407   $2,465,714   $  27,562   $(669,001)   $1,837,682
                             ------------------------------------------------------------------------------------------------------
</TABLE>


   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>




                                                                              3.

                          TOPCLICK INTERNATIONAL, INC.
                      (Formerly Galveston Oil & Gas, Inc.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
               SEPTEMBER 30, 1999 AND THE PERIOD FROM MAY 15, 1998
                        (INCEPTION) TO SEPTEMBER 30, 1998
                       (Unaudited - See Notice to Reader)

                                                               Period from
                                             Three months      May 15, 1998
                                             Ended             (Inception)
                                             September 30,     to September 30,
                                                1999              1998
EXPENSES
        Contract fees                           $     71,920       $       --
        Accounting and legal                          26,726              3,519
        Travel                                        21,691               --
        Advertising                                   20,001               --
        Wages and benefits                            19,687               --
        Internet services                             10,692               --
        Rent                                          10,152               --
        Securities filing fees                         6,176               --
        Office expenses                                5,813               --
        Meals and entertainment                        3,254               --
        Telephone                                      2,166               --
        Consulting fees                                2,007               --
        Depreciation                                   1,582               --
        Automobile                                     1,295               --
        Insurance                                        799               --
        Interest and bank charges                        370                 57
        Utilities                                        271               --
        Software                                         252               --
        Education                                        157               --
-------------------------------------------------------------------------------
                                                     205,011              3,576

LOSS FROM OPERATIONS                                (205,011)            (3,576)
-------------------------------------------------------------------------------

OTHER ITEMS
        Interest income                                   24                 79
-------------------------------------------------------------------------------
                                                          24              3,497

NET LOSS FOR THE PERIOD                         $   (204,987)      $     (3,497)
-------------------------------------------------------------------------------

LOSS PER SHARE                                  $      (0.01)      $      (0.00)
-------------------------------------------------------------------------------

WEIGHTED AVERAGE SHARES                           13,407,473          2,450,000
                                                ============       ============


   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>



                                                                              4.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                          (A Development Stage Company)
                  CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
                           FOR THE THREE MONTHS ENDED
               SEPTEMBER 30, 1999AND THE PERIOD FROM MAY 15, 1998
                       (INCEPTION) TO SEPTEMBER 30, 1998
                       (Unaudited - See Notice to Reader)


<TABLE>
<CAPTION>
                                                                        Period from
                                                      Three months      May 15, 1998
                                                      Ended             (inception)
                                                      September 30,      to September 30,
                                                         1999                1998
<S>                                                   <C>               <C>
NET LOSS FOR THE PERIOD                               $   (204,987)     $    (3,497)

OTHER COMPREHENSVIE INCOME (LOSS) , Net of tax:
        Foreign currency translation adjustments            27,692               --
-----------------------------------------------------------------------------------

COMPREHENSIVE LOSS FOR THE PERIOD                     $   (177,295)     $    (3,497)
                                                      ============      ===========
</TABLE>



   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>


                                                                              5.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
               SEPTEMBER 30, 1999 AND THE PERIOD FROM MAY 15, 1998
                       (INCEPTION) TO SEPTEMBER 30, 1998
                       (Unaudited - See Notice to Reader)

<TABLE>
<CAPTION>
                                                                             Period from
                                                            Three months     May 15, 1998
                                                            ended            (Inception)
                                                            September 30,    to September 30,
                                                               1999              1998
<S>                                                           <C>            <C>
CASH PROVIDED BY (USED FOR)
        OPERATING ACTIVITIES
         Net (loss) for the period                            $  (204,987)   $    (3,497)
        Items not involving cash:
                 Depreciation                                       1,582           --
          Changes in non-cash working capital                        --
                 Accounts payable                                  10,990          4,453
                 Goods and Services Tax receivable                 (8,615)          --
                  Due to director                                    (450)           100
                  Prepaid rent                                     (4,815)          --
----------------------------------------------------------------------------------------
                                                                 (206,295)         1,056

FINANCING ACTIVITIES
               Proceeds from issuance of common stock                --           44,362
----------------------------------------------------------------------------------------
                                                                     --           44,362
        INVESTING ACTIVITIES
               Acquisition of property, plant and equipment       (47,183)       (29,642)
               Software development costs                         (50,386)          --
----------------------------------------------------------------------------------------
                                                                  (97,569)       (29,642)

(DECREASE) INCREASE IN CASH                                      (303,864)        15,776

CASH,  BEGINNING OF PERIOD                                      1,702,291          3,323
                                                              -----------    -----------

CASH,  END OF PERIOD                                          $ 1,398,427    $    19,099
----------------------------------------------------------------------------------------

</TABLE>


   See accompanying notes to the unaudited consolidated financial statements.
<PAGE>


                                                                              6.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
               SEPTEMBER 30, 1999AND THE PERIOD FROM MAY 15, 1998
                       (INCEPTION) TO SEPTEMBER 30, 1998
                       (Unaudited - See Notice to Reader)


                                                                Period from
                                             Three Months       May 15, 1998
                                             ended              (Inception) to
                                             June 30,           September 30,
                                                1999                   1998

Interest Paid                                $          --        $           --
Income taxes paid                                       --                    --
--------------------------------------------------------------------------------

                                             $          --         $          --
--------------------------------------------------------------------------------


     Supplemental Disclosure of Non-Cash Investing and Financing Information

Acquisition of assets for issuance of common stock:

        Software development costs           $          --                    --
        Topclick (Canada) Inc.                          --                    --
        Issuance of common stock                        --                    --
--------------------------------------------------------------------------------

                                             $          --         $          --
--------------------------------------------------------------------------------




   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>



                                                                              7.
                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to Reader)


NOTE 1    BUSINESS DESCRIPTION

          Topclick International,  Inc. (formerly Galveston Oil & Gas, Inc. ) (a
          development stage company), "the Company", was incorporated on October
          3, 1996 under the laws of the state of  Delaware  in United  States of
          America.  Pursuant to the  agreement  described in Note 7, the Company
          had a change  of  control,  as such,  the  nature of the  business  is
          changed from  development of oil and gas properties to the business of
          operating an Internet Website.

          Topclick  International,  Inc. purchased 100% of Topclick  Corporation
          pursuant to the stock exchange agreement dated February 10, 1999. This
          has been  accounted  for as a reverse  acquisition  of the  Company by
          Topclick Corporation.

          Topclick  Corporation was  incorporated  under the laws of Delaware on
          July 8, 1998.  Effective July 8, 1998, Topclick  Corporation  acquired
          100% of Topclick (Canada) Inc. which is a company under common control
          and as  such  the  business  combination  has  been  accounted  for at
          historical  costs  in  a  manner  similar  to  that  in a  pooling  of
          interests.

          Topclick  (Canada) Inc. was incorporated  under the laws of the Canada
          Business  Corporation  Act and  commenced  operations  (deemed date of
          inception) on May 15, 1998.

          In addition,  Topclick  Corporation  purchased certain Internet assets
          from Helpful by Design Inc. which is also under common  control.  This
          has been accounted for at predecessor historical costs.

NOTE 2    SIGNIFICANT ACCOUNTING POLICIES

          The consolidated  financial  statements are expressed in U.S. Dollars,
          have been prepared in accordance with accounting  principles generally
          accepted  in United  States  and  include  the  following  significant
          accounting policies:

          Consolidation

          The  consolidated  financial  statements  of the  Company  include the
          accounts  of  the  Company  and  the  consolidated   accounts  of  its
          wholly-owned   subsidiary  Topclick   Corporation.   The  consolidated
          financial  statements of Topclick Corporation also include accounts of
          its wholly-owned  subsidiary,  Topclick  (Canada) Inc. All significant
          inter-company transactions have been eliminated.

          As described in Note 7, Topclick  International,  Inc. acquired all of
          the outstanding common shares of Topclick Corporation.  For accounting
          purposes,  the  acquisition  has been  treated as the  acquisition  of
          Topclick International, Inc. with Topclick Corporation as the acquiror
          (reverse  acquisition).  The historical  financial statements prior to
          February  10,  1999 are those of  Topclick  Corporation  consolidated.
          Pro-forma  information  giving  effect  to the  acquisition  as if the
          acquisition  took place May 15, 1998 is not  presented  as the effects
          are immaterial.

          i)   The consolidated  financial  statements of the combined  entities
               are  issued  under  the  name  of  the  legal  parent   (Topclick
               International,  Inc.) but are  considered a  continuation  of the
               financial   statements   of  the   legal   subsidiary   (Topclick
               Corporation).

<PAGE>

                                                                              8.
                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to reader)

NOTE 2    SIGNIFICANT ACCOUNTING POLICIES (Continued)

          ii)  As  Topclick  Corporation  is  deemed  to  be  the  acquiror  for
               accounting  purposes,  its assets and liabilities are included in
               the  consolidated   financial   statements  at  their  historical
               carrying values in the accounts of Topclick International Inc.

          Accounting Estimates

          The preparation of the consolidated financial statements in conformity
          with  generally  accepted  accounting  principles  of United States of
          America  requires  management to make estimates and  assumptions  that
          effect the reported  amounts of assets and liabilites and  disclosures
          in the consolidated  financial  statements and the accompanying notes.
          Actual results could differ from those estimates.

          Property, plant and equipment

          Property,  plant and equipment are recorded at costs and are amortized
          in the following manner:

                         Computers                       30% declining balance
                         Furniture and equipment         20% declining balance

          In the year of acquisition,  depreciation is calculated at one-half of
          the above-noted rates.

          Software Development Costs

          Software development costs represent costs relating to the development
          of the  Internet  website.  These  costs  will be  amortized  upon the
          commercialization of the Internet website, over three years due to the
          nature of business in the of software technology industry.

          Loss Per Share

          Loss per  share is  provided  in  accordance  with  the  Statement  of
          Financial Accounting  Standards No. 128 (SFAS),  "Earnings Per Share".
          Due to the Company's  simple  capital  structure,  only basic loss per
          share is presented.  Basic loss per share is computed by dividing loss
          available to common  shareholders by weighted average number of common
          shares outstanding for the period.

          Foreign currency translation

          The  Company  uses  the  local  currency  (Canadian  Dollars)  as  the
          functional currency.  Assets and liabilities  dominated 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.   Revenues  and  expenses
          demoninated in foreign currency are translated at the weighted average
          exchange for the period.

<PAGE>


                                                                              9.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice To Reader)

NOTE 2    SIGNIFICANT ACCOUTING POLICIES (Continued)

          Income Taxes

          The Company  accounts  for income  taxes using the  liability  method.
          Under  this  method  deferred  income tax  liabilities  and assets are
          computed  based on the tax liability or benefit in future years of the
          reversal of  temporary  differences  in the  recognition  of income or
          reduction of expenses  between  financial and tax reporting.  Deferred
          tax assets and/or liabilities are classified as current and noncurrent
          based on the  classification  of the related  asset or  liability  for
          financial reporting  purposes,  or based on the expected reversal date
          for  deferred  taxes that are not  related  to an asset or  liability.
          Valuation  allowances  are  established,  when  necessary,  to  reduce
          deferred tax assets to the amount expected to be realized.

NOTE 3    PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                       Accumulated          Net Book
                                       Cost            Depreciation         Value                Depreciation
                                  --------------------------------------------------------------------------
<S>                               <C>                   <C>                   <C>                 <C>
                Computer          $    93,765           $   15,502            $  78,263           $    1,281
                Furniture and
                  Equipment            30,815                3,637               27,178                  301
                Leasehold              13,362                  334               13,028                   --
                                  --------------------------------------------------------------------------

                                  $   137,942           $   19,473            $ 118,469           $    1,582
                                  --------------------------------------------------------------------------
</TABLE>

          During  the  three  months  ended   September  30,  1999,   $1,281  of
          depreciation of the computer was capitialized as software  development
          costs.

NOTE 4    CASH

          At September 30, 1999,  approximately  $1,398,427 of the total cash is
          deposited  with RBC  Dominion  Securities  Limited  (RBC).  It carries
          interest at 3 3/4 per annum. It is  management's  intention to utilize
          this account as part of its operating  bank  account.  RBC is Canada's
          leader in the investment  industry.  It is the leading debt and equity
          underwriter  in Canada  and is a member of the  Royal  Bank  Financial
          Group. The Royal Bank is Canada's  premier global  financial  services
          group with leading  market  share in personal  and  business  banking,
          corporate and investment banking, and wealth management.


<PAGE>

                                                                             10.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to Reader)


NOTE 5    ACQUISITION OF SOFTWARE DEVELOPMENT COSTS (Continued)

          a)   Effective  July  8,  1998  and  pursuant  to  the  terms  of  the
               acquisition   agreement  dated   September  15,  1998,   Topclick
               Corporation (the legal subsidiary) acquired the Internet property
               from Helpful By Design Inc., a company under common  control of a
               controlling    shareholder   of   Topclick    Corporation.    The
               consideration  given was 6,972,774  common  shares.  The software
               development  costs acquired by Topclick  Corporation from Helpful
               By Design Inc. are recorded at processor's costs of $148,550.

          b)   Pursuant to the same  agreement  as above,  Topclick  Corporation
               acquired 100% of the outstanding shares of Topclick (Canada) Inc.
               from Helpful by Design Inc.  for the  issuance of 514,929  common
               shares of  Topclick  Corporation.  The  shares  issued  have been
               recorded  at the  amount of the net assets of  Topclick  (Canada)
               Inc. at the date of acquisition.

               The net assets of Topclick  (Canada) Inc. at date of  acquisition
               consists of the following:

               Cash                                    $       37,158
               Receivable                                      16,000
               Accounts payable                                (1,400)
                                                       --------------
                                                       $       51,758
                                                       ==============

          The above  transaction  between entities under common control has been
          accounted  for at  historical  cost in a manner  similar  to that in a
          pooling of interests.

NOTE 6    REVERSE MERGER

          Pursuant to the stock exchange  agreement dated February 10, 1999, the
          Company  issued eight common shares in exchange for every seven common
          shares of  Topclick  Corporation.  Therefore,  at  February  23,  1999
          (closing date), a total of 8,800,000  common shares were issued by the
          Company  in  exchange  for  7,700,000  outstanding  common  shares  if
          Topclick Corporation.

          As a result of the above  transactions,  the Company legally  controls
          Topclick  Corporation.  However,  in substance,  the  shareholders  of
          Topclick   Corporation  control  the  Company  with  an  ownership  of
          approximately 71% of its outstanding common shares.


<PAGE>

                                                                             11.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to Reader)

NOTE 7    FINANCIAL INSTRUMENTS

          The Company's  financial assets and liabilities consist of cash, Goods
          Services Tax receivable, accounts payable, the terms and conditions of
          which have been described in the preceding notes.

          Credit  risk  arises  from the  potential  that a debtor  will fail to
          perform its obligations. The Company is subject to credit risk through
          its cash  deposits.  However,  these  cash  deposits  are  placed in a
          well-capitalized,   high  quality  financial   institution  (Note  4).
          Accordingly,  concentrations  of  credit  risk  are  considered  to be
          minimal.

          Interest  rate risk is the risk to the  Company's  earnings that would
          arise from  fluctuations  in interest  rates,  and would depend of the
          volatility  of these rates.  The  Company's  borrowings  from external
          parties is not  substantial.  Accordingly,  its interest  rate risk is
          considered to be minimal.

          Financial risk is the risk to the Company's  earnings that would arise
          from  fluctuations in interest rates and foreign  exchange rates,  and
          would depend on the  volatility  of these rates.  The Company does not
          use  derivative  instruments  to reduce its  exposure to interest  and
          foreign currency risk on its cash deposits held in Canadian funds.


NOTE 8    UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

          The Year 2000 Issue arises because many  computerized  systems use two
          digits rather than four to identify a year. Date-sensitive systems may
          recognize  the year  2000 as 1900 or some  other  date,  resulting  in
          errors  when  information  using  year  2000  dates is  processed.  In
          addition,  similar  problems may be experienced  before,  on, or after
          January 1, 2000,  and if not  addressed,  the impact on operations and
          financial  reporting may range from minor error to significant  system
          failure  which  could  affect an  entity's  ability to conduct  normal
          business  operations.  Management believes they have taken appropriate
          course of action to ensure that the  Company's  technologies  are Year
          2000  compliant.  However,  it is not  possible to be certain that all
          aspects of the Year 2000 issue  effecting the entity,  including those
          related  to the  efforts  of  customers,  suppliers,  or  other  third
          parties, will be fully resolved.


<PAGE>

                                                                             12.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to reader)


NOTE  9   DEFERRED INCOME TAXES

          Significant  components  of the  Company's  deferred  income taxes and
          liabilities at September 30, 1999 and 1998 are as follows:

                                                 September 30,     September 30,
                                                      1999             1998
            Deferred income tax asset
                    Net operating loss           $   (687,691)    $          --
                    Other                              18,690                --
                                                 ------------     -------------

           Total deferred income tax asset            (669,001)              --
               valuation allowance                     669,001               --
                                                 ------------     -------------

           Net deferred income tax liability     $         --     $         --
                                                 ------------     -------------

          Reconciliation's  of the effective tax rate to the Canadian  statutory
          rate is as follows:

               Tax expense at Canadian
               statutory rate                           45.6%             45.6%
               Change in valuation allowance           (45.6%)           (45.6%)
                                                 ------------     -------------

               Effective income tax rate                  --%                --%
                                                 ------------     -------------

          The  company  has  Canadian  net  operating  loss   carryforwards   of
          approximately $462,603 that expire in 2006.

          The Company operates its business in its Canadian  subsidiary Topclick
          (Canada)  Inc.  and as such has losses  carried  forward for  Canadian
          income tax purposes.

NOTE 10   CONTINGENCIES

          The  Company  is the  subject  of a lawsuit  by an  individual  who is
          claiming  ownership interest in common stock of Helpful By Design Inc.
          (HBD).  HBD sold  certain  assets,  including  a website  to  Topclick
          Corporation. As described in note 6 there was a share exchange between
          Topclick  Corporation  and the  Company  that  resulted in the Company
          legally controlling Topclick Corporation.

          The  individual  has filed a lawsuit in the  Supreme  Court of British
          Columbia  seeking the force  conversion of  approximately  500,000 HBD
          shares of its .001 par value common stock into shares of the Company's
          .001 par value common stock.

          It is not  possible to  estimate  the amount of a  contingent  loss in
          respect of this legal action.  The impact on earnings per share is not
          material.



<PAGE>

                                                                             13.

                          TOPCLICK INTERNATIONAL, INC.
                      (formerly Galveston Oil & Gas, Inc.)
                         ( A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                       (Unaudited - See Notice to reader)

NOTE 11   COMMITMENTS

          The Company has commitments  under certain contracts of employment and
          consulting agreements as follows:

                              2000               $       88,970

          Further,  contracts of employment and consulting  agreements  call for
          the granting of stock options to the individuals  under contract.  The
          option  agreement  have not  been  formally  prepared  and  signed  at
          September  30,  1999 as  management  is in the  process of  creating a
          formal Stock Option Plan.

          Options  for  the  issuance  of  776,000  shares  of the  company  are
          committed  to be granted upon the creation of the Stock Option Plan at
          a price less than $1.00 per share to be  determined at the time of the
          granting of the options.


NOTE 12   COMPARATIVE FIGURES

          The  comparative  figures have been  reclassified  to conform with the
          presentation adopted in the current period.

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-

<PAGE>

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  OF
ASSUMPTIONS  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 UNCERTAINTY
AS  TO  POSSIBLE  CHANGES  IN  ECONOMIC,   LEGISLATIVE,   INDUSTRY,   AND  OTHER
CIRCUMSTANCES.  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 EXTENT
THAT THE ASSUMED EVENTS DO NOT OCCUR,  THE OUTCOME MAY VARY  SUBSTANTIALLY  FROM
ANTICIPATED OR PROJECTED RESULTS, AND,  ACCORDINGLY,  NO OPINION IS EXPRESSED ON
THE  ACHIEVABILITY  OF THOSE  FORWARD-LOOKING  STATEMENTS.  IN  ADDITION,  THOSE
FORWARD-LOOKING  STATEMENTS HAVE BEEN COMPILED AS OF THE DATE OF THIS REPORT AND
SHOULD BE EVALUATED WITH  CONSIDERATION OF ANY CHANGES  OCCURRING AFTER THE DATE
OF THIS REPORT.  NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS  RELATING
TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THIS REPORT ARE ACCURATE, AND THE
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

Overview.  The Company's  primary source of revenue is the sale of the Company's
securities.  The  Company  presently  has  external  sources of capital  through
financing  from third party  lenders.  On or about January 28, 1999, the Company
entered into a Financing  Agreement which provided the Company with  $2,000,000.
The Company  believes  that it may be able to acquire  additional  financing  at
commercially  reasonable  rates;  however,  there can be no  assurance  that the
Company will be able to obtain additional  financing at commercially  reasonable
rates,  or at all. The Company has expended,  and will continue to expend in the
future,  substantial  funds on the research and  development of its products and
services.  The  failure of the  Company  to obtain  additional  financing  would
significantly  limit or eliminate the Company's ability to fund its research and
development  activities,  which  would  have a  material  adverse  effect on the
Company's  ability to continue to compete with other Internet  directory service
providers.

The Company has not yet  realized any revenue  from  operations.  In the quarter
ending September 30, 1999, the Company expended $303,521 in software development
costs,  as compared with no funds expended  during the quarter ending  September
30, 1998. These expenditures  represent costs relating to the development of the
Company's  Internet  website.  The Company  anticipates that these costs will be
amortized  upon the  commercialization  of the Company's  Internet  website over
three years due to the nature of the software  technology  business.  During the
three months ended  September 30, 1999,  $1,281 of depreciation of the Company's
computer  equipment was capitalized as software  development  costs. The Company
does not anticipate  purchasing or selling any significant  equipment within the
next 12 months.


                                       2
<PAGE>


The Company's operating expenses increased  significantly during the three month
period ending  September 30, 1999 as compared with the three month period ending
September 30, 1998. The Company's  accounting and legal expenses,  cumulatively,
increased from $3,519 during the three month period ending September 30, 1998 to
$26,726 during the three month period ending September 30, 1999 due to increased
reporting  requirements,  as the Company is now a reporting  company required to
file quarterly and annual  reports with the Securities and Exchange  Commission.
The Company's  advertising  expenses increased from zero dollars expended during
the three month period ending  September 30, 1998 to $20,001 expended during the
three  month  period  ending   September  30,  1999.  The  Company  also  had  a
corresponding increase in office expenses, from zero dollars expended during the
three month period ending September 30, 1998 to $5,813 expended during the three
month period  ending  September  30, 1999.  The total wages and benefits paid to
employees of the Company  increased  from zero dollars in the three month period
ending  September 30, 1998 to $19,687 in the three month period ending September
30, 1999.

The Company's  loss from  operations  increased from a loss of $3,576 during the
period from  inception  (May 15, 1998)  through  September  30, 1998 to $205,011
during the three month  period  ending  September  30,  1999,  due to  increased
software  development costs,  increased  advertising costs,  increased wages and
benefits paid to employees,  and increased  operations  without  generating  any
revenues.  The Company's  net loss for the period ending  September 30, 1999 was
$204,987,   a  significant  increase  over  the  net  loss  of  $3,497  for  the
corresponding three month period in 1998. The Company's loss per share of common
stock was $0.01 per share. Loss per share is computed by dividing loss available
to common  shareholders by weighted average number of common shares  outstanding
for the period.

At September 30, 1999, the Company had deposited  approximately  $1,398,427 with
RBC  Dominion  Securities  Ltd.  ("RBC"),  earning  interest at 3.75% per annum.
Management  of the  Company  intends  to  utilize  these  funds  as  part of its
operating account.  RBC is a leading debt and equity underwriter in Canada and a
member of the Royal Bank Financial  Group, a global  financial  services  group.
Therefore,  Management of the Company  believes that the Company can satisfy its
cash requirements for the next 12 months without raising any additional funds.

The Company  realized $27,692 during the three month period ending September 30,
1999 from foreign currency translation  adjustments.  The Company uses the local
currency,  which is Canadian  Dollars,  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.  Revenues  and  expenses
denominated in foreign  currency are translated at the weighted average exchange
rate for the period.

Company's  Plan  of  Operation  for  Next 12  Months.  The  Company  anticipates
generating revenues from commission referral fees during the next 12 months. The
Company contemplates that it will direct Internet traffic to e-commerce vendors;
in return, the Company  anticipates  receiving a commission referral fee ranging
from  8% to 25%.  The  Company  also  anticipates  more  direct  involvement  in
e-commerce.  For example, the Company has recently opened a virtual bookstore by
packaging approximately 300 books on privacy issues. The Company intends to sell
these  books over the  Internet  and  receive  sales  commissions.  The  Company
anticipates  deriving  revenues  from the  virtual  bookstore  within the next 6
months.

While the Company is considering  the  possibility  of generating  revenues from
subscription fees from subscribers for certain proposed Internet  services,  the
Company  does  not  currently  provide  any  specialized  services  and does not
currently  have  any   subscribers.   The  Company  is   considering   providing
personalized information services


                                       3
<PAGE>

to paid  subscribers  but has not yet  determined the scope of such services nor
the subscription rates for such services.

 The Company derives certain  consumer data from customer  profiles.  During the
past 12 months, the Company contemplated generating revenues through the sale of
this consumer data to third parties.  However,  as specified  above, the Company
recently opened a virtual bookstore  relating to privacy issues,  and Management
of the Company  believes  that selling  research data  (commonly  referred to as
"aggregated  data") to advertisers or market researches may not comport with the
Company's privacy-related businesses. While it is a common practice for entities
with high traffic volume  websites to sell such  aggregated  data, this proposed
policy is currently  under review by Management of the Company.  Therefore,  the
Company may elect to forego this potential revenue source.

In  the  same  way,  websites  with  high  traffic  volumes  typically  generate
advertising  fees  through  the sale of  banner  and  other  types  of  Internet
advertising.  The  Company  has not yet  determined  whether  it will  sell such
advertising  on its website.  Moreover,  in the event the Company elects to sell
such advertising,  the Company's  advertising  revenues will depend, in part, on
the volume of traffic at the Company's website.

A "link" is a  selectable  connection  from one word,  picture,  or  information
object  to  another  on the  Internet.  The  most  common  form  of  link is the
highlighted word or picture that can be selected by the user (with a mouse or in
some other  fashion),  resulting in the  immediate  delivery and view of another
file. The  highlighted  object is often  referred to as an "anchor".  The anchor
reference and the object  referred to constitute a hypertext  link.  The Company
anticipates  that it will seek logo and URL linking  arrangements  with targeted
sites. The Company intends to develop "tell-a-friend" extensions to the TopClick
site to make it easy for existing users to electronically tell friends about the
Company's services.

The Company may decide to provide free content  enhancement and free advertising
on a by-subject  approach to the top Internet guides.  For example,  the Company
may provide the Yahoo Golf website with links and coverage on the Company's Golf
Guide page. The Company anticipates entering into certain strategic  partnership
agreements to provide content and links to existing  high-value news information
providers,  such as ESPN in its "sports" section and PointCast in its "business"
section.  The Company  further  intends to promote its  products and services by
developing on-site competitive games and contests.

Developing  Site  Traffic.  The Company  believes  that it must  develop  volume
traffic  on its site in order to be  successful.  Once  traffic  volume has been
established,  the Company believes that it will become a distribution  point for
advertisers  and  will  develop  opportunities  to  participate  in  sponsorship
agreements,  electronic commerce  agreements and joint marketing  ventures.  The
Company  intends to build its initial equity value measured by traffic (that is,
page views) and then intends to develop  multiple revenue streams as a broker of
diverse audience  interests.  There is no assurance,  however,  that the Company
will build an equity base which will be considered worth  acquiring.  Initially,
the  Company  will  offer  its  products  and  services  free to its  customers,
strategic partners and media partners.

In keeping  with this  strategy,  the Company  will  concentrate  its  marketing
efforts on increasing site traffic.  Promotional  space and other content on the
site will be provided free to content partners, to increase traffic. The Company
intends to form strategic  relationships  with the existing top Internet guides,
including providing free content links to areas of their sites that those guides
want to promote (for example,  by providing free content links to the Yahoo Golf
Guide).  Through the use of free space  inside the TopClick  guide,  the Company
intends to develop a database  of  advertising  contacts,  media  contacts,  and
Internet guide contacts. At the same time, the


                                       4
<PAGE>

Company  will  attempt  to  increase  volume  to the  Company's  site  using  an
integrated marketing  communications program to existing and new Internet users.
The  Company  further  intends  to develop  piggy-back  marketing  programs  and
cross-promotional opportunities with other online media. The Company anticipates
increasing  its top sites to 25,000 top sites  from  5,000 top sites  during the
next 12 months.  The  TopClick  guide will be offered  free to users,  strategic
partners (such as existing Internet guides) and other media partners.

The Company  will retain  records of and  analyze  information  areas that users
visit most frequently on its website,  allowing the Company to develop  specific
indexes and guides based on user demand.

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  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.

Expanding Internet Markets.  Nua, one of Europe's leading online consultants and
developers,  estimates that there were  approximately 100 million Internet users
worldwide  in  January,   1998.   According  to  a  recent  report  in  Computer
Intelligence, the growth rate of Internet users may have increased by as much as
30% in 1998.  The  Company  anticipates  that it may benefit  from that  growth;
however, no guaranty can be provided that such will occur.

According to reports in trade  magazines  such as Computer  Intelligence,  North
American Internet users represent more than 80% of all users.  Until a year ago,
almost 99% of the 13 million  servers  hooked to the Internet  were  distributed
throughout North America, Western Europe and Japan. Internet advertising revenue
has  grown  significantly  since  1996,  and,  in  1998,  approached  the  total
advertising revenue for all domestic national newspaper revenues.  Most analysts
predict that this  significant  growth rate will continue through the year 2000.
Netscape  World  recently  predicted  that  Internet  advertising  revenues will
surpass  those of all domestic  national  newspaper  revenues by this year.  The
Company  should benefit from such growth;  however,  no guaranty can be provided
that the Company will so benefit.

State of Readiness  for Y2K.  The Company has  performed  an  assessment  of the
Company's  information  technology  ("IT") systems as well as its non-IT systems
(such as embedded  technology  in  manufacturing  or process  control  equipment
containing  microprocessors  or other  similar  circuitry)  relating  to the Y2K
problems


                                       5
<PAGE>

previously  referenced  herein.  The Company evaluated all hardware and software
for  Y2K   compliance  by  using  sources  from  the  Internet,   by  contacting
manufacturers,  and by  contacting  third party  suppliers of phone  systems and
security systems.  Additionally,  the Company reviewed product documentation for
Y2K compliance where such was available.

The in-house  workstations of Company employees and  subcontractors  are Pentium
Personal Computers which utilize Windows 95 and Office 97+ software. The Company
believes that all critical applications of that software are Y2K compliant.  The
Company has one additional workstation which is also Y2K compliant.

Built on a UNIX  platform,  the server  hardware and software for the  webserver
environments used to host and serve the TopClick website are also Y2K compliant.
After  conducting  testing and evaluation,  the Company  believes that its phone
system,  its Network Hub, its power backup  systems and its security  system are
all  Y2K  compliant.  The  Company's  facsimile  machine,  however,  is not  Y2K
compliant.

Cost to  Address  the  Company's  Y2K  Issues.  The only  significant  equipment
replacement cost the Company anticipates is approximately CDN$600 (approximately
US$392.16)  to replace the  Company's  facsimile  machine.  The Company does not
anticipate any additional upgrade,  replacement,  or equipment servicing charges
to become Y2K compliant.  The Company will monitor  external  service  providers
through  the  Year  2000 at a cost of  approximately  CDN$125.00  (approximately
US$81.70).  Therefore,  based on current estimates, the costs of addressing this
issue are not  expected  to have a  material  adverse  effect  on the  Company's
financial position, results of operations or cash flows. The potential impact of
the Y2K issue on  significant  customers,  vendors and  suppliers of the Company
cannot be reasonably estimated at this time.

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 success of the Company's
market expansion plan, the Company may be required to hire 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.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Except as  specified  below,  there are no legal  actions  pending  against  the
Company nor are any such legal actions contemplated.

In March,  1999, the Company was informed that Allen Lees, a resident of British
Columbia,  was claiming an ownership  interest in certain shares of common stock
of Helpful By Design,  Inc.  ("HBD").  Mr. Lees claim to  ownership  of such HBD
shares arises from consulting  services which Mr. Lees was engaged to perform on
behalf of HBD under its former name, Voxtech Communications, Inc. , beginning in
or about 1993.  HBD  disputes  Mr. Lees' claim of ownership to those HBD shares.
The Company has become involved in this dispute because in September,  1998, HBD
sold certain assets,  including a website, to one of the Company's subsidiaries,
TopClick  Corporation  ("TC"), for, among other  consideration,  the issuance of
7,000,000 shares of $.001 par value common


                                       6
<PAGE>

stock of TC. TC later entered into a stock  exchange  agreement with the Company
which provided,  among other things,  that, as  consideration  for the exchange,
assignment,  transfer, conveyance, setting over and delivery of the shares of TC
to the Company,  the Company issued 8 shares of its $.001 par value common stock
for every 7 shares of TC $.001 par value common stock.

Mr. Lees has filed a lawsuit in the Supreme Court of British Columbia seeking to
force  conversion  of  approximately  500,000  HBD  shares  into  shares  of the
Company's  common stock. In addition to HBD, the Company and its Chief Executive
Officer,  Chris Lewis,  have also been named as defendants in this lawsuit.  The
Company intends to vigorously defend this action.

Item 2. Changes in Securities

Management of the Company is currently preparing a Stock Option Plan by which it
is contemplated that officers,  directors,  and employees of the Company will be
granted stock options. The Company's Board of Directors has not yet approved and
adopted the  proposed  Stock  Option  Plan.  The Company  anticipates  initially
granting  options to  purchase  approximately  776,000  shares of the  Company's
common stock at an exercise price less than $1.00 per share, subject to approval
by the Company's Board of Directors.

Item 3. Defaults Upon Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders

         Not Applicable

Item 5. Other Information

         Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

Exhibit No.

3.1            Certificate of Incorporation
                (Charter Document)*

3.2            Amendment to Certificate of Incorporation
               (Charter Document)*

3.3            Bylaws*

4.             Instruments Defining the Rights of Holders (not applicable)

10.1           Financing Agreement


                                        7
<PAGE>

               (material contract)*

10.2           Frontier GlobalCenter, Inc. Agreement
               (material contract)*

11.            Statement Re: Computation of Per Share Earnings**

15.            Letter on Unaudited Interim Financial Information

18.            Letter on Change in Accounting Principles (Not applicable)

19.            Reports Furnished to Security Holders (Not applicable)

22.            Published Report Regarding Matters Submitted to Vote
               (not applicable)

23.1           Consent of Auditors*

23.2           Consent of Counsel*

24.            Power of Attorney is included on the Signature Page of the
               Registration Statement*

27.            Financial Data Schedule

99.            Additional Exhibits (not applicable)


*Previously filed as Exhibits to Registration  Statement on Form SB-2 filed with
the Commission on July 8, 1999.

**Previously  filed as Exhibit to Annual  Report on Form  10-KSB  filed with the
Commission on October 8, 1999.

     (b) Reports on Form 8-K

The Company has not filed any reports on Form 8-K with the Commission during the
three month period ending September 30, 1999.

                                   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 City of Vancouver, British Columbia, on November 9, 1999.

                                                 TopClick International, Inc.,
                                                 a Delaware corporation

                                                 By:    /s/ Chris Lewis
                                                        ------------------------
                                                 Its:   President


                                       8