================================================================================

                                  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 December 31, 1999

                                       OR

[ ] Transition  report  pursuant  to Section  13 or 15(d) of the  Securities
    Exchange Act of 1934

                         Commission file number: ______

                          TOPCLICK INTERNATIONAL, INC.

             (Exact name of registrant as specified in its charter)

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

                        Suite 200, 1636 West 2nd Avenue,
                   Vancouver, British Columbia, Canada V6J 1H4
          (Address of principal executive offices, including zip code)
         Registrant's Telephone No., including area code: (604) 737-1127

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 ___ No _X_

As of December 31, 1999,  there were  14,457,473  shares of the issuer's  Common
Stock outstanding.
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<PAGE>


                                      INDEX


PART I. FINANCIAL INFORMATION

Item 1.   Financial statements

          Unaudited Consolidated Balance Sheets - December 31, 1999 and June 30,
          1999

          Unaudited  Consolidated Statement of Operations - Three and Six Months
          Ended  December  31,  1999  and  for the  period  from  May  15,  1998
          (Inception) to December 31, 1999

          Unaudited  Consolidated  Statement  of Cash Flows - Six  Months  Ended
          December 31, 1999 and for the period from May 15, 1998  (Inception) to
          December 31, 1999

          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>



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
As at December 31, 1999 and June 30, 1999

<TABLE>
<CAPTION>
                                                          December 31      June 30
                                                             1999            1999
                                                          -----------    -----------
<S>                                                        <C>            <C>
Current assets
  Cash and certificates of deposit                           $946,884     $1,702,291
  Goods and Services Tax Receivable                            40,335         16,414
  Prepaid expenses                                             39,860             --
  Deferred issue costs                                             --             --
                                                          -----------    -----------
                                                            1,027,079      1,718,705
Property, plant and equipment                                 138,257         78,324
Software development costs                                    149,032        149,032
                                                          -----------    -----------
Total assets                                               $1,314,368     $1,946,061
                                                          ===========    ===========

Current Liabilities
  Accounts payable                                            $38,354        $23,569
  Due to director                                                  --            450
                                                          -----------    -----------
Total liabilities                                              38,354         24,019
                                                          -----------    -----------

Stockholders' equity
    Preferred shares - $0.001 par value, 20,000 shares
    authorized, none issued and outstanding                        --             --
    Common shares - $0.001 par value, 99,980,000 shares
    authorized, and 13,457,473 shares outstanding at
    December 31, 1999 and June 30, 1999 respectively           13,458         13,407
    Additional paid-in capital                              2,490,663      2,465,714
    Cumulative translation adjustment                          25,941         15,184
    Accumulated deficit                                    (1,254,048)      (572,263)
                                                          -----------    -----------
Total stockholders' equity                                  1,276,014      1,922,042
                                                          -----------    -----------
Total liabilities and stockholders' equity                 $1,314,368     $1,946,061
                                                          ===========    ===========
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.


<PAGE>



TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement of Operations
For the Three and Six Months Ended December 31, 1999
And for the Period from May 15, 1998 (Inception) to December 31, 1999


<TABLE>
<CAPTION>
                                                                       1999
                                                          -------------------------------       May 15, 1998
                                                          Three Months        Six Months      (Inception) to
                                                           December 31        December 31    December 31, 1999
                                                          ------------       ------------    -----------------
<S>                                                         <C>                  <C>              <C>
Expenses
  Contractor fees                                            $79,533             $206,140         $495,041
  Salaries and benefits                                      119,597              139,284          164,927
  Accounting and legal                                        55,636               82,362          163,415
  Investor relations                                          46,508               46,508           46,508
  Travel                                                      18,161               39,852           51,866
  Insurance                                                    6,309                7,108            8,690
  Rent                                                        21,206               31,358           53,485
  Advertising                                                  1,261               21,262           25,865
  Directors fees                                              50,124               50,124           50,124
  Internet services                                            6,910               18,822           34,817
  Securities filing fees                                       1,432                7,608            7,608
  Office expenses                                              8,098               14,163           36,337
  Meals and entertainment                                      7,048               10,302           24,805
  Telephone                                                    3,531                5,697           14,221
  Recruitment fees                                             4,986                4,986            4,986
  Education                                                    4,755                4,912           10,951
  Automobile                                                   1,713                3,008            7,783
  Interest and bank charges                                      399                  769            1,106
  Utilities                                                      653                  924            2,683
  Software                                                        --                   --            8,941
  Foreign exchange                                              (458)                (458)            (458)
  Consulting fees                                                 --                   --           33,789
  Investment referral fees                                        --                   --           27,394
  Depreciation                                                 5,801                8,943           21,130
                                                        ------------         ------------     ------------
Loss from operations                                         443,203              703,674        1,296,014
Other items
  Interest income                                             21,865               21,889           45,944
  Write off deferred charges                                      --                   --           (3,978)
                                                        ------------         ------------     ------------
                                                              21,865               21,889           41,966
                                                        ------------         ------------     ------------
Net loss for the period                                     (421,338)            (681,785)      (1,254,048)
Accumulated deficit, beginning of period                    (832,710)            (572,263)              --
                                                        ------------         ------------     ------------
Accumulated deficit, end of period                      $ (1,254,048)        $ (1,254,048)    $ (1,254,048)
                                                        ============         ============     ============

Weighted average shares                                   13,454,756           13,431,114
Loss per share                                                $(0.03)              $(0.05)
</TABLE>


See accompanying notes to the unaudited consolidated financial statements




<PAGE>


TopClick International, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Three and Six Months Ended December 31, 1999 And for the Period from May
15, 1998 (Inception) to December 31, 1999 (Unaudited - See Notice to Reader)


<TABLE>
<CAPTION>
                                                    Six Months Ended       Period from May 15,
                                                    December 31 1999       1998 (Inception) to
                                                                             December 31, 1999
<S>                                                    <C>                      <C>
Cash provided by (used in)
Operating activities
  Net (loss) for the period                            $(681,785)               $(1,254,048)
  Items not involving cash:
     Write-off of deferred charges                            --                      3,978
     Depreciation                                          8,943                     21,130
     Issuance of shares for services                      50,000                     45,000
  Changes in non-cash working capital
     Goods and Services Tax receivable                   (23,451)                   (39,865)
     Prepaid expenses                                    (39,318)                   (39,318)
     Accounts payable                                     14,381                     37,950
     Due to director                                          --                          2
                                                     -----------                -----------
                                                        (671,230)                (1,225,171)
                                                     -----------                -----------

Financing activities
  Proceeds from issuance of common stock                 (13,436)                 2,321,192
                                                     -----------                -----------

Investing activities
  Acquisition of property, plant and equipment           (49,481)                  (149,183)
  Software development costs                                  --                         --
                                                     -----------                -----------
                                                         (49,481)                  (149,183)
                                                     -----------                -----------

Foreign exchange adjustment                              (21,260)                    (3,277)
                                                     -----------                -----------

Increase (decrease) in cash                             (755,407)                   943,561

Cash, beginning of period                              1,702,291                      3,323
                                                     -----------                -----------
Cash, end of period                                     $946,884                   $946,884
                                                     ===========                ===========
</TABLE>


 See accompanying notes to the unaudited consolidated financial statements.



<PAGE>


TOPCLICK INTERNATIONAL, INC.
(A Development Stage Company)
NOTES  TO THE  CONSOLIDATED  FINANCIAL  STATEMENTS
DECEMBER  31,  1999 AND 1998
(Unaudited - See Notice to Reader)


NOTE 1 BUSINESS DESCRIPTION

     TopClick International,  Inc. (a development stage company), "the Company",
     was  incorporated on October 3, 1996 as Galverton Oil & Gas, Inc. under the
     laws of the state of  Delaware in the United  States of America.  Effective
     July 8, 1998,  the Company  had a change of control,  and 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 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 the
results for the interim period.  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
2000 presentation.  The comparative results of operations are those for TopClick
Corporation

These consolidated  financial  statements should be read in conjunction with the
consolidated  financial  statements  and  notes  thereto  included  in our  SB-2
registration statement as filed with the Securities and Exchange Commission.

The Company has reviewed its policy of capitalizing  software  development costs
in accordance with guidance available.  Accordingly,  the Company had decided to
write off software development costs as incurred.

NOTE 3 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.  There was a share
exchange  between  TopClick  Corporation  and the Company  that  resulted in the
Company legally controlling TopClick Corporation.



<PAGE>


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.

NOTE 4 COMMITMENTS

The Company has commitments under certain contracts of employment and consulting
agreements aggregating approximately $66,300.

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 December 31, 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.


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 is from the  issuance  of the  Company's
securities.  In January  1999,  the Company  entered into a Financing  Agreement
which provided the Company with $2,000,000.  The


<PAGE>


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  materially  adverse  effect on the
Company's ability to continue its operations.

Operating Results

In the three months  ended  December 31, 1999,  total  expenses  increased  from
$260,471  recorded in the first  fiscal  quarter to  $443,203.  The  increase in
expenses was generally due to enlarged business operations. Contractor fees fell
from  $126,587  in the first  fiscal  quarter to  $79,553  in the second  fiscal
quarter ended  December 31, 1999 as the Company moved more of its personnel from
contractor to full-time  employee status. As a corollary,  salaries and benefits
increased  from $19,687 in the first three months of the fiscal year to $119,597
in the second three months. Total salaries for the six months ended December 31,
1000 were  $139,284.  Rent and travel  increased  after the  Company's San Diego
sales office was opened in October.  Most other expenses were broadly comparable
from  quarter to quarter  with the  exception  of  directors  fees and  investor
relations expenses. In October, the company paid fees by way of a combination of
$5,000 in cash and 10,000 shares of common stock to each of five directors.  The
Company also  instituted a formal investor  relations plan and expended  $46,508
during the three months ended December 31, 1999; there was no comparable expense
in the three months ended September 30, 1999.

The Company's loss from  operations  increased  from $832,710  during the period
from  inception  (May 15, 1998) through  September 30, 1999 to $1.25 million for
the period from  inception to December 31, 1999.  The Company's net loss for the
three and six month  period  ended  December  31, 1999 was $421,338 and $681,785
respectively.

At December 31, 1999, the Company had approximately  $910,000 in certificates of
deposit.  Management  of the Company  intends to utilize  these funds to finance
operations.  Management of the Company believes that the Company can satisfy its
cash requirements for the next five months without raising any additional funds.

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
December 31, 1999, 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 a  substantial  privacy-based  information  site with
thousands of links to privacy issues, news, books and organizations. The company
is constantly  updating and improving  this site and when it is ready for proper
launch  it will  replace  the  existing  search-based  site as the home page and
central  focus of the web site in  February,  2000.  At such time,  the existing
search-based web site will be retired from service.

The company  believes  that it can  generate a number of revenue  streams from a
privacy  site.  For  example,  the  Company  has 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 expects
to derive revenues from the virtual bookstore within the next six months.  While
the  Company  is  considering  the  possibility  of  generating   revenues  from
subscription fees from subscribers for certain proposed  privacy-based  Internet
services,  the Company does not currently  provide any specialized  services and
does not currently have any subscribers.


<PAGE>


Due to its new focus on the privacy interests of Internet consumers, the Company
is  maintaining  its policy of  refusing to sell any banner  advertising  on its
site; the Company  believes that such  advertisements  are  unsolicited in their
nature and against the privacy interests of consumers.  The Company is reviewing
the  possibility  of selling  sponsorship  links on its site in the  future,  in
particular  related to other Internet  privacy based  businesses,  and to charge
those  companies for providing this service.  A charging  schedule for providing
sponsorship services has not yet been established by the Company.

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.

Developing Site Traffic

The company has been in discussions with several other leading privacy-based web
sites and is in the  process of  developing  Affiliate  programs  for such sites
which will encourage them to link to the Topclick privacy site and in turn drive
their existing audiences to the site. There is no assurance,  however,  that the
Company  will  build an equity  base that will be  considered  worth  acquiring.
Initially,  the  Company  will  offer  its  products  and  services  free to its
customers, strategic partners and media partners.

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.


<PAGE>


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  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.

To the date of this  report,  the Company has not  experienced  any  Y2K-related
problems.  The  Company  continues  to make  appropriate  backups of data and to
communicate  with its  electrical  and  telecommunications  providers  to remain
informed about their Y2K compliance.

Employees

As of December  1999 the company  retained  the  services  of 18  employees  and
contractors.  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 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 which is to be approved by the Company's
shareholders  at the Company's  annual general  meeting.  The Company expects to
initially  grant  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.

<PAGE>


In October 1999, the company  issued 50,000 shares to directors in  compensation
for services provided. The shares were not registered under the Securities Act.


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

Not Applicable

Item 6. Exhibits and 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 December 31, 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