<PAGE>

                                 United States
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                        -------------------------------

                                FORM 10-QSB/A-1
(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, 2000

                                    OR

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

                       Commission file number: 000-30382

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

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

                           7676 Hazard Center Drive
                             Office 10, 5th Floor
                        San Diego, California    92108
        --------------------------------------------------------------
             (Address of principal executive offices)   (Zip Code)

        Registrant's Telephone No., including area code: (619) 298-8225
        ---------------------------------------------------------------


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  X     No __
                                                      ----

As of December 31, 2000, there were 22,268,215 shares of the issuer's Common
Stock outstanding.



<PAGE>
<PAGE>
                                     INDEX

PART I.   FINANCIAL INFORMATION

Item 1.   Financial statements

          Consolidated Balance Sheets - December 31, 2000 and June 30, 2000

          Consolidated Statement of Operations - Three Months and Six Months
          Ended December 31, 2000 and 1999

          Consolidated Statement of Cash Flows - Six Months Ended December 31,
          2000 and 1999

          Notes to Consolidated Financial Statements

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

PART II.  OTHER INFORMATION

Item 1.   Pending Legal Proceedings

Item 2.   Changes in Securities

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

Item 6.   Exhibits and Reports Filed on Form 8-K


<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
                         TOPCLICK INTERNATIONAL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEETS
                     (EXPRESSED IN UNITED STATES DOLLARS)

                                        December 31       June 30
                                           2000            2000
                                       ------------         -------
                                        (Unaudited)
<S>                                   <C>             <C>
Current assets
  Cash                                $      6,086    $    165,115
  Goods and Services Tax receivable          9,752          53,940
  Prepaid expenses                               -          26,805
  Due from related party                     6,373          24,166
                                       ------------   -------------
  Total Current Assets                      22,211         270,026
Property, plant and equipment                6,560         127,971
  (Note 3)
                                       ------------   -------------
Total assets                          $     28,771    $    397,997
                                       ============   =============
Current Liabilities
  Accounts payable                    $     41,278    $     36,903
                                       ------------   -------------
Stockholders' equity (deficiency)
  Preferred stock - $0.001 par
  value, 20,000 shares authorized,
  none issued and outstanding                    -               -
  Common stock - $0.001 par value,
  99,980,000 shares authorized,
  22,268,215 and 13,463,215 shares
  outstanding at December 31,
  2000 and June 30, 2000
  respectively.                             22,268          13,463
  Additional paid-in capital             3,049,630       2,608,785
  Accumulated other comprehensive
     income                                 22,715          25,765
  Deficit accumulated during the
     development stage                  (3,107,120)     (2,286,919)
                                       ------------   -------------
Total stockholders' equity                 (12,507)        361,094
  (deficiency)
                                       ------------   -------------
Total liabilities and stockholders'
  equity (deficiency)                 $     28,771    $    397,997
                                       ============   =============

</TABLE>

  See accompanying notes to the unaudited consolidated financial statements.


<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                         TOPCLICK INTERNATIONAL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
          UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                     (EXPRESSED IN UNITED STATES DOLLARS)

                           For the Three Months     For the Six Months
                             Ended December 31,     Ended December 31,
                          ----------------------   --------------------
                              2000        1999        2000         1999
                              -----       -----       -----        -----
<S>                       <C>         <C>              <C>     <C>
Revenue                        3,477            -       3,477            -
                          -----------  ----------- -----------  -----------
Expenses
  Advertising and
    promotion                   (298)       1,261      10,217       21,262
  Bank charges                   339          399         466          769
  Consulting fees                  -            -     300,000        2,007
  Contractor fees             11,010       79,533      41,525      206,913
  Depreciation                 2,697        5,801      11,346        7,383
  Director fees                    -       50,124           -       50,124
  Internet services           30,533        6,910      33,045       17,602
  Office and general          23,605       73,766      40,129       90,217
  Professional fees           40,078       55,636      40,344       82,362
  Rent                        14,405       21,206      37,046       31,358
  Salaries and benefits      131,266      124,509     185,424      144,196
  Stock based
    compensation                   -            -       6,300            -
  Telephone and utilities      2,444        4,184       5,971        6,621
  Transfer agent and
    registrar                      -            -           -            -
  Travel and automobile        6,286       19,874      24,638       42,860
  Loss on sale of
    equipment                 59,563            -      78,096            -
  Write down of GST
    receivable                10,000            -      10,000            -
  Write off of software
    development costs              -            -           -            -
                          -----------  ----------- -----------  -----------
                             331,928      443,203     824,547      703,674

Loss before other items     (328,451)    (443,203)   (821,070)    (703,674)

Other items
  Interest income                 30       21,865         869       21,889
  Write off of deferred
    charges                        -            -           -            -
  Litigation settlement            -            -           -            -
                          -----------  ----------- -----------  -----------
                                  30       21,865         869       21,889
                          -----------  ----------- -----------  -----------
Loss for the period         (328,421)    (421,338)   (820,201)    (681,785)
Accumulated deficit,
  beginning of period     (2,778,699)    (832,710) (2,286,919)    (572,263)
                          -----------  ----------- -----------  -----------
Accumulated deficit,
  end of period           (3,107,120)  (1,254,048) (3,107,120)  (1,254,048)
                          ===========  =========== ===========  ===========

Weighted average number
  of shares of common
  stock outstanding       15,361,041   13,454,756  14,545,851   13,431,114
Basic and diluted loss
  per share                    (0.02)       (0.03)      (0.06)       (0.05)

</TABLE>




<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                         TOPCLICK INTERNATIONAL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
          UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                     (EXPRESSED IN UNITED STATES DOLLARS)
                                 (Continued)


                                       From Start of
                                      Development Stage
                                       On May 15, 1998
                                    to December 31, 2000
                                       ---------------
<S>                                  <C>
Revenue                                          3,477
                                        --------------
Expenses
Advertising and promotion                       85,860
Bank charges                                     2,103
Consulting fees                                333,789
Contractor fees                                639,637
Depreciation                                    47,670
Director fees                                   50,124
Internet services                              131,038
Office and general                             298,212
Professional fees                              240,923
Rent                                           137,219
Salaries and benefits                          546,188
Stock based compensation                       119,427
Telephone and utilities                         19,709
Transfer agent and registrar                    12,754
Travel and automobile                          117,345
Loss of sale of equipment                       78,096
Write down of GST receivable                    10,000
Write off of software development
    costs                                      260,019
                                       ----------------
                                             3,130,113

Loss before other items                     (3,126,636)

Other items
  Interest income                               57,508
  Write off of deferred charges                 (3,978)
  Litigation settlement                        (34,014)
                                        ---------------
                                                19,516
                                        ---------------
Loss for the period                         (3,107,120)
Accumulated deficit, beginning
  of period                                          -
                                        ---------------
Accumulated deficit, end of
  period                                    (3,107,120)
                                        ===============
Weighted average number
  of shares of common
  stock outstanding                                  -

Basic and diluted loss
  per share                                          -

</TABLE>

  See accompanying notes to the unaudited consolidated financial statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>

                         TOPCLICK INTERNATIONAL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                     (EXPRESSED IN UNITED STATES DOLLARS)

                                                             From Start of
                                                              Development
                                 Six Months     Six Months   Stage on May
                                    Ended          Ended       15, 1998
                                December 31,    December 31,      to
                                    2000           1999       December 31,
                                                                 2000
                                -------------  ------------- -------------
<S>                              <C>            <C>               <C>
Cash provided by (used in)
Operating activities
  Loss for the period            $  (820,201)   $  (681,785)   (3,107,120)
  Items not involving cash:
     Write-off of deferred
       charges                             -              -         3,978
     Depreciation                     11,346          8,943        47,670
     Loss on sale of equipment        79,416              -        79,416
     Issuance of shares for
       directors fees                      -         25,000        25,000
     Issuance of shares for
       salaries and consulting       448,350              -       473,350
     Issuance of shares for
       contractors                         -         25,000        25,000
     Write-off of software
       development costs                   -              -       260,019
     Stock based compensation          6,300              -       119,427
  Changes in non-cash working
     capital:
     (Increase) decrease in
       goods and services tax
       receivable                     22,796        (23,451)      (31,144)
     (Increase) decrease in
       prepaid expenses               26,169        (39,318)         (636)
     Increase in accounts payable      5,460         14,381        38,518
     Increase (decrease) in Due
       to related party               17,007              -        (7,159)
                                 ------------   ------------  ------------
                                    (203,357)      (671,230)   (2,073,681)

Financing activities
  Proceeds from issuance
     of common stock                       -        (13,436)    2,307,115
                                 -----------     -----------  ------------
                                           -        (13,436)    2,307,115
                                 ------------    -----------  ------------
Investing activities
  Acquisition of property,
     plant and equipment                   -        (49,481)     (174,370)
  Proceeds on sale of equipment       21,497              -        21,497
  Software development costs               -              -      (101,394)
                                  -----------    -----------  ------------
                                      21,497        (49,481)     (254,267)
                                  -----------    -----------  ------------
Foreign exchange adjustment           22,831        (21,260)       23,596
                                  -----------    -----------  ------------
Increase (decrease) in cash         (159,029)      (755,407)        2,763

Cash, beginning of period            165,115      1,702,291         3,323
                                  -----------    -----------  ------------
Cash, end of period              $     6,086    $   946,884   $     6,086
                                  ===========   ============  ============

</TABLE>


  See accompanying notes to the unaudited consolidated financial statements.





<PAGE>
<PAGE>
                         TOPCLICK INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE COMPANY)
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2000

NOTE 1.   BASIS OF PRESENTATION

These condensed consolidated financial statements are unaudited and reflect
all adjustments that, in our opinion, are necessary for a fair presentation of
financial position, results of operations and cash flows as at December 31,
2000 and for the periods then ended. All such adjustments are of a normal
recurring nature. The results of operations for the current interim period are
not necessarily indicative of results to be expected for the current year or
any other period. Certain amounts have been reclassified to conform to the
fiscal 2001 presentation.

These consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto for the year ended
June 30, 2000 included in our Form 10-KSB as filed with the Securities and
Exchange Commission. The results of operations for the period ended December
31, 2000 are not necessarily indicative of the results to be expected for the
year ending June 30, 2001.

NOTE 2.   GOING CONCERN

The Company's consolidated financial statements are prepared using the
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation  of liabilities in the
normal course of business.  However, the Company has no current sources of
revenue.  Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern.  It is management's plan to seek
additional capital through equity financings.

<TABLE>
<CAPTION>
                                   December 31,     June 30,
                                       2000           2000
                                    -----------    ----------
<S>                                <C>            <C>
  Deficit accumulated during the
     development stage             $(3,107,120)   $ (2,286,919)
  Working capital (deficiency)     $   (19,067)   $    233,123

</TABLE>


NOTE 3.   DISPOSITION OF ASSETS

During the six months ended December 31, 2000, the Company disposed of
substantially all of its property plant and equipment for net proceeds of
$21,497 and recorded a loss on disposition of $78,096. Of this loss, $16,503
had been recognized in a prior period as a charge for impairment. At December
31, 2000, the Company owned computer and telephone equipment with a net book
value of $6,560. The telephone equipment was subsequently sold for $3,280.

NOTE 4.   STOCK ISSUANCES

In August 2000, the Company issued 165,000 shares of common stock, at a deemed
value of $0.25 per share, to contractors and employees of the Company as
compensation for services provided.

In September 2000, the Company issued 1,500,000 shares of common stock, at a
deemed value of $0.20 per share of common stock,  to a consultant for services
rendered.

In December 2000, the Company issued 7,040,000 shares of common stock, at a
deemed value of $0.015 per share, to a director of the company, and, 100,000
shares of common stock, at a deemed value of between $0.015 and $0.0156 per
share of common stock to employees of the Company as compensation for services
provided.

NOTE 5.   STOCK OPTIONS

We have a 1999 Stock Option Plan (the "Plan") to provide incentives to
employees, directors and consultants. The maximum term of options granted
under the Plan is ten years. The Board of Directors has the exclusive power
over the granting of options and their vesting provisions. In August 2000, the
Board of Directors repriced options to employees and contractors so that the
exercise price was reduced from $0.50 per share to $0.25 per share. This
repricing did not increase the fair value of stock options granted due to the
decline in the Company's stock price since the options were originally
awarded. Stock options for common stock are set out below. There were no
comparative figures for the six months ended December 31, 2000.

<TABLE>
<CAPTION>

                                     Shares       Weighted Avg.
                                                 Exercise Price
                                    ---------    --------------
     <S>                         <C>              <C>
     Outstanding - June 30, 2000    1,430,250     $        0.56
     Granted during the period              -                 -
     Exercised during the period            -                 -
     Forfeited during the period      (67,500)    $        1.00
     Outstanding - December 31,
        2000                        1,362,750     $        0.36
     Exercisable - December 31,
        2000                          975,125     $        0.41
</TABLE>

NOTE 6.   SEGMENTED INFORMATION

Substantially all of the Company's operations are conducted in one industry
segment in Canada.


Item 2. Plan of Operation

THIS REPORT SPECIFIES FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY
INCLUDING, WITHOUT LIMITATION, FORWARD-LOOKING STATEMENTS REGARDING THE
COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS AND FUTURE STRATEGIES. FORWARD-
LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS
AND ARE NOT BASED ON HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "COULD",
"MAY","WILL", "EXPECT", "SHALL", "ESTIMATE", "ANTICIPATE", "PROBABLE",
"POSSIBLE","SHOULD", "CONTINUE", "INTEND" OR SIMILAR TERMS, VARIATIONS OF
THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THIS REPORT HAVE BEEN COMPILED BY MANAGEMENT OF THE COMPANY ON
THE BASIS 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.

SOURCES OF CASH

The Company's primary source of cash has been from the issuance of the
Company's equity securities. In January 1999, the Company entered into a
Financing Agreement which provided the Company with gross proceeds of
$2,000,000. The Company is attempting to obtain additional financing at
commercially reasonable rates but has not closed a financing since February
1999. There can be no assurance that any required additional financing will be
available on favorable terms, or at all. If additional funds are raised by the
issuance of equity securities, stockholders may experience dilution of their
ownership interest and these securities may have rights senior to those of the
holders of the common stock. If additional funds are raised by the issuance of
debt, the Company may be subject to certain limitations on operations,
including limitations on the payment of dividends. If adequate funds are not
available or are not available on acceptable terms, this could have a
materially adverse effect on the Company's business, financial condition and
results of operations.

At December 31, 2000, the Company had cash reserves of $6,100, which, in
combination with proceeds from the ongoing sale of assets and services
provided by creditors has been sufficient to fund operations to date.
Realization of receivable amounts may generate more cash to support
operations. The Company's operations are currently being funded by creditors.

The failure of the Company to obtain additional financing will significantly
limit or eliminate the Company's ability to fund its research and development
activities, which will have a materially adverse effect on the Company's
ability to continue its operations.

OPERATING RESULTS

During the three months ended December 31, 2000, the Company earned
advertising revenues of $3,500 from its website. These revenues represent the
first revenues that the Company has recorded. Expenses for the six months
ended December 31, 2000 increased to $824,500 from $703,600 in the
corresponding period a year earlier. The increase in expenses was primarily
due to consulting fees paid in the first fiscal quarter and recognition of a
loss on the disposition of furniture and equipment. Expenses for the three
months ended December 31, 2000 decreased to $331,900 from $443,200 in the
corresponding period a year earlier, with the decrease reflecting reduced
staffing and operating activities. Expenses during the three months ended
December 31, 2000 primarily comprised salaries, much of which was paid through
the issuance of shares of common stock, costs associated with the operation of
the www.TopClick.com website and losses on sale of captial assets. Office
expenses, contractor fees and professional fees decreased, reflecting the
streamlining of operations. Reduced office, advertising and promotion expenses
also reflect a reduced level of overall activity.

The Company's loss from operations increased from $2.28 million for the period
from inception (May 15, 1998) through June 30, 2000 to $3.11 million for the
period from inception to Decemeber 31, 2000. The Company's net loss for the
six month period ended December 31, 2000 was $820,200 compared to $681,785 in
the corresponding period in the prior fiscal year.

At December 31, 2000, the Company had  $6,100 in cash and a $9,700 receivable.
Management of the Company intends to use these funds to continue operations
and to discharge liabilities.

The Company's ability to generate significant revenue is uncertain. Losses
from operations and negative cash flow are expected to continue for the
foreseeable future, at least through fiscal 2001, if cash is availabe to fund
any further operations. Future expense trends will depend on the ability of
the Company to obtain additional financing. Although the expectation is to
begin generating revenues within six months, these revenues are projected to
be substantially less than expenses for fiscal 2001. If the Company does not
obtain further financing, revenue does not increase and if spending levels are
not adjusted accordingly, the Company will not achieve profitability, which
would have a materially adverse effect on business, financial condition and
results of operations. Even if profitability is achieved, it may not be
sustained or increased on a quarterly or annual basis in the future.

The Company uses the local currency, which is the Canadian dollar, as its
functional currency. Assets and liabilities denominated in the foreign
functional currency are translated at the exchange rate of the balance sheet
date. Translation adjustments are recorded as a separate component of the
shareholders' equity. Interest income and expenses denominated in foreign
currency are translated at the weighted average exchange rate for the period.
At September 30, 2000, most of the Company's financial instruments were
denominated in United States dollars.

COMPANY'S PLAN OF OPERATION FOR NEXT 12 MONTHS

The Company has developed and launched a substantial privacy-based information
site (www.topclick.com) with thousands of links to privacy issues, news, books
and organizations.

The Company has developed it's own back-end technology infrastructure to
deliver sponsor placement messages on a rotating basis to potential site
sponsors and has attracted several sponsors to place sponsor messages onto the
site on a trial basis.  The company believes that it can generate significant
revenues from the sale of sponsorship to its highly targeted audience of
privacy-concerned customers and has developed a flexible rate card to attract
sponsors at different sponsorship and pricing levels.

The Company takes a very different approach to sponsorship to traditional
banner advertisement strategies. The www.topclick.com home page has
straightforward text placement links, whereas the Search Results page of the
site has the capability to deliver a completely sponsor-branded results page,
offering the sponsor a high impact message placement.

The Company can also deliver promotional messages through this system to
represent other businesses with which it has developed revenue-sharing
relationships. For example, in September 2000 the Company announced a
partnership with www.chooseyourmail.com, a permission email service that will
pay the company 40% of all revenues generated from subscribers that sign up
for the service via the Company's web site.

The Company has retained the services of certain key individuals through
management services agreements for day-to-day management and marketing of the
web site. TopClick intends to compensate these individuals through a
combination of cash and stock and to qualify that stock for trading at the
earliest opportunity. The Company is currently being funded by creditors and
does not have cash on hand to discharge all liabilities in the ordinary
course.

On September 25, 2000 the company announced the appointment of iCapital
Corporation Investment Bank to advise the company on business strategy and
sources of funding. The company plans to seek merger acquisition candidates as
part of a development plan to diversify its holdings, create earnings, and
maximize shareholder value.

Subject to securing funding, the company plans to scale down its Canadian
operations and to increase its US presence.

This operating plan is subject to a number of material risks.

INADEQUATE WORKING CAPITAL - At the date of this report, the Company's current
liabilities exceed its current assets. The Company is relying on services
provided by creditors and is not able to pay all its liabilities in the
ordinary course. Unless the Company can raise additional funds in the very
near term, it will have to cease operations.

COMMITMENT OF KEY EMPLOYEES AND CONTRACTORS - There can be no assurance the
Company will be able to maintain the continued commitment of key individuals.
If these individuals were to cease working for the Company it is possible that
the Company would be unable to complete development of products services
currently being developed. If any of the contractors were to cease working for
the Company, there could be a materially adverse impact on the operations of
the Company.

ABILITY TO GENERATE REVENUES - There can be no assurance that the Company will
be able to generate sufficient revenues over the coming six months or at all.
Failure to generate sufficient revenues to cover operating expenses could have
a materially adverse effect on the operations of the Company.

DEVELOPING SITE TRAFFIC

In August 2000 www.topclick.com delivered almost 750,000 page impressions to
60,000 unique visitors, a 16% growth on the previous month's performance.
Amongst its services, www.topclick.com offers what we believe is the
Internets' only privacy-based search engine.

The Company offers an affiliate partnership program whereby other web sites
can place the www.topclick.com search engine onto their site as a free service
to their customers; by August 31, 2000 the company had successfully signed 236
web sites onto this program.

NAME IDENTIFICATION

The Company has purchased additional domain names and will attempt to prevent
third parties from adopting names similar to TopClick. The Company has entered
into various domain name registration agreements for Topsearches.com,
Mytopclick.com, TopClicking.com, TopClick-Inc.com, TopClickinc.com, Top-
Clicks.net, TopClick.net, TopClicks.net, TopClicks.com, Top-click.com, Top-
clicks.com, Top-click.net, Lookmarks.com, Allownet and Allowmail with Network
Solutions, Inc. ("NSI").

NSI is responsible for the registration of second-level Internet domain names
in the top level COM, ORG, NET, and EDU domains. NSI registers these second-
level domain names on a first come first served basis. By registering a domain
name, NSI does not determine the legality of the domain name registration, or
otherwise evaluate whether that registration or use may infringe upon the
rights of a third party. Effective February 25, 1998, NSI revised its domain
name dispute policy which provides, among other things, that if a registrant
files a civil action related to the registration and use of a domain name, and
provides NSI with a copy of the file-stamped complaint, NSI will maintain the
status quo ante of the domain name record pending a final or temporary
decision of that court. In such cases, NSI will deposit control of the domain
name into the registry of the court by supplying the registrant with the
registry certificate for deposit. While the domain name is in the registry of
the court, NSI will not make any changes to the domain name record unless
ordered by the court. The Company believes that this revision to NSI's domain
name dispute policy will discourage frivolous claims against the domain names
held by the Company. Domain name registrations are effective for two years and
may be renewed year-to-year thereafter.

THE COMPANY'S CONTINGENCY PLANS

To prevent electrical failures from adversely affecting the Company's
operations, the Company performs regularly scheduled data backups and connects
its computer system to backup power systems.

EMPLOYEES

During the next 12 months, depending on the availablity of funding and the
success of the Company's market expansion plan, the Company may hire up to 20
additional employees; however, the Company is not able to provide a reasonable
estimate of the number of such additional employees which may be required at
this time.



<PAGE>
<PAGE>
PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

     There are no legal actions pending against the Company nor are any such
legal actions contemplated.

Item 2.   Changes in Securities

     During the three months ended December 31, 2000, the Company issued the
following unregistered securities:

     (a)  In December 2000, the Company issued 7,040,000 shares of common
stock, at a price of $0.015 per share, and, a 100,000 shares of  common stock
at a price of $0.0156 to employees of the Company as        compensation for
services provided.

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

     None.

Item 6.   Exhibits and Reports on Form 8-K

     There are no Exhibits filed with this current report on Form 10-QSB.

     On October 20, 2000 the Company filed a report on Form 8-K, pursuant to
Item 7 of such Form, regarding the changing of accountants.

     On December 12, 2000 the company filed a report on Form 8-k, pursuant to
Item 5 of such Form, regarding closing its Canadian office.


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                                  SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the San Diego, California, on March 8, 2001.

                                   TOPCLICK INTERNATIONAL, INC.,
                                   a Delaware corporation

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