Securities And Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

|X|   Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
      Exchange Act Of 1934

      For The Quarterly Period Ended July 31, 2004.

|_|   Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act
      Of 1934

      For The Transition Period From ______________To_________________

                        Commission File Number 333-31238

                                Superclick, Inc.
              ----------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

          Washington                                              52-2219677
 ------------------------------                               -----------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                5001 LBJ Freeway
                                Suite 700 PMB173
                                Dallas, TX 75244
                                 (858) 518-1387
          ------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
            Area Code, Of Registrant's mailing address in California)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_|

The number of outstanding shares of the issuer's common stock, $0.0006 par
value, as of July 31, 2004 was 24,173,902.
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

                                     Part I

Item 1.   Financial Statements

Consolidated Balance Sheet as of July 31, 2004 (as restated) (Unaudited)   3

Consolidated Statements of Operations and accumulated
   deficit for the three and nine months ended July 31,
   2004 (as restated) and 2003, and for the Period
   June 3, 1999(Date of inception) to
   July 31, 2004 (unaudited) .......................................       4

Consolidated Statements of Stockholders Equity for the
   nine months ended July 31, 2004 (as restated) and for the period
   June 3, 1999 (Date of inception) to July 31, 2004 (unaudited).....      5

Consolidated Statements of Comprehensive Income (Loss) for the
   three and nine months ended July 31, 2004 (as restated) and 2003,
   and the Period June 3, 1999 (Date of Inception) to July 31, 2004
  (unaudited) .......................................................       6

Consolidated Statements of Cash Flows for the three and nine months
   ended July 31, 2004 (as restated) and 2003, and for the period
   June 3, 1999 (Date of inception) to July 31, 2004 (unaudited)......      7

Supplemental Schedule of Non-Cash Investing and Financing Activities.       8

Notes To Financial Statements (Unaudited) ...........................       9

Item 2.   Management's Discussion and Analysis ......................      25

Item 3.   Controls and Procedures....................................      28

                           Part II - Other Information

Item 4.   Exhibits and Reports on Form 8-K ..........................      28

Item 5.   Signatures ................................................      29

                                       i
<PAGE>

THIS QUARTERLY REPORT ON FORM 10-QSB/A IS BEING FILED FOR THE PURPOSE OF
AMENDING PARTS OF OUR QUARTERLY REPORT ON FORM 10-QSB FOR THE THREE MONTHS AND
NINE MONTHS ENDED JULY 31, 2004. ALL INFORMATION IN THIS 10-QSB/A IS AS OF THE
DATE OF OUR QUARTERLY REPORT ON FORM 10-QSB, filed on September 14, 2004 EXCEPT
AS STATED HEREIN. THIS REPORT INCLUDES AMENDMENTS TO ITEM 1, FINANCIAL
STATEMENTS, AND ITEM 2, MANAGEMENT'S DISCUSSION AND ANSLYSIS.

                                        2
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet (Restated)
July 31, 2004

<TABLE>
<CAPTION>
==============================================================================================
                                                                                   July 31,
ASSETS                                                                               2004
--------------                                                                   ------------
CURRENT ASSETS                                                                    (Unaudited)
-------------
<S>                                                                              <C>
        Cash                                                                     $    426,059
        Accounts receivable                                                           820,772
        Tax credits receivable                                                        121,977
        Prepaid expenses                                                               28,223
        Work In Process Inventory, net of reserve of $28,203                           85,684
                                                                                 ------------
               TOTAL CURRENT ASSETS                                                 1,482,716

Fixed assets (Note B)
        Cost                                                                          164,298
        Accumulated Depreciation                                                      (49,232)
                                                                                 ------------
        Net                                                                           115,066

Goodwill                                                                            1,354,606

               TOTAL ASSETS                                                      $  2,952,388
                                                                                 ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        Accounts payable and accrued expenses :
               Accounts payable                                                  $    463,450
               Accrued payroll                                                          4,391
               Accrued other                                                           41,132
                                                                                 ------------
               TOTAL CURRENT LIABILITIES                                              508,974

COMMITMENT (Note I)

STOCKHOLDERS' EQUITY (Note E)
               Preferred stock, par value $.0001; 20,000,000
               shares authorized; 0 issued and outstanding                                 --

               Common stock, par value $.0006, 121,000,000 shares authorized;
               issued and outstanding 24,173,902 at July 31                            14,504
               Common stock subscribed                                                232,000

              Additional paid-in capital                                            3,257,864
              Deficit accumulated during the development stage                     (1,086,132)
               Accumulated other comprehensive gain (loss)
                    (Cumulative translation adjustment)                                25,178
                                                                                 ------------

               TOTAL STOCKHOLDERS' EQUITY                                           2,443,415
                                                                                 ------------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  2,952,388
                                                                                 ============
</TABLE>


                                        3
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Unaudited Consolidated Statements of Operations For the Three and Nine
Months Ended July 31, 2004 and 2003, and The Period June 3, 1999 (Date of
Inception) to July 31, 2004 (Restated)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                                             June 3, 1999
                                             Three Months     Three Months    Nine Months     Nine Months     (Inception)
                                               Ended 31,        Ended 31,     Ended July 31,   Ended July 31,  to July 31,
                                              ------------    ------------    ------------    ------------    ------------
                                                 2004              2003            2004           2003           2004
                                              ------------    ------------    ------------    ------------    ------------
Revenue                                        (Restated)                      (Restated)                      (Restated)
<S>                                           <C>             <C>             <C>             <C>             <C>
      Net Sales                               $    804,701    $         --    $  1,420,891    $         --    $  1,423,583
      Cost of goods sold                           497,690              --         906,985              --         910,008
                                              ------------    ------------    ------------    ------------    ------------
      Gross Profit                                 307,011              --         513,906              --         513,575

Cost and Expenses
      Loss on equity method investment                  --              --              --              --          90,000
      Bank charges                                   7,668              50          15,807             125          16,780
      Communication                                 17,518              --          43,864              --          56,100
      Consulting fees                               42,520              --          51,796              --          70,497
      Meals and entertainment                        1,163              --          12,573              --          48,272
      Depreciation and amortization                  5,693              --          12,384              40          20,341
      Marketing and promotion                       21,020              --          26,302              --          57,331
      Office                                        15,254             827          45,344           2,862          52,466
      Director Compensation                         55,500              --         233,019              --         233,019
      Professional fees                             67,761          12,984         180,179          45,369         394,488
      Investor relations                            25,340             170         100,195            (278)        128,925
      Loss due to license revisions                     --              --              --              --           4,639
      Write down of furniture and equipment             --              --              --              --           1,315
      Salary and wages                             166,523              --         394,866              --         427,086
      Travel                                        32,829              --          82,582             375         113,841
      Taxes & Licenses                               1,301              84           9,147              84           9,947
      Research and development                         385              --           1,535              --         (12,780)
      Interest expense                                 844              --           2,071             875           6,304
                                              ------------    ------------    ------------    ------------    ------------
      Total Expenses                               461,319          14,115       1,211,664          49,452       1,718,571
                                              ------------    ------------    ------------    ------------    ------------
Loss from Operations                              (154,308)        (14,115)       (697,758)        (49,452)     (1,204,996)
Gain on sale of investment                              --              --              --                          80,000
Gain on forgiveness of debt                             --              --              --          38,864          38,864
                                              ------------    ------------    ------------    ------------    ------------
      Total Other Income                                --              --              --          38,864         118,864

       Net Earnings (Loss)                    $   (154,308)   $    (14,115)   $   (697,758)   $    (10,588)   $ (1,086,132)
                                              ============    ============    ============    ============    ============
      Net (Loss) per common share
      Basic and diluted                       $      (0.01)   $      (0.00)   $      (0.03)   $      (0.00)
                                              ============    ============    ============    ============

      Weighted average common shares
           outstanding Basic and diluted        24,047,946       3,500,000      22,146,722       3,226,543
</TABLE>

                                       4
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholder's Equity
For the Nine Months Ended July 31, 2004, Years Ended December 31, 2000, 2001,
2002, Ten Months Ended October, 31, 2003, and The Period June 3, 1999 (Date of
Inception) to July 31, 2004 (Restated)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                                              Deficit
                                                               Common Stock                                  Accumulated
                                                       -------------------------                Additional   during the
                                                           Number of                             Paid-in     Development
                                                           Shares       Amount    Subscribed     Capital       Stage
                                                       -------------- ----------  ------------ ------------- ---------------
<S>                                                       <C>          <C>          <C>         <C>            <C>
BALANCES June 3, 1999                                             --   $     --     $      --   $        --    $         --

      Shares issued during the period
        Shares issued to acquire license (Note B)          8,333,333      5,000                       5,000
        Shares issued for cash                             1,916,667      1,150                     102,350

      Net loss for the period from June 3, 1999
      (inception) through December 31, 1999                                                                         (18,936)
                                                       -------------- ----------  ------------ ------------- ---------------
BALANCES December 31, 1999                                10,250,000      6,150            --       107,350         (18,936)

      Net loss for 2000                                                                                             (88,027)
                                                       -------------- ----------  ------------ ------------- ---------------
BALANCES December 31, 2000                                10,250,000      6,150            --       107,350        (106,963)

      Shares issued during the period
        Shares Issued for Nordic acquisition                 166,667        100                      89,900

      Shares cancelled during the period
        Shares cancelled for license
        agreement revisions                               (7,916,667)    (4,750)                      4,750

      5:1 forward stock split                                    5:1

      Net Loss through December 31, 2001                                                                           (181,335)
                                                       -------------- ----------  ------------ ------------- ---------------
BALANCES December 31, 2001                                 2,500,000      1,500            --       202,000        (288,298)

      Issuance of common stock                               583,333        350                      64,635

      Net Loss through December 30, 2002                                                                            (10,534)
                                                       -------------- ----------  ------------ ------------- ---------------
BALANCES December 31, 2002                                 3,083,334      1,850            --       266,635        (298,832)

      Shares issued during the period
        Shares issued for cash                             2,433,333      1,460                     202,540
        Shares Issued for Superclick Networks, Inc.
             acquisition                                  14,025,800      8,415                   1,236,520

      6:1 reverse stock split                                    1:6

      Foreign Currency Translation Adjustment

      Net Loss through October 31, 2003                                                                             (89,542)
                                                       -------------- ----------  ------------ ------------- ---------------
BALANCES October 31, 2003                                 19,542,467   $ 11,725     $      --   $ 1,705,695    $   (388,374)
      Shares issued during the period
        Shares issued for cash (Restated)                  4,033,329      2,420       232,000     1,290,580
        Shares issued for services (Restated)                598,106        359                     295,160
        Stock options granted                                                                        38,439
        Fees related to share issuance                                                              (72,010)
      Foreign Currency Translation Adjustment (Restated)

      Net Loss through July 31, 2004 (Restated)                                                                    (697,758)
                                                       -------------- ----------  ------------ ------------- ---------------
BALANCES July 31, 2004                                    24,173,902   $ 14,504     $ 232,000   $ 3,257,864    $ (1,086,132)
                                                       ============== ==========  ============ ============= ===============

<CAPTION>

----------------------------------------------------------------------------------------


                                                       Accumulated Other
                                                       Comprehensive         Total
                                                           Income         Stockholders'
                                                        -------------  ---------------
<S>                                                         <C>           <C>
BALANCES June 3, 1999                                       $      --     $        --

      Shares issued during the period
        Shares issued to acquire license (Note B)                              10,000
        Shares issued for cash                                                103,500

      Net loss for the period from June 3, 1999
      (inception) through December 31, 1999                                   (18,936)
                                                        -------------  ---------------
BALANCES December 31, 1999                                        --           94,564

      Net loss for 2000                                                       (88,027)
                                                        -------------  ---------------
BALANCES December 31, 2000                                        --            6,537

      Shares issued during the period
        Shares Issued for Nordic acquisition                                   90,000

      Shares cancelled during the period
        Shares cancelled for license
        agreement revisions                                                        --

      5:1 forward stock split

      Net Loss through December 31, 2001                                     (181,335)
                                                        -------------  ---------------
BALANCES December 31, 2001                                        --          (84,798)

      Issuance of common stock                                                 64,985

      Net Loss through December 30, 2002                                      (10,534)
                                                        -------------  ---------------
BALANCES December 31, 2002                                        --          (30,347)

      Shares issued during the period
        Shares issued for cash                                                204,000
        Shares Issued for Superclick Networks, Inc.
             acquisition                                                    1,244,935

      6:1 reverse stock split

      Foreign Currency Translation Adjustment                 (7,476)          (7,476)

      Net Loss through October 31, 2003                                       (89,542)
                                                        -------------  ---------------
BALANCES October 31, 2003                                   $ (7,476)     $ 1,321,570
      Shares issued during the period
        Shares issued for cash (Restated)                                   1,525,000
        Shares issued for services (Restated)                                 295,519
        Stock options granted                                                  38,439
        Fees related to share issuance                                        (72,010)
      Foreign Currency Translation Adjustment (Restated)      32,654           32,654

      Net Loss through July 31, 2004 (Restated)                              (697,758)
                                                        -------------  ---------------
BALANCES July 31, 2004                                      $ 25,178      $ 2,443,415
                                                        =============  ===============
</TABLE>

                                       5
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Unaudited Consolidated Statements of Comprehensive Income (Loss) For the Three
and Nine Months Ended July 31, 2004, and 2003, and The Period June 3, 1999 (Date
of Inception) to July 31, 2004 (Restated)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                      Three Months    Three Months  Nine Months   Nine Months   June 3, 1999
                                                        Ended           Ended         Ended         Ended       (Inception) to
                                                        July 31,        July 31,     July 31,      July 31,         July 31,
                                                      -----------    -----------    -----------    -----------    -----------
                                                         2004             2003          2004          2003           2004
                                                      -----------    -----------    -----------    -----------    -----------
                                                       (Restated)                     (Restated)                   (Restated)
<S>                                                   <C>            <C>            <C>            <C>            <C>
Net Gain/(Loss)                                       $  (154,307)   $   (14,115)   $  (697,758)   $   (10,588)   $(1,086,132)

Other Comprehensive Income gain (Loss)                         --             --             --             --             --

     Foreign Currency Translation Adjustment               57,120             --         32,654             --         25,178
                                                      -----------    -----------    -----------    -----------    -----------

Net Comprehensive Gain/(Loss)                         $   (97,187)   $   (14,115)   $  (665,104)   $   (10,588)   $(1,060,954)
                                                      ===========    ===========    ===========    ===========    ===========
</TABLE>

                                       6
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Three and Nine Months Ended July 31, 2004 and 2003, and The Period June
3, 1999 (Date of Inception) to July 31, 2004

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                               Three Months    Three Months    Nine Months
                                                                 Ended           Ended           Ended
                                                                 July 31,        July 31,       July 31,
                                                               -----------    -----------    -----------
                                                                  2004            2003           2004
                                                               -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:                           (Restated)                   (Restated)
<S>                                                            <C>            <C>            <C>
     Net loss                                                  $  (154,307)   $   (14,115)   $  (697,758)
     Adjustments to reconcile net loss
        to net cash used by operating activities
         Depreciation                                                5,693             --         12,385
         Amortization                                                   --             --             --
         Compensation expense on intrinsic
            value of options issued                                 34,236             --         38,439
         License impairment agreement                                   --             --             --
         Abandonment of furniture and equipment                         --             --             --
         Loss on investment                                             --             --             --
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES: (Net of effect of acquisition)
     (Increase) decrease in current assets:
         Accounts receivable                                      (366,933)            --       (741,900)
         Other receivables                                         (14,458)            --        (38,456)
         Prepaid expenses                                           12,459             --        (19,269)
         Inventory                                                 (17,745)            --        (62,614)
     Increase (Decrease) in current liabilities:
         Accounts payable and accrued expenses                     115,879         (7,298)       263,895
         Accrued payroll                                           (21,239)            --        (50,998)
         Accrued other                                              13,875             --         33,346
                                                               -----------    -----------    -----------
         NET CASH USED FOR OPERATING ACTIVITIES                   (392,540)       (21,413)    (1,262,930)
CASH FLOWS FROM INVESTING ACTIVITIES:
         Cash to acquire Superclick Networks, Inc.                      --             --             --
         Acquisition of furniture and equipment                    (57,814)            --        (85,554)
                                                               -----------    -----------    -----------
         NET CASH USED FOR INVESTING ACTIVITIES                    (57,814)            --        (85,554)
CASH FLOWS FROM FINANCING ACTIVITIES:
         Sale of common stock                                      500,990         20,000      1,748,509
         Repayment of note payable                                      --             --        (23,143)
         Related party loan                                             --             --             --
                                                               -----------    -----------    -----------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                 500,990         20,000      1,725,366
EFFECT OF EXCHANGE RATE CHANGES ON CASH                             42,002             --         29,855
NET INCREASE (DECREASE) IN CASH                                     92,638         (1,413)       406,736
CASH, beginning of period                                          333,421          2,541         19,323
CASH acquired                                                           --             --             --
                                                               -----------    -----------    -----------
CASH, end of period                                            $   426,059    $     1,128    $   426,059
                                                               ===========    ===========    ===========
Other non-cash investing and financing activities:
     License agreement acquired by issue of common stock       $        --    $        --    $        --
     Nordic Racing Limited acquired by issue of common stock   $        --    $        --    $        --
     Forgiveness of related party loan                         $        --    $        --    $        --
     Shares issued for services (Restated)                     $    55,500    $        --    $   295,519
     Interest paid                                             $       844    $        --    $     2,071
     Taxes paid                                                $        --    $        --    $        --

<CAPTION>

-------------------------------------------------------------------------------------------
                                                                 Nine Months   June 3, 1999
                                                                   Ended      (Inception) to
                                                                  July 31,       July 31,
                                                               -----------    -----------
                                                                   2003           2004
                                                               -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:                                         (Restated)
<S>                                                            <C>            <C>
     Net loss                                                  $   (10,588)   $(1,086,132)
     Adjustments to reconcile net loss
        to net cash used by operating activities
         Depreciation                                                   --         14,981
         Amortization                                                   40          5,361
         Compensation expense on intrinsic
            value of options issued                                     --         38,439
         License impairment agreement                                   --          4,639
         Abandonment of furniture and equipment                         --          1,315
         Loss on investment                                             --         90,000
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES: (Net of effect of acquisition)
     (Increase) decrease in current assets:
         Accounts receivable                                            --       (612,745)
         Other receivables                                              --        (50,353)
         Prepaid expenses                                               --        (20,073)
         Inventory                                                      --        (63,643)
     Increase (Decrease) in current liabilities:
         Accounts payable and accrued expenses                      11,691        204,295
         Accrued payroll                                                --        (61,265)
         Accrued other                                                  --         49,699
                                                               -----------    -----------
         NET CASH USED FOR OPERATING ACTIVITIES                      1,143     (1,485,482)
CASH FLOWS FROM INVESTING ACTIVITIES:
         Cash to acquire Superclick Networks, Inc.                      --       (145,000)
         Acquisition of furniture and equipment                         --        (89,894)
                                                               -----------    -----------
         NET CASH USED FOR INVESTING ACTIVITIES                         --       (234,894)
CASH FLOWS FROM FINANCING ACTIVITIES:
         Sale of common stock                                       30,000      2,120,994
         Repayment of note payable                                      --             --
         Related party loan                                        (30,780)        (6,762)
                                                               -----------    -----------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                    (780)     2,114,232
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 --         25,632
NET INCREASE (DECREASE) IN CASH                                        363        419,487
CASH, beginning of period                                              765             --
CASH acquired                                                           --          6,572
                                                               -----------    -----------
CASH, end of period                                            $     1,128    $   426,059
                                                               ===========    ===========
Other non-cash investing and financing activities:
     License agreement acquired by issue of common stock       $        --    $    10,000
     Nordic Racing Limited acquired by issue of common stock   $        --    $    90,000
     Forgiveness of related party loan                         $        --    $    38,864
     Shares issued for services (Restated)                     $        --    $   295,519
     Interest paid                                             $        --    $     2,303
     Taxes paid                                                $        --    $        --
</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Supplemental Schedule of Non-Cash Investing and Financing Activities (Unaudited) (restated)
--------------------------------------------------------------------------------------------------
The Company purchased all of the issued and outstanding stock of Superclick
Networks, Inc. The fair value of the assets and liabilities acquired were as
follows at October 8, 2003:

<S>                                                                                 <C>
Cash                                                                                $       6,572
Accounts receivable                                                                       205,283
R&D tax credit receivable                                                                  71,833
Prepaid expenses                                                                            8,106
Inventory                                                                                  21,720
Property and Equipment (net)                                                               40,746
Intangible Assets, Net                                                                        106
Excess of cost over net assets acquired                                                 1,354,606
                                                                                    -------------
                                                                                        1,708,972

Accounts payable and accrued expenses                                                    (315,645)
Notes payable to shareholder                                                              (19,844)
Note payable to Superclick, Inc (eliminated in consolidation at October 31, 2003)
                                                                                         (130,000)

Currency translation adjustment                                                            16,452
                                                                                    -------------

Acquisition expenses                                                                $      15,000
Fair value of common stock issued                                                   $   1,244,935
                                                                                    =============
</TABLE>


                                       8
<PAGE>

                                Superclick, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                     For The Nine Months Ended July 31, 2004

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation

The unaudited financial statements of Superclick, Inc. (the "Company"), as of
July 31, 2004 and for the three and nine month periods ended July 31, 2004 and
2003 have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial reporting. Accordingly, they
do not include all of the disclosures required by accounting principles
generally accepted in the United States for complete financial statements and
should be read in conjunction with the audited consolidated financial statements
and notes thereto included in the Company's Form 10-K for the ten months ended
October 31, 2003. In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) considered necessary for a fair presentation of
the interim financial information have been included. The results of operations
for any interim period are not necessarily indicative of the results of
operations for the entire year.

Organization

Superclick, Inc. has been in the development stage since its incorporation under
the laws of the state of Washington on June 3, 1999. The Company operates as a
holding company for acquisitions of Internet and communications services related
businesses.

On October 6, 2003 the Company amended its articles of incorporation, changing
the name of the Company to Superclick, Inc. from Grand Prix Sports, Inc.

Pursuant to a share purchase agreement dated October 7, 2003, the Company
acquired 100% of the issued and outstanding shares of Superclick Networks, Inc.
("SNI") from its shareholders. In consideration for acquiring all of the SNI
shares the Company has issued to its previous shareholders 14,025,800 shares of
Superclick, Inc. Accordingly, SNI became the Company's wholly-owned subsidiary
as of October 8, 2003. The consolidated financial statements include the
operations of SNI from October 8, 2003 through July 31, 2004.

In coordination with the acquisition, the Company consummated a one for six
reverse stock split effective October 10, 2003. All share and per share amounts
shown in these financial statements retroactively reflect the reverse stock
split for all periods presented.

On October 10, 2003, the Company changed its year-end to October 31 to coincide
with the year-end of its wholly-owned subsidiary, SNI.

SNI was organized on August 24, 2000, in Montreal, Quebec, Canada. SNI is in the
business of developing, marketing and selling high-speed, low-speed, wired and
wireless Internet access solutions to the hospitality, multiple tenant unit and
education markets on a worldwide basis. SNI has developed a proprietary modem
access solution that is compatible with any Internet ready computer and requires
no special configuration or access numbers, using the existing wiring and
allowing for monitoring for Internet usage.

                                       9
<PAGE>

The Company's plan of business is committed to the commercialization activities
of SNI's products, with an emphasis on building product and brand awareness
among targeted customers. However, in order to expand its customer base and to
manage financial requirements operationally and administratively, the Company
will continue to seek additional debt or equity financing. The Company will also
attempt to reduce its operating expenses relative to cash inflow from operating
activities.

Summary of Significant Accounting Principles

Principles of consolidation

The consolidated financial statements include the accounts of Superclick, Inc.
and its wholly-owned subsidiary, Superclick Networks, Inc. All material
inter-company accounts and transactions have been eliminated.

Accounting estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Accounts receivable

Accounts receivable are reported at the customers' outstanding balances less any
allowance for doubtful accounts. Interest is not accrued on overdue accounts
receivable. The Company evaluates receivables on a regular basis for potential
reserve.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined on a
first-in, first-out method. Management performs periodic assessments to
determine the existence of obsolete, slow moving and non-salable inventories,
and records necessary provisions to reduce such inventories to net realizable
value.

Property and equipment

Property and equipment are stated at cost. Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are expensed. At
the time property and equipment are retired or otherwise disposed of, the asset
and related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.

                                       10
<PAGE>

Superclick Networks, Inc. depreciates its property and equipment on a declining
balance method, switching to straight line, at the following rates as applied to
net depreciable value:

         Furniture and fixtures:                     20%
         Computer equipment and software:            30%

Long-lived assets

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the historical cost-carrying value of an
asset may not be recovered. The Company assesses recoverability of the carrying
value of an asset by estimating the future net cash flows expected to result
from the asset, including eventual disposition. If the future net cash flows are
less than the carrying value of the asset, an impairment loss is recorded equal
to the difference between the asset's carrying value and fair value.

Revenue recognition policy

Revenue from the sale of Internet high speed connection equipment is recognized
when the earning process is complete and the risk and rewards of ownership have
transferred to the customer, which is generally considered to have occurred upon
the delivery and installation of the equipment to the customer. The Company
recognizes revenue in accordance with SEC Staff Accounting Bulletin 101.

Shipping and handling costs

The Company's policy is to classify shipping and handling costs as part of cost
of goods sold in the statement of operations.

Advertising

Superclick, Inc. and its wholly-owned subsidiary expense all advertising as
incurred. The Company has not incurred any advertising expense from the date of
the acquisition through October 31, 2003. During nine months ended July 31,
2004, the Company incurred expenses of $338 for advertising.

Loss per common share

The Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic loss per share is calculated using the weighted average number of common
shares outstanding in the period. Diluted loss per share includes potentially
dilutive securities such as outstanding options and warrants, using the
"treasury stock" method and convertible securities using the "if-converted"
method. The assumed exercise of options and warrants and assumed conversion of
convertible securities have not been included in the calculation of diluted loss
per share as the affect would be anti-dilutive.

                                       11
<PAGE>

Issuance of common stock

The issuance of common stock for other than cash is recorded by the Company at
management's estimate of the fair value of the assets acquired or services
rendered, whichever is more readily determinable.

Income taxes

Provisions for income taxes are based on taxes payable or refundable for the
current year and deferred taxes on temporary differences between the amount of
taxable income and pretax financial income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled as prescribed in
FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized. The Company
underwent a change of control for income tax purposes on October 8, 2003
according to Section 381 of the Internal Revenue Code. The Company's utilization
of U.S. Federal net operating losses will be limited in accordance to Section
381 rules.

Intangible assets

A summary of the treatment of intangible assets of the corporation is summarized
as follows:

<TABLE>
<CAPTION>
---------------------------------- ---- ----------------- ------------------------------ --------------------
                                                                  July 31, 2004
                                                                  -------------
---------------------------------- ---- ----------------- ------------------------------ --------------------
                                             Gross                                               Net
                                           Intangible              Accumulated                Intangible
                                             Assets                Amortization                 Assets
---------------------------------- ---- ----------------- ------------------------------ --------------------
<S>                                           <C>                                    <C>          <C>
Goodwill                                      $1,354,606                             $0           $1,354,606
---------------------------------- ---- ----------------- ------------------------------ --------------------
Other intangibles                                    500                            500                    0
---------------------------------- ---- ----------------- ------------------------------ --------------------
Total                                         $1,355,106                           $500           $1,354,606
---------------------------------- ---- ----------------- ------------------------------ --------------------
</TABLE>

The Company adopted SFAS 142 and does not record the amortization of goodwill,
which is deemed to have an indefinite life. The Company no longer amortizes
intangible assets with indefinite lives. Instead they are subject to annual
tests for impairment.

SFAS 142 supercedes APB Opinion #17, Intangible Assets. In accordance with SFAS
142 the Company will perform an impairment test of goodwill at the fiscal
year-end. Previous to the acquisition of SNI on October 8, 2003, the Company had
no goodwill.

Impact of accounting standards

On December 23, 2003, the FASB issued FASB Statement No. 132-Revised 2003 ("SFAS
132R"), Employers' Disclosures about Pensions and Other Postretirement Benefits.
This standard increases the existing GAAP disclosure requirements by requiring
more details about pension plan assets, benefit obligations, cash flows, benefit
costs and related information. Companies will be required to segregate plan
assets by category, such as debt, equity and real estate, and to provide certain
expected rates of return and other informational disclosures. SFAS 132R also
requires companies to disclose various elements of pension and postretirement
benefit costs in interim-period financial statements for quarters beginning
after December 15, 2003. The Company does not expect the implementation of the
pronouncement to have a material effect on its financial condition or results of
operations.

                                       12
<PAGE>

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. For the three
months ended July 31, 2004, two customers individually accounted for 40% and
33%, respectively, of accounts receivable.

For the three months ended July 31, 2004, approximately 59% of SNI's net sales
were made to customers outside the United States.

SNI has been dependent on third-party equipment manufacturers, distributors,
dealers, and contractors for all of its supply of communications equipment. For
the three months ended July 31, 2004, SNI's five largest suppliers accounted for
70% of product and service purchases, respectively. SNI is dependent on the
ability of its suppliers to provide products and services on a timely basis and
on favorable pricing terms. The loss of certain principal suppliers or a
significant reduction in product availability from principal suppliers could
have a material adverse effect on the Company.

Disclosure about Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at July
31, 2004, as defined in FASB 107, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgment is required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.

Foreign Currency Translation

The financial statements of the Canadian subsidiary are measured using the
Canadian dollar as the functional currency. Assets, liabilities and equity
accounts of the company are translated at exchange rates as of the balance sheet
date or historical acquisition date, depending on the nature of the account.
Revenues and expenses are translated at average rates of exchange in effect
during the year. The resulting cumulative translation adjustments have been
recorded as a separate component of stockholders' equity. The financial
statements are presented in United States of America dollars.

Research and development

Expenses related to present and future products are expensed as incurred.

                                       13
<PAGE>

NOTE B - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Furniture and Fixtures     $        80,447
Computer Hardware                   51,333
Fabrication Mold and Dye            17,116
Leasehold Improvements              14,610
Computer Software                      792
                           ---------------
                                   164,298
Accumulated Depreciation           (49,232)
                           ---------------
                                   115,066

NOTE C - NET OPERATING LOSS CARRY FORWARD

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2003 a
valuation allowance for the full amount of the net deferred tax asset was
recorded because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by $250,000 for
the nine months ended July 31, 2004.

<TABLE>
<CAPTION>
                                   United States Corporation Income Taxes
------------------------------------ ----------------------- --------------- --- --------------------------
           Year of Loss                                              Amount            Expiration Date
------------------------------------ ----------------------- --------------- --- --------------------------
<S>                                                                <C>                 <C>
   9 months ending July 31, 2004                                   $681,701               July 31, 2024
------------------------------------ ----------------------- --------------- --- --------------------------
         October 31, 2003                                          $ 68,638            October 31, 2023
------------------------------------ ----------------------- --------------- --- --------------------------
         December 31, 2002                                           10,534           December 31, 2022
------------------------------------ ----------------------- --------------- --- --------------------------
         December 31, 2001                                          181,335           December 31, 2021
------------------------------------ ----------------------- --------------- --- --------------------------
         December 31, 2000                                           88,027           December 31, 2020
------------------------------------ ----------------------- --------------- --- --------------------------
         December 31, 1999                                           18,936           December 31, 2019
------------------------------------ ----------------------- --------------- --- --------------------------
                                                                   $993,672
------------------------------------ ----------------------- =============== --- --------------------------
</TABLE>

The expiration dates for U.S. net operating losses may be extendable under
Section 381 of the U.S. Internal Revenue Code. After reorganization or other
change in corporate ownership, the use of certain carryforwards may be limited
or prohibited. After an ownership change, the amount of income that a
corporation may offset each year by preacquisition NOL carryforwards is
generally limited to an amount determined by multiplying the value of the equity
of the corporation just prior to the ownership change by the federal long-term
tax-exempt rate in effect on the date of the change. Any unused limitation may
be carried forward and added to the next year's limitation. The annual
limitation is approximately $44,000.

<TABLE>
<CAPTION>
                                               Canadian Income Taxes
------------------------------------ ----------------------- --------------- --- --------------------------
           Year of Loss                                              Amount            Expiration Date
------------------------------------ ----------------------- --------------- --- --------------------------
<S>                                                                <C>                        <C> <C>
         October 31, 2002                                          $201,968           October 31, 2009
------------------------------------ ----------------------- --------------- --- --------------------------
         October 31, 2001                                            12,498           October 31, 2008
------------------------------------ ----------------------- --------------- --- --------------------------
                                                                   $214,466
------------------------------------ ----------------------- =============== --- --------------------------
</TABLE>

                                       14
<PAGE>

SNI generated Canadian research and development tax credits for the years ended
October 31, 2003 and 2002 of $66,445 and $105,657, respectively. The activities
that generated these tax credits occurred primarily before the acquisition of
SNI by the Company.

NOTE D - GOING CONCERN AND MANAGEMENT'S PLANS

The Company will be required to conduct significant research, development and
testing activities which, together with the establishment of a large marketing
and distribution presence and other general and administrative expenses, are
expected to result in operating losses for the next few quarters. Accordingly,
there can be no assurance that the Company will continue as a going concern. The
Company has incurred recurring losses and cash flow deficiencies from operations
that raise substantial doubt about its ability to continue as a going concern.
The Company's continued existence is dependent upon its ability to increase
operating revenues and/or raise additional equity capital sufficient to generate
enough cash flow to finance operations in future periods. Management is
currently in the process of seeking additional equity financing with potential
investors. There can be no assurance that such additional financing will be
obtained. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE E - COMMON STOCK

On October 10, 2003, the Company affected a 1-for-6 reverse stock split for all
shareholders on record as of that date. All share and per share amounts shown in
these financial statements retroactively reflect the reverse stock split for all
periods presented.

In March of 2003, the Company commenced a limited private placement in an
attempt to raise equity capital. The Company has received $30,000 in exchange
for the issuance of 500,000 restricted shares of common stock.

In September of 2003, the Company commenced a private placement and received
$174,000 in exchange of 1,933,333 shares of restricted Common Stock. Attached to
each share of restricted Common Stock are two warrants giving the holder the
right to purchase Common Stock; Warrant "A" has an exercise price of $0.18 and
three year life, and Warrant "B" has an exercise price of $0.24 and three year
life. Each warrant has one-for-one rights to purchase one share of Common Stock.

During the quarter ended January 31, 2004, all 1,933,333 of the series "A"
Warrants were exercised at $.18 per share, resulting in $348,000 net proceeds to
the Company and the issuance of 1,933,333 restricted common shares.

During the quarter ended April 30, 2004 966,665 of series "B" Warrants were
exercised at $.24 per share, resulting in $232,000 net proceeds to the Company.
The 966,665 restricted common shares were unissued as of July 31, 2004. 966,668
"B" Warrants were unexercised as of July 31, 2004 (See note F below). As of
April 30, 2004 and commensurate with our recent private placement filed under

                                       15
<PAGE>

Form SB-2 filed June 8, 2004, the Company issued 999,999 shares of common stock
in exchange for $450,000. Each share issued in accordance with the private
placement is entitled to one "A" Warrant with an exercise price of $0.60 per
share. In addition, the Company issued 523,106 shares of Common Stock in
exchange for services with a total value of $240,019.

During the quarter ended July 31, 2004 the Company placed 1,099,999 units in a
private placement at a per unit price of $.45, which consisted of one common
share and one A Warrant with an exercise price of $.60. We have received
aggregate net proceeds of approximately $495,000. In addition, the Company
issued 75,000 shares of Common Stock in exchange for services with a total value
of $55,500.

NOTE F - WARRANTS

At July 31, 2004 the Company had 966,668 "B" Warrants and 2,099,999 "A" Warrants
outstanding entitling the holder thereof the right to purchase one common share
for each warrant held as follows:

                                        Exercise
  Warrant           Number of           Price Per           Expiration
   Class            Warrants             Warrant               Date
------------      --------------       ------------      ------------------
     B                  386,668             $ 0.24                  9/9/06
     B                  193,333             $ 0.24                 9/29/06
     B                  193,333             $ 0.24                10/15/06
     B                  193,334             $ 0.24                10/22/06
                  --------------
 Subtotal               966,668

     A                   55,555             $ 0.60                 4/14/07
     A                  444,444             $ 0.60                 4/19/07
     A                  100,000             $ 0.60                 4/19/07
     A                  100,000             $ 0.60                 4/23/07
     A                  100,000             $ 0.60                 4/29/07
     A                  100,000             $ 0.60                 4/29/07
     A                  100,000             $ 0.60                 4/29/07
     A                  100,000             $ 0.60                  5/7/07
     A                  200,000             $ 0.60                 5/10/07
     A                  100,000             $ 0.60                 5/11/07
     A                  100,000             $ 0.60                 5/12/07
     A                  100,000             $ 0.60                 5/17/07
     A                   11,000             $ 0.60                 5/24/07
     A                  100,000             $ 0.60                 5/24/07
     A                  200,000             $ 0.60                  6/2/07
     A                  100,000             $ 0.60                 6/16/07
     A                   89,000             $ 0.60                 6/17/07
                  --------------
Subtotal              2,099,999
                  --------------
Total                 3,066,667
                  ==============
===========================================================================

                                       16
<PAGE>

NOTE G - STOCK INCENTIVE PLANS

On April 8, 2004, the Board of Directors of the Company adopted the 2004
Incentive Stock Option Plan. This Plan is a plan for key Employees (including
officers and employee directors) and Consultants of the Company and its
Affiliates and is intended to advance the best interests of the Company, its
Affiliates, and its stockholders by providing those persons who have substantial
responsibility for the management and growth of the Company and its Affiliates
with additional incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in the
employ of the Company or any of its Affiliates.

The total number of shares of Stock set aside for Awards may be granted under
the Plan shall be 2,000,000 shares. The Company may issue each of the following
under this Plan: Incentive Option, Nonqualified Option, Stock Appreciation
Right, Restricted Stock Award or Performance Stock Award The Plan was effective
April 9, 2004 (the "Effective Date"), provided that within one year of the
Effective Date, the Plan shall have been approved by at least a majority vote of
stockholders. No Incentive Option, Nonqualified Option, Stock Appreciation
Right, Restricted Stock Award or Performance Stock Award shall be granted
pursuant to the Plan ten years after the Effective Date.

On March 4, 2004, the Company awarded its CEO a non-qualified stock option to
purchase 884,784 shares of common stock of the Company at an exercise price of
$.50 per share with an expiration date of March 3, 2006. The options vest and
become exercisable at a rate of 38,866 per month over a twenty-four month
period. On June 1, 2004, the Company awarded employees non-qualified stock
options to purchase 720,000 shares of common stock of the Company at an exercise
price of $.50 per share with an expiration date of June 1, 2006. The options
vest and become exercisable at a rate of 90,000 per quarter over a twenty-four
month period. The Company has recorded compensation expense of $38,439 through
July 31, 2004 as the option's prices were less than the fair market value of the
Company's stock on the award dates. The compensation amount is amortized over
the options' vesting periods.

On December 31, 2003, the Board of Directors of the Company adopted the 2004
Superclick, Inc. Non-Employee Director's Stock Incentive Plan (the "Stock
Incentive Plan"). The Stock Incentive Plan provides for the issuance of Options,
Restricted Stock, and/or Deferred Stock to an Awardee. The total number of
shares of Common Stock which may be awarded under the Plan is 1,500,000. If any
awarded shares are forfeited, they become available for future issuance. An
annual aggregate limit of 300,000 shares (including Options, Restricted Stock,
and Deferred Stock) is set for any individual Director.

The Stock Incentive Plan shall have a duration of ten years commencing on
January 1, 2004. Awardees are defined as director to whom an award is made. An
eligible director is any person who on the date of grant is a member of the
Board of Directors of the Company and is not an employee of the Company or of
any Subsidiary. Stock Options are non-qualified right-to-buy Options for the
purchase of Common Stock of the Company. The term of each Option shall be ten
years from the Date of Grant. The Option Price shall be the Fair Market Value of
Superclick, Inc. Common Stock on the date the Option is granted. Under no
circumstances shall any Option vest in less than one year from the date of
grant. Shares purchased upon exercise of an Option must be paid for in full at
the time of exercise either in cash or with currently owned shares. Neither the

                                       17
<PAGE>

Committee on Directors and Governance nor the Board of Directors may re-price
any Option that is less than the option exercise price. Restricted Stock is
Common Stock of the Company restricted as to sale in such fashion as the
Committee on Directors and Governance shall determine. Prior to the lifting of
the restrictions, the Awardee will be entitled to receive dividends from and to
vote the shares of Restricted Stock.

During the quarter ended April 30, 2004, the Company awarded 273,106 restricted
shares of its common stock to directors totaling $177,519. No shares were issued
to directors during the quarter ended July 31, 2004.

The following table summarizes the Company's stock option activity for the
quarter ended July 31:

                                         2004
                                 ------------------------
                                            Weighted
                                             Average
                                   Shares  Exercise Price
                                 ---------   ---------
Outstanding at
beginning of period                884,784   $    0.50

Granted                            720,000        0.50

Forfeited                               --          --
                                 ---------   ---------
Outstanding at
end of quarter                   1,604,784   $    0.50
                                 =========   =========
Options exerciseable
at quarter end                     147,464
                                 =========

The following table summarizes information about the Company's stock options
outstanding at July 31, 2004:

<TABLE>
<CAPTION>
                         Options Outstanding                                            Options Exercisable
                ----------------------------------------------------------     --------------------------------------
                     Number             Weighted             Weighted                                  Weighted
  Range of        Outstanding            Average             Average                                    Average
  Exercise        At July 31,         Contractural           Exercise               Number             Exercise
   Prices             2004            Life (years)            Price              Outstanding             Price
--------------  -----------------   ------------------   -----------------     -----------------   ------------------
<S>                    <C>                       <C>               <C>                  <C>                   <C>
       $ 0.50          1,604,784                 1.70              $ 0.50               147,464               $ 0.50
                -----------------   ------------------   -----------------     -----------------   ------------------
Total                  1,604,784                 1.70              $ 0.50               147,464               $ 0.50
                =================   ==================   =================     =================   ==================
</TABLE>

The Company applies APB Opinion 25, "Accounting for Stock Issued to Employees",
and related interpretations in accounting for its options issued to employees.

The following information is provided in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation." If the compensation cost for these
plans had been determined based on the fair value at the grant dates for awards
consistent with the method of SFAS Statement 123, the pro forma effect on the
Company's net loss per share for the three and nine months ended July 31, 2004
would have been:

                                  Three months     Nine months
                                  Ended July 31,   Ended July 31,
                                    2004              2004

Net loss as reported              $(154,308,)    $  (697,758)

Pro forma                         $  (211,054)   $  (777,577)

Net loss per share, as reported   $      (.01)   $      .(03)

Pro forma                         $      (.01)   $      (.04)

The weighted average fair value of options granted during 2004 was $0.56 per
share. The fair value of each option granted in 2004 was estimated on the date
of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:

                                     2004
                                    ------
Risk free interest rate             2.768%

Expected life (years)                  2.

Volatility                         152.44%

Dividend yield                         --

NOTE H - RELATED PARTY TRANSACTION

Mr. Pitcher, Chairman of the Company, provides consulting services in exchange
for monthly compensation of $1,250 and related expenses. SNI rents office space
from a relative of a director. (see Note I).

NOTE I - COMMITMENTS AND CONTINGENCIES

SNI currently leases office space on a month to month basis from a relative of a
director and shareholder at (C$1,450) $1,006 per month. SNI has also entered
into non-cancelable operating lease for office equipment and computers at
monthly payments of (C$346) $228. Future lease payments under this operating
lease are as follows:

                           Year Ended October 31,
                                            2004              $2,739
                                            2005               2,035
                                            2006                 473
                                                              $5,247

                                       18
<PAGE>

The Company's SNI subsidiary incurred $10,624 in rent expense during the nine
months ended July 31, 2004.

NOTE J - RESTATEMENT

The 10-QSB for Superclick, Inc. as of July 31, 2004 and for the three and nine
months ended July 31, 2004 has been restated. The restatement includes 75,000
shares issued for services valued at $55,500 not previously recorded, a
reclassification to common stock subscribed from the common stock and additional
paid in capital accounts where the company received $232,000 for the purchase of
966,665 shares of common stock, a $45,140 increase to cost of goods sold for a
sale recorded in the period without the proper inventory reduction having been
recognized, and a cumulative translation gain of $772. The net result of the
restatement resulted in an increase to accumulated deficit of $99,868.

The following information presents the impact of the non-cash expense discussed
above, the reclassification to common stock subscribed of $232,000 from common
stock and additional paid in capital, and the $45,140 increase in cost of goods
sold and reduction of inventory and cumulative translation gain of $772, on the
Company's financial information as originally reported for the three and nine
months ended July 31, 2004:

                                       19
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
July 31, 2004 Consolidated Balance Sheet (Restatement)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                 July 31,       July 31,        July 31,
                              ASSETS                                              2004            2004           2004
                                                                                -----------    -----------    -----------
                                                                                (Previously
CURRENT ASSETS                                                                   reported)     (Restated)    (Difference)
                                                                                -----------    -----------    -----------
<S>                                                                             <C>            <C>            <C>
        Cash                                                                    $   426,059    $   426,059    $        --
        Accounts receivable                                                         820,772        820,772             --
        Tax credits receivable                                                      121,977        121,977             --
        Prepaid expenses                                                             28,224         28,224             --
        Work In Process Inventory, net of reserve of $28,203                        130,824         85,684        (45,140)
                                                                                -----------    -----------    -----------
               TOTAL CURRENT ASSETS                                               1,527,856      1,482,717        (45,140)
Fixed assets (Note B)
        Cost                                                                        164,298        164,298             --
        Accumulated Depreciation                                                    (49,232)       (49,232)            --
                                                                                -----------    -----------    -----------
        Net                                                                         115,066        115,066             --

Goodwill                                                                          1,354,606      1,354,606             --
                                                                                -----------    -----------    -----------
               TOTAL ASSETS                                                     $ 2,997,528    $ 2,952,389    $   (45,140)
                                                                                ===========    ===========    ===========

                                LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
        Accounts payable and accrued expenses :
               Accounts payable                                                 $   463,450    $   463,450    $        --
               Accrued payroll                                                        4,391          4,391             --
               Accrued other                                                         41,133         41,133             --
                                                                                -----------    -----------    -----------
               TOTAL CURRENT LIABILITIES                                            508,974        508,974             --
COMMITMENT (Note I)

STOCKHOLDERS' EQUITY (Note E)
               Preferred stock, par value $.0001; 20,000,000
               shares authorized; 0 issued and outstanding                               --             --

               Common stock, par value $.0006, 121,000,000 shares authorized;
               issued and outstanding 25,065,567 at July 31,2004                     15,039         14,504           (535)
               Common stock subscribed                                                             232,000        232,000

               Additional paid-in capital                                         3,433,829      3,257,864       (175,965)
               Deficit accumulated during the development stage                    (986,264)    (1,086,132)       (99,868)
               Accumulated other comprehensive gain (loss)
                    (Cumulative translation adjustment)                              25,950         25,178           (772)
                                                                                -----------    -----------    -----------
               TOTAL STOCKHOLDERS' EQUITY                                         2,488,554      2,443,415        (45,140)
                                                                                -----------    -----------    -----------
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 2,997,528    $ 2,952,389    $   (45,140)
                                                                                ===========    ===========    ===========
</TABLE>

                                       20
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Unaudited Consolidated Statements of Operations For the Three and Nine
Months Ended July 31, 2004 and 2003, and The Period June 3, 1999 (Date of
Inception) to July 31, 2004 (Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Three Months    Three Months    Three Months     Nine Months     Nine Months     Nine Months
                                     Ended July 31,  Ended July 31,  Ended July 31,   Ended July 31,  Ended July 31,  Ended July 31,
                                     ----------------------------------------------   ---------------------------------------------
                                          2004           2004             2004             2004           2004          2004
                                     ----------------------------------------------   ---------------------------------------------
Revenue                                (Previously     (Restated)     (Difference)     (Previously    (Restated)   (Difference)
                                        reported)                                       reported)
<S>                                      <C>          <C>           <C>                <C>            <C>            <C>
      Net Sales                           $ 804,701   $  804,701    $       -          $ 1,420,891    $ 1,420,891    $       -
      Cost of goods sold                    453,322      497,690       44,368              862,617        906,985       44,368
                                      ----------------------------------------         -----------------------------------------
      Gross Profit                          351,379      307,011      (44,368)             558,274        513,906      (44,368)

Cost and Expenses
      Loss on equity method
        investment                                -            -            -                    -              -            -
      Bank charges                            7,668        7,668            -               15,807         15,807            -
      Communication                          17,518       17,518            -               43,864         43,864            -
      Consulting fees                        42,520       42,520            -               51,796         51,796            -
      Meals and entertainment                 1,163        1,163            -               12,573         12,573            -
      Depreciation and
        amortization                          5,693        5,693            -               12,384         12,384            -
      Marketing and promotion                21,020       21,020            -               26,302         26,302            -
      Office                                 15,254       15,254            -               45,344         45,344            -
      Director Compensation                       -       55,500       55,500              177,519        233,019       55,500
      Professional fees                      67,761       67,761            -              180,179        180,179            -
      Investor relations                     25,340       25,340            -              100,195        100,195            -
      Loss due to license
        revisions                                 -            -            -                    -              -            -
      Write down of furniture
         and equipment                            -            -            -                    -              -            -
      Salary and wages                      166,523      166,523            -              394,866        394,866            -
      Travel                                 32,829       32,829            -               82,582         82,582            -
      Taxes & Licenses                        1,301        1,301            -                9,147          9,147            -
      Research and development                  385          385            -                1,535          1,535            -
      Interest expense                          844          844            -                2,071          2,071            -
                                      ----------------------------------------        ----------------------------------------
      Total Expenses                        405,819      461,319       55,500            1,156,164      1,211,664       55,500
                                      ----------------------------------------        --------------------------------------- -
Loss from Operations                        (54,440)    (154,308)     (99,868)            (597,890)      (697,758)     (99,868)
Gain on sale of investment                        -            -            -                    -              -            -
Gain on forgiveness of debt                       -            -            -                    -              -            -
                                      ----------------------------------------        ----------------------------------------
      Total Other Income                          -            -            -                    -              -            -

       Net Earnings (Loss)                $ (54,440)  $ (154,308)   $ (99,868)         $  (597,890)   $  (697,758)   $ (99,868)
                                      ========================================        ========================================
      Net (Loss) per common
        share Basic and diluted           $   (0.00)  $    (0.01)                      $     (0.03)   $     (0.03)
                                      ===========================                     ===========================
      Weighted average common
        shares outstanding
        Basic and diluted                24,812,944   24,047,946     (764,998)          22,575,721     22,146,722     (428,999)

<CAPTION>
                                                June 3, 1999   June 3, 1999    June 3, 1999
                                                (Inception)     (Inception)     (Inception)
                                                 to July 31,    to July 31,     to July 31,
                                               -----------------------------------------------
                                                     2004           2004          2004
                                               -----------------------------------------------
                                                 (Previously     (Restated)   (Difference)
                                                   reported)
<S>                                             <C>            <C>              <C>
      Net Sales                                 $ 1,423,583    $1,423,583       $        -
      Cost of goods sold                            865,640       910,008           44,368
                                                ----------------------------------------------
      Gross Profit                                  557,943       513,575          (44,368)

Cost and Expenses
      Loss on equity method
        investment                                   90,000        90,000                -
      Bank charges                                   16,780        16,780                -
      Communication                                  56,100        56,100                -
      Consulting fees                                70,497        70,497                -
      Meals and entertainment                        48,272        48,272                -
      Depreciation and
        amortization                                 20,341        20,341                -
      Marketing and promotion                        57,331        57,331                -
      Office                                         52,466        52,466                -
      Director Compensation                         177,519       233,019           55,500
      Professional fees                             394,488       394,488                -
      Investor relations                            128,925       128,925                -
      Loss due to license
        revisions                                     4,639         4,639                -
      Write down of furniture
        and equipment                                 1,315         1,315                -
      Salary and wages                              427,086       427,086                -
      Travel                                        113,841       113,841                -
      Taxes & Licenses                                9,947         9,947                -
      Research and development                      (12,780)      (12,780)               -
      Interest expense                                6,304         6,304                -
                                                ----------------------------------------------
      Total Expenses                              1,663,071     1,718,571           55,500
                                                ----------------------------------------------
Loss from Operations                             (1,105,128)   (1,204,996)         (99,868)
Gain on sale of investment                           80,000        80,000                -
Gain on forgiveness of debt                          38,864        38,864                -
                                                ----------------------------------------------
      Total Other Income                            118,864       118,864                -

       Net Earnings (Loss)                        $(986,264) $ (1,086,132)      $  (99,868)
                                                ==============================================
      Net (Loss) per common share
      Basic and diluted

      Weighted average
        common shares outstanding
        Basic and diluted
</TABLE>


                                       21
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholder's Equity
For the Nine Months Ended July 31, 2004 (Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               Nine Months     Nine Months       Nine Months
                                                               Ended July 31,  Ended July 31,    Ended July 31,
                                                               -----------------------------------------------
                                                                    2004           2004              2004
                                                               -----------------------------------------------
                                                                (Previously    (Restated)         (Difference)
                                                                  reported)
<S>                                                            <C>              <C>                <C>
Common stock:
   Shares issued for cash:
      Shares                                                     4,999,994        4,033,329          (966,665)
      Amount                                                   $     3,000      $     2,420        $     (580)
      Additional paid in capital                                 1,522,000        1,290,580          (231,420)
   Shares issued for services:                                                                              -
      Shares                                                       523,106          598,106            75,000
      Amount                                                           314              359                45
      Additional paid in capital                                   239,705          295,160            55,455
Common stock subscribed                                                  -          232,000           232,000
Stock options granted                                               38,439           38,439                 -
Fees related to share issuance                                     (72,010)         (72,010)                -
Foreign Currency Translation Adjustment                             33,426           32,654              (772)
Net Loss through July 31, 2004                                    (597,890)        (697,758)          (99,868)
                                                               -----------------------------------------------
Change in shareholders equity                                    1,166,984        1,121,844           (45,140)
Beginning Shareholders equity (October 31, 2003)                 1,321,570        1,321,570                 -
                                                               -----------------------------------------------
Total shareholders equity                                      $ 2,488,554      $ 2,443,415        $  (45,140)
                                                               ===============================================
</TABLE>


                                       22
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Three na Nine Months Ended July 31, 2004 and 2003, and The Period June
3, 1999 (Date of Inception) to July 31, 2004 (Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Three Months    Three Months    Three Months     Nine Months     Nine Months     Nine Months
                                     Ended July 31,  Ended July 31,  Ended July 31,   Ended July 31,  Ended July 31,  Ended July 31,
                                     ----------------------------------------------   ---------------------------------------------
                                          2004           2004             2004             2004           2004          2004
                                     ----------------------------------------------   ---------------------------------------------
Revenue                                (Previously     (Restated)     (Difference)     (Previously    (Restated)      (Difference)
                                        reported)                                        reported)

<S>                                      <C>          <C>             <C>             <C>           <C>              <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
    Net loss                           $ (54,440)     $ (154,308)     $  (99,868)     $  (597,890)  $  (697,758)     $     (99,868)
    Adjustments to reconcile net
        loss to net cash used by
        operating activities
      Depreciation                         5,693           5,693               -           12,385        12,385                  -
      Amortization                             -               -               -                -             -                  -
      Compensation expense on
        intrinsic value of
        options issued                    34,236          34,236               -           38,439        38,439                  -
      License imparment agreement              -               -               -                -             -                  -
      Abandonment of furniture
        and equipment                          -               -               -                -             -                  -
      Loss on investment                       -               -               -                -             -                  -
CHANGES IN CURRENT ASSETS AND
    CURRENT LIABILITIES: (Net of
    effect of acqusition)
    (Increase) decrease in current
        assets:
      Accounts receivable               (366,933)       (366,933)              -         (741,900)     (741,900)                 -
      Other receivables                  (14,458)        (14,458)              -          (38,456)      (38,456)                 -
      Prepaid expenses                    12,459          12,459               -          (19,269)      (19,269)                 -
      Inventory                          (62,114)        (17,745)         44,369         (106,983)      (62,614)            44,369
    Increase (Decrease) in current
        liabilities:
      Accounts payable and accrued
        expenses                         115,879         115,879               -          263,895       263,895                  -
      Accrued payroll                    (21,239)        (21,239)              -          (50,998)      (50,998)                 -
      Accrued other                       13,875          13,875               -           33,346        33,346                  -
                                       --------------------------------------------   --------------------------------------------
      NET CASH USED FOR OPERATING
        ACTIVITIES                      (337,040)       (392,541)        (55,499)      (1,207,432)   (1,262,930)           (55,499)
CASH FLOWS FROM INVESTING
  ACTIVITIES:
      Cash to acquire Superclick
        Networks, Inc.                         -               -               -                -             -                  -
      Acqusition of furniture and
        equipment                        (57,814)        (57,814)              -          (85,554)      (85,554)                 -
                                       --------------------------------------------   --------------------------------------------
      NET CASH USED FOR INVESTING
        ACTIVITIES                       (57,814)        (57,814)              -          (85,554)      (85,554)                 -
CASH FLOWS FROM FINANCING
  ACTIVITIES:
      Sale of common stock               445,490         500,990       55,500.00        1,693,009     1,748,509             55,500
      Repayment of note payable                -               -               -          (23,143)      (23,143)                 -
      Related party loan                       -               -               -                -             -                  -
                                       --------------------------------------------   --------------------------------------------
      NET CASH PROVIDED BY
        FINANCING ACTIVITIES             445,490         500,990       55,500.00        1,669,866     1,725,366             55,500
EFFECT OF EXCHANGE RATE CHANGES
  ON CASH                                 42,002          42,002               -           29,855        29,855                  -
NET INCREASE (DECREASE) IN CASH           92,638          92,638               -          406,736       406,736                  -
CASH, beginning of period                333,421         333,421               -           19,323        19,323                  -
CASH acquired                                  -               -               -                -             -                  -
                                       --------------------------------------------   --------------------------------------------
CASH, end of period                    $ 426,059      $  426,059      $        -      $   426,059   $   426,059      $           -
                                       ============================================   ============================================
Other non-cash investing and
  financing activities:
    License agreement acquired by
        issue of common stock          $       -      $        -      $        -      $         -   $         -      $           -
    Nordic Racing Limited acquired
        by issue of common stock       $       -      $        -      $        -      $         -   $         -      $           -
    Forgiveness of related party
        loan                           $       -      $        -      $        -      $         -   $         -      $           -
    Shares issued for services         $ 240,019      $   55,500      $ (184,519)     $   240,019   $   295,519      $      55,500
    Interest paid                      $     844      $      844      $        -      $     2,071   $     2,071      $           -
    Taxes paid                         $       -      $        -      $        -      $         -   $         -      $           -

<CAPTION>
                                                June 3, 1999    June 3, 1999    June 3, 1999
                                                (Inception)      (Inception)    (Inception)
                                                 to July 31,     to July 31,     to July 31,
                                               -----------------------------------------------
                                                     2004           2004            2004
                                               -----------------------------------------------
                                                 (Previously     (Restated)     (Difference)
                                                   reported)
<S>                                             <C>             <C>              <C>
    Net loss                                    $   (986,264)   $ (1,086,132)   $   (99,868)
    Adjustments to reconcile net
        loss to net cash used by
        operating activities
      Depreciation                                    14,981          14,981              -
      Amortization                                     5,361           5,361              -
      Compensation expense on
        intrinsic value of
        options issued                                38,439          38,439              -
      License imparment agreement                      4,639           4,639              -
      Abandonment of furniture
        and equipment                                  1,315           1,315              -
      Loss on investment                              90,000          90,000              -
CHANGES IN CURRENT ASSETS AND
    CURRENT LIABILITIES: (Net of
    effect of acqusition)
    (Increase) decrease in current
        assets:
      Accounts receivable                           (612,745)       (612,745)             -
      Other receivables                              (50,353)        (50,353)             -
      Prepaid expenses                               (20,073)        (20,073)             -
      Inventory                                     (108,012)        (63,643)        44,369
    Increase (Decrease) in current
        liabilities:
      Accounts payable and accrued
        expenses                                     204,295         204,295              -
      Accrued payroll                                (61,264)        (61,264)             -
      Accrued other                                   49,699          49,699              -
                                               -----------------------------------------------
      NET CASH USED FOR OPERATING
        ACTIVITIES                                (1,429,983)     (1,485,482)       (55,499)
CASH FLOWS FROM INVESTING
  ACTIVITIES:
      Cash to acquire Superclick
        Networks, Inc.                              (145,000)       (145,000)             -
      Acqusition of furniture and
        equipment                                    (89,894)        (89,894)             -
                                               -----------------------------------------------
      NET CASH USED FOR INVESTING
        ACTIVITIES                                  (234,894)       (234,894)             -
CASH FLOWS FROM FINANCING
  ACTIVITIES:
      Sale of common stock                         2,065,494       2,120,994         55,500
      Repayment of note payable                            -               -              -
      Related party loan                              (6,762)         (6,762)             -
                                               -----------------------------------------------
      NET CASH PROVIDED BY
        FINANCING ACTIVITIES                       2,058,732       2,114,232         55,500
EFFECT OF EXCHANGE RATE CHANGES
  ON CASH                                             25,632          25,632              -
NET INCREASE (DECREASE) IN CASH                      419,487         419,487              -
CASH, beginning of period                                  -               -              -
CASH acquired                                          6,572           6,572              -
                                               -----------------------------------------------
CASH, end of period                            $     426,059     $   426,059    $         -
                                               ===============================================
Other non-cash investing and
  financing activities:
    License agreement acquired by
        issue of common stock                  $      10,000    $     10,000    $         -
    Nordic Racing Limited acquired
        by issue of common stock               $      90,000    $     90,000    $         -
    Forgiveness of related party
        loan                                   $      38,864    $     38,864    $         -
    Shares issued for services                 $     240,019    $    295,519    $    55,500
    Interest paid                              $       2,303    $      2,303    $         -
    Taxes paid                                 $           -    $          -    $         -

</TABLE>


                                       23
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.
(A Development Stage Company)
Unaudited Consolidated Statements
and Nine Months Ended July 31, 20
of Inception) to July 31, 2004 (R
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Three Months    Three Months    Three Months     Nine Months     Nine Months     Nine Months
                                     Ended July 31,  Ended July 31,  Ended July 31,   Ended July 31,  Ended July 31,  Ended July 31,
                                     ----------------------------------------------   ---------------------------------------------
                                          2004           2004             2004             2004           2004          2004
                                     ----------------------------------------------   ---------------------------------------------
                                       (Previously     (Restated)     (Difference)     (Previously    (Restated)      (Difference)
                                        reported)                                        reported)
<S>                                     <C>            <C>            <C>             <C>            <C>               <C>
Net Gain/(Loss)                      $   (54,440)     $ (154,307)         $ (99,867)  $  (597,890)   $ (697,758)       $   (99,868)

Other Comprehensive Income gain
   (Loss)                                      -               -               -                -             -                  -

  Foreign Currency Translation
     Adjustment                           57,892          57,120            (772)          33,426        32,654               (772)
                                     ----------------------------------------------   ---------------------------------------------

Net Comprehensive Gain/(Loss)           $  3,452       $ (97,187)     $ (100,639)     $  (564,464)   $ (665,104)       $  (100,640)
                                     ==============================================   =============================================

<CAPTION>


                                      June 3, 1999    June 3, 1999    June 3, 1999
                                      (Inception)      (Inception)    (Inception)
                                       to July 31,     to July 31,     to July 31,
                                     -----------------------------------------------
                                           2004           2004            2004
                                     -----------------------------------------------
                                       (Previously     (Restated)     (Difference)
                                         reported)
<S>                                  <C>             <C>              <C>


Net Gain/(Loss)                      $  (986,264)    $ (1,086,132)     $  (99,868)

Other Comprehensive Income gain
   (Loss)                                      -                -               -

  Foreign Currency Translation
     Adjustment                            25,950          25,178            (772)
                                     -----------------------------------------------

Net Comprehensive Gain/(Loss)        $  (960,314)    $ (1,060,954)     $ (100,640)
                                     ===============================================
</TABLE>


                                       24
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. In consultation with our Board of Directors, we have identified eight
accounting principles that we believe are key to an understanding of our
financial statements. These important accounting policies require management's
most difficult, subjective judgments.

Revenue recognition policy

Revenue from the sale of Internet high speed connection equipment is recognized
when the earning process is complete and the risk and rewards of ownership have
transferred to the customer, which is generally considered to have occurred upon
the delivery and installation of the equipment to the customer.

Accounts receivable

Accounts receivable are reported at the customers' outstanding balances less any
allowance for doubtful accounts. Interest is not accrued on overdue accounts
receivable. The Company evaluates receivables outstanding greater than ninety
days on a regular basis for potential reserve.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined on a
first-in, first-out method or market. Management performs periodic assessments
to determine the existence of obsolete, slow moving and non-salable inventories,
such as discontinued products, and records necessary provisions to reduce such
inventories to net realizable value.


                                       25
<PAGE>

Income taxes

Provisions for income taxes are based on taxes payable or refundable for the
current period and deferred taxes on temporary differences between the amount of
taxable income and pretax financial income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled as prescribed in
FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Foreign Currency Translation

The financial statements of the Canadian subsidiary are measured using the
Canadian dollar as the functional currency. Assets, liabilities and equity
accounts of the company are translated at exchange rates as of the balance sheet
date or historical acquisition date, depending on the nature of the account.
Revenues and expenses are translated at average rates of exchange in effect
during the period. The resulting cumulative translation adjustments have been
recorded as a separate component of stockholders' equity. The financial
statements are presented in United States of America dollars.

OVERVIEW

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED JULY 31, 2004 AND 2003

During the three and nine months ended July 31, 2004 the Company had net sales
of $804,701 and $1,420,891, respectively compared with no net sales for the
three and nine months ended July 31, 2003. The increase in net sales was the
result of the acquisition of Superclick Networks, Inc.

For the three and nine months ended July 31, 2004, general and administrative
expense was $461,319 and $1,211,664, respectively compared with $14,115 and
$49,452 for the three and nine months ended July 31, 2003, respectively. The
increase was the result of the acquisition of Superclick Networks, Inc.

Net loss for the three and nine months ended July 31, 2004 was $154,308 and
$697,758, respectively compared to a net loss of $14,115 and $10,588 for the
three and nine months ended July 31, 2003, respectively. The increase in net
losses was the result of the acquisition of Superclick Networks, Inc.

FINANCIAL CONDITION


                                       26
<PAGE>

From inception to July 31, 2004, we incurred an accumulated deficit of
$1,086,132, and we expect to incur additional losses through the year ending
October 31, 2004 and for the foreseeable future. This loss has been incurred
through a combination of professional fees and expenses supporting our plans to
acquire synergistic businesses as well as continued losses of the subsidiary.

We have financed our operations since inception primarily through equity
financing. During the three months ended July 31, 2004, we had a net increase in
cash of $92,638. Total cash resources as of July 31, 2004 was $426,059 compared
with $19,323 at October 31, 2003.

Our available working capital and capital requirements will depend upon numerous
factors, including progress in our distribution and sales of Internet access
management solutions, the timing and cost of expanding into new markets, the
cost of developing competitive technologies, changes in our existing
collaborative and licensing relationships, the resources that we devote to
developing new products and commercializing capabilities, that status of our
competitors, our ability to establish collaborative arrangements with other
organizations, our ability to attract and retain key employees and our need to
purchase additional capital equipment.

Commitments and Contingencies

      Our principal contractual obligations consist of minimum annual rental
commitments under non-cancelable operating lease for our office equipment. At
July 31, 2004, our contractual obligations under these leases and other
commitments were as follows:


<TABLE>
<CAPTION>
Contractual Obligations                                      Payments Due By Period

                                                               Less
                                                              Than 1         1-3          4-5         After 5
                                                  Total        Year         Years        Years         Years
                                     --------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>              <C>          <C>
Long-term debt                                  $    --           --           --          --           --
Capital lease obligations                       $    --           --           --          --           --

Operating lease obligations                     $ 5,247      $ 2,739      $ 2,580          --           --

Purchase obligations                            $    --           --           --          --           --
Other long-term liabilities on
   the balance sheet                            $    --           --           --          --           --

Total                                           $ 5,247      $ 2,739       $ 2,580         --           --
</TABLE>


      We do not maintain any long-term or exclusive commitments or arrangements
to purchase merchandise from any single supplier.

RISK FACTORS


                                       27
<PAGE>

Our continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing,
other collaborative agreements, strategic alliances, and our ability to realize
the full potential of our technology. Such additional funds may not become
available on acceptable terms and there can be no assurance that any additional
funding that the combined Company does obtain will be sufficient to meet the
combined Company's needs in the long term. Through July 31, 2004, a significant
portion of our financing has been through private placements of common stock and
warrants. Unless our operations generate significant revenues, we will continue
to fund operations from cash on hand and through similar sources of capital
previously described. We can give no assurances that any additional capital that
we are able to obtain will be sufficient to meet our needs. Management believes
that we will continue to incur net losses through at least October 31, 2004.
Based on our current resources, we will need additional equity or debt financing
or we will need to generate revenues through sales of our products or entering
into strategic alliances to be able to sustain our operations until we achieve
profitability, if ever.

We have very limited assets upon which to rely for adjusting to business
variations and for growing new businesses. While we are likely to look for new
funding to assist in the acquisition of other profitable businesses, it is
uncertain whether such funds will be available. If we are to grow and expand our
operations, we will need to raise significant amounts of additional capital.
There can be no assurance that we will be successful in raising a sufficient
amount of additional capital, or if we are successful, that we will be able to
raise capital on reasonable terms. If we do raise additional capital, our
existing shareholders may incur substantial and immediate dilution.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of a date within 90 days of the filing of this
quarterly report (the "Evaluation Date"), have concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures were effective
to ensure the timely collection, evaluation and disclosure of information
relating to the Company that would potentially be subject to disclosure under
the Exchange Act and the rules and regulations promulgated thereunder.

(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
the internal controls subsequent to the Evaluation Date.

                                     Part II

ITEM 4. Exhibits And Reports On Form 10-QSB July 31, 2004


                                       28
<PAGE>

(A)  Exhibits

       31.1     Interim CEO Certification Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
       31.2     Interim CFO Certification Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
       32.1     Interim CEO Certification Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
       32.2     Interim CFO Certification Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002

(B) Reports On Form 10-QSB 9-30. None

       None

ITEM 5.   Signatures

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     Superclick, Inc.

                                     /s/ John Glazik
                                     ------------------
                                     Name: John Glazik
                                     Title: CEO

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