SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

     For The Quarterly Period Ended January 31, 2006.

( )  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.)


                              11995 El Camino Real
                                    Suite 301
                               San Diego, CA 92130
                                 (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 March 3, 2006 was 28,667,070.


<PAGE>



                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
Part I


Item 1.   Financial Statements

Consolidated Balance Sheet as of January 31, 2006 (Unaudited)........      1

Consolidated Statements of Operations for the three
months ended January 31, 2006 (Unaudited)............................      2

Consolidated Statements of Stockholders Equity for the years
Ended October 31, 2005 and 2004 and the three months ended
January 31, 2006 (unaudited). .............. ........................      3

Consolidated Statements of Comprehensive Income (Loss) for the
three months ended January 31, 2006 (Unaudited)......................      4

Consolidated Statements of Cash Flows for the three months
ended January 31, 2006 (Unaudited)...................................      5

Notes To Financial Statements (Unaudited) ...........................      6

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

Item 3.   Controls and Procedures....................................     36

                           Part II - Other Information


Item 4.   Exhibits and Reports on Form 8-K ..........................     37

Item 5.   Signatures ................................................     37








                                       2
<PAGE>
SUPERCLICK, INC.
Consolidated Balance Sheet
January 31, 2006
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                January 31,
                                 ASSETS                                            2006
                                 ------                                     -----------------
<S>                                                                                 <C>
CURRENT ASSETS
      Cash                                                                          $ 309,295
      Accounts receivable, net (Note A)                                               710,962
      R&D Tax credits receivable                                                      123,905
      Sales Tax refund receivable                                                      30,353
      Inventory (Note B)                                                              140,071
      Deferred financing costs (Note C)                                               107,500
      Prepaid expenses                                                                 33,761
                                                                             -----------------
          TOTAL CURRENT ASSETS                                                      1,455,847
Fixed assets (Note D)
      Cost                                                                            424,345
      Accumulated Depreciation                                                       (137,923)
                                                                             -----------------
      Net                                                                             286,422

Deferred Tax Benefit (Note E)                                                          37,811
Other Assets                                                                            2,923
                                                                             -----------------
          TOTAL ASSETS                                                             $1,783,003
                                                                             =================
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------
CURRENT LIABILITIES
      Accounts payable (Note F)                                                     $ 826,160
      Accrued payroll                                                                 105,216
      Accrued other                                                                    38,737
      Deferred revenue (Note G)                                                       263,429
      Loans current portion (Note H)                                                    8,973
      Notes payable (Note I)                                                          352,589
      Convertible debentures, net (Note J)                                          1,395,762
      Debenture warrants (Note J)                                                     102,934
                                                                             -----------------
          TOTAL CURRENT LIABILITIES                                                 3,093,800

      Loans noncurrent portion (Note H)                                                35,893
                                                                             -----------------
          TOTAL LIABILITIES                                                         3,129,693
COMMITMENTS AND CONTINGENCIES (Note P)

STOCKHOLDERS' EQUITY (Note L)
      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 28,667,070 at January 31, 2006                            17,148
      Additional paid-in capital                                                    4,703,841
      Accumulated deficit                                                          (6,129,985)
      Accumulated other comprehensive gain (loss)
           (Cumulative translation adjustment)                                         77,446
      Treasury Stock                                                                  (15,140)
                                                                             -----------------
          TOTAL STOCKHOLDERS' EQUITY                                               (1,346,690)
                                                                             -----------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $1,783,003
                                                                             =================

</TABLE>


                                       1
<PAGE>


SUPERCLICK, INC.
Consolidated Statements of Operations
For the Three Months Ended January 31, 2006 and 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                           Three Months Ended January 31,
                                                                                             2006                  2005
                                                                                      --------------------  --------------------
<S>                                                                                             <C>                 <C>
Revenue
     Net Sales                                                                                  $ 306,923           $ 1,152,051
     Services                                                                                     355,218               207,682
                                                                                      --------------------  --------------------
        Net revenue                                                                               662,141             1,359,733
     Cost of goods sold                                                                           454,825               896,723
                                                                                      --------------------  --------------------
     Gross profit                                                                                 207,316               463,010

Costs and Expenses
     Bank charges                                                                                   2,560                 5,948
     Communication                                                                                 34,995                15,932
     Consulting fees                                                                               19,028                     -
     Meals and entertainment                                                                        5,377                 6,358
     Depreciation and amortization                                                                 20,034                11,256
     Marketing and promotion                                                                        2,823                17,699
     Office                                                                                        50,404                69,254
     Professional fees                                                                            130,377                82,802
     Investor relations                                                                             3,771                15,014
     Salaries and wages                                                                           368,618               324,451
     Employee benefits                                                                              7,983                12,603
     Travel                                                                                        30,395                36,675
     Tax and licenses                                                                                 947                     -
     Research and development                                                                       9,476                   213
     Directors compensation                                                                        22,500                     -
     Bad debt expense                                                                                  76                     -
     Foreign currency (gain)/loss                                                                  (6,835)                3,186
                                                                                      --------------------  --------------------
     Total costs and expenses                                                                     702,529               601,390

(Loss) from operations                                                                           (495,213)             (138,380)
Other Income and (Expense)
     Interest expense                                                                             (56,807)                    -
     Loss on the sale of fixed assets                                                             (20,337)                    -
     Amortization of beneficial conversion feature of convertible debentures                      (97,632)                    -
     Amortization of deferred financing costs                                                     (53,750)                    -
     Derivative gain (loss)                                                                        90,265                     -
                                                                                      --------------------  --------------------
Total other income and (expense)                                                                 (138,261)                    -
NET LOSS BEFORE TAXES                                                                            (633,474)             (138,380)
Provision {benefit} for income taxes                                                                    -                     -
                                                                                      --------------------  --------------------
NET LOSS                                                                                       $ (633,474)           $ (138,380)
                                                                                      ====================  ====================

     Net (loss) per common share Basic and diluted                                               $ (0.022)             $ (0.006)
     Weighted average common shares outstanding basic and diluted                              28,533,843            25,088,588

     The average shares listed below were not included in the computation of
     diluted losses per share because to do so would have been antidilutive for
     the periods presented:
     Stock options                                                                              1,314,439             1,988,117
     Warrants                                                                                   4,132,661             2,099,999
     Convertible debentures                                                                     7,557,329                     -

</TABLE>


                                       2
<PAGE>


SUPERCLICK, INC.
Consolidated Statement of Stockholder's Equity
For the Years Ended October 31, 2005 and 2004 and the Three Months Ended January
31, 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>



                                                         Preferred Stock                         Common Stock
                                                    -------------------------- -------------------------------------------------
                                                      Number of                     Number of
                                                        Shares       Amount          Shares          Amount       Subscribed
                                                    -------------- ----------- ------------------- ------------ ----------------
<S>                                                          <C>          <C>          <C>              <C>          <C>
BALANCES October 31, 2003                                       -           -          19,542,467       11,725

Shares issued during the period
     Shares issued for cash
         (range $0.18-$0.45 per share)                                                  4,033,329        2,420
     Shares issued for services                                                           621,206          373
     Stock options granted                                                                                   -
     Stock subscribed                                                                                                   232,000
Foreign Currency Transalation Adjustment
Net loss
                                                    -------------- ----------- ------------------- ------------ ----------------
BALANCES October 31, 2004                                       -           -          24,197,002     $ 14,518        $ 232,000

Shares issued during the period:
     Shares issued for cash
         (range $0.18-$0.60 per share)                                                  1,266,665          760
     Shares issued for services                                                           102,067           61
     Shares issued for acqusition
        of Hotel Net, LLC                                                               2,750,000        1,650
     Stock options exercised                                                               51,961           31
     Treasury stock received for
        cashless option exercises                                                         111,875
     Treasury stock issued for services                                                    25,000           15
     Reduction of treasury stock
        issued for services                                                               (25,000)
     Stock options granted
     Subscribed stock issued                                                                                           (232,000)
     Repayment of Hotel Net
        shareholder investment
     Beneficial conversion feature of
        convertible debentures
Foreign Currency Translation Adjustment
Net (loss) profit
                                                    -------------- ----------- ------------------- ------------ ----------------
BALANCES October 31, 2005                                       -           -          28,479,570     $ 17,035              $ -

Shares issued during the period:
     Shares issued for services                                                           187,500          113
     Stock options granted
Foreign currency translation adjustment
Net (loss) profit
                                                    -------------- ----------- ------------------- ------------ ----------------
Balances January 31, 2006                                       -           -          28,667,070     $ 17,148              $ -
                                                    ============== =========== =================== ============ ================

</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>


                                                             Deficit
                                                           Accumulated          Accumulated
                                                            Additional           during the           Other            Total
                                            Paid-in        Developmental        Comprehensive       Treasury       Stockholders'
                                            Capital            Stage            Income (loss)         Stock           Equity
                                        --------------- --------------------  ------------------  -------------- -----------------
<S>                                            <C>                 <C>                   <C>         <C>                 <C>
BALANCES October 31, 2003                      339,595             (376,880)             (7,476)              -           (33,036)

Shares issued during the period
     Shares issued for cash
         (range $0.18-$0.45 per share)       1,201,070                                                                  1,203,490
     Shares issued for services                314,781                                                                    315,154
     Stock options granted                     134,822                                                                    134,822
     Stock subscribed                                                                                                     232,000
Foreign Currency Transalation Adjustment                                                 25,120                            25,120
Net loss                                                           (979,395)                                             (979,395)
                                        --------------- --------------------  ------------------  -------------- -----------------
BALANCES October 31, 2004                  $ 1,990,268         $ (1,356,275)           $ 17,644             $ -         $ 898,155

Shares issued during the period:
     Shares issued for cash
         (range $0.18-$0.60 per share)         372,240                                                                    373,000
     Shares issued for services                 77,164                                                                     77,225
     Shares issued for acqusition                                                                                               -
        of Hotel Net, LLC                    1,645,850                                                                  1,647,500
     Stock options exercised                    25,949                                                                     25,980
     Treasury stock received for                                                                                                -
        cashless option exercises                                                                       (25,981)          (25,981)
     Treasury stock issued for services          8,394                                                   10,841            19,250
     Reduction of treasury stock                                                                                                -
        issued for services                                                                                                     -
     Stock options granted                     263,566                                                                    263,566
     Subscribed stock issued                                                                                             (232,000)
     Repayment of Hotel Net                                                                                                     -
        shareholder investment                (127,600)                                                                  (127,600)
     Beneficial conversion feature of
        convertible debentures                 390,529                                                                    390,529
Foreign Currency Translation Adjustment                                                  48,634                            48,634
Net (loss) profit                                                (4,140,235)                                           (4,140,235)
                                        --------------- --------------------  ------------------  -------------- -----------------
BALANCES October 31, 2005                  $ 4,646,360         $ (5,496,510)           $ 66,278       $ (15,140)       $ (781,977)

Shares issued during the period:
     Shares issued for services                 22,387                                                                     22,500
     Stock options granted                      35,094                                                                     35,094
Foreign currency translation adjustment                                                  11,168                            11,168
Net (loss) profit                                                  (633,474)                                             (633,474)
                                        --------------- --------------------  ------------------  -------------- -----------------
Balances January 31, 2006                  $ 4,703,841         $ (6,129,984)           $ 77,446       $ (15,140)     $ (1,346,690)
                                        =============== ====================  ==================  ============== =================

</TABLE>


                                       3
<PAGE>


SUPERCLICK, INC.
Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended January 31, 2006 and 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                         Three Months Ended Janaury 31,
                                                           2006                  2005
                                                    --------------------  --------------------

<S>                                                          <C>                   <C>
Net Earnings (Loss)                                          $ (633,474)           $ (138,380)

Other Comprehensive Income (Loss)
      Derative gain/(loss)                                       90,265                     -
      Foreign Currency Translation Adjustment                    11,168                45,686
                                                    --------------------  --------------------

Net Comprehensive (Loss)                                     $ (532,041)            $ (92,694)
                                                    ====================  ====================
</TABLE>









                                       4
<PAGE>


SUPERCLICK, INC.
Consolidated Statements of Cash Flows
For the Three Months Ended January 31, 2006 and 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          Three Months Ended January 31,
                                                                                          ----------------------------
                                                                                              2006           2005
                                                                                          -------------  -------------
<S>                                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Earnings (loss)                                                                     $(633,474)     $(138,380)
     Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation                                                                           20,034         11,256
         Compensation expense on intrinsic
            value of options issued                                                             35,094         47,318
         Stock issued for services                                                              22,500              -
         Amortization of beneficial conversion feature                                          97,632              -
         Derivative gain on warrants issued with debentures                                    (90,265)             -
         Deferred tax benefit                                                                        -              -
         Loss on the sale of fixed assets                                                       20,337              -
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES: (Net of effect of acquisition)
     (Increase) decrease in current liabilities:
         Accounts receivable                                                                   116,325        169,417
         Other receivables                                                                      79,838         21,937
         Prepaid expenses                                                                        4,904        (13,361)
         Inventory                                                                             (24,904)       259,654
     Increase (decrease) in current liabilities:
         Accounts payable and accrued expenses                                                  (8,381)      (371,060)
         Accrued Payroll                                                                        49,236        (12,297)
         Accrued other                                                                          13,592         47,951
         Deferred revenue                                                                      119,383       (184,423)
                                                                                          -------------  -------------
         CASH USED FOR OPERATING ACTIVITIES                                                   (178,149)      (161,988)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of furniture and equipment                                                 (5,701)        (9,217)
                                                                                          -------------  -------------
         CASH USED FOR INVESTING ACTIVITIES                                                     (5,701)        (9,217)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Repayment of loans                                                                     (2,206)

                                                                                          -------------  -------------
         CASH USED FOR FINANCING ACTIVITIES                                                     (2,206)             -

     EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                    (2,087)        56,235
NET INCREASE (DECREASE) IN CASH                                                               (188,143)      (114,970)
CASH, beginning of period                                                                      497,438        475,479
                                                                                          -------------  -------------
CASH, end of period                                                                           $309,295       $360,509
                                                                                          =============  =============

     Taxes paid                                                                                    $ -            $ -
     Interest paid                                                                             $65,883            $ -
Other non-cash investing and financing activities:
     Shares issued for services                                                                $22,500            $ -

</TABLE>


                                       5
<PAGE>


                                Superclick, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                   For The Three Months Ended January 31, 2006

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation
---------------------

The unaudited financial statements of Superclick, Inc. as of January 31, 2006
and for the three-month periods ended January 31, 2006 and 2005 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 Superclick, Inc's Form 10-KSB/A for the year ended October 31,
2005. 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
------------

In October, 2003, Superclick, Inc (formerly Grand Prix Sports, Inc.) completed
an acquisition of Superclick Networks, Inc. The acquisition was accounted for as
a recapitalization effected by a reverse merger, wherein Superclick Networks,
Inc. is considered the acquirer for accounting and financial reporting purposes
(collectively, Superclick Inc. and Superclick Networks Inc. are referred to
hereinafter as the "Company"). The pre-merger assets and liabilities of the
acquired entity have been brought forward at their book value and no goodwill
has been recognized. The accumulated deficit of Superclick Networks, Inc. has
been brought forward, and common stock and additional paid-in-capital of the
combined company have been retroactively restated to give effect to the exchange
rates as set forth in the merger agreement.

Superclick Networks, Inc. was organized on August 24, 2000, in Montreal, Quebec,
Canada. For purposes of the financial reporting of our reverse merger
acquisition, the date of inception is considered to be August 24, 2000.

The Company is in the business of providing and installing broadband high speed
Internet connection equipment and IP ("Internet Protocol") infrastructure
management systems with 24x7x365 help desk support to hotels, multi dwelling
units ("MDU's") and universities on a worldwide basis. Superclick, Inc.
commercialized its initial Internet access management products in 2002.

On October 6, 2003 the Superclick, Inc. amended its articles of incorporation by
changing the name of the Company from Grand Prix Sports, Inc. to "Superclick,
Inc." to more accurately reflect the nature of its business after the
recapitalization and reverse merger.

                                       6
<PAGE>

Pursuant to a share purchase agreement dated October 7, 2003, the Superclick,
Inc. acquired 100% of the issued and outstanding shares of Superclick Networks,
Inc. from its shareholders. In consideration for acquiring all of the Superclick
Network's shares Superclick, Inc. issued to its previous shareholders 14,025,800
shares of Superclick, Inc.'s common stock. As a result of the acquisition, the
former shareholders of Superclick Networks, Inc. held immediately after the
acquisition 71.7% of the issued and outstanding shares of Superclick, Inc.'s
common stock. The remaining 28.3% were held by Superclick, Inc.'s (formerly
Grand Prix Sports, Inc.) shareholders.

Concurrent with the reverse merger of Superclick, Inc. with Superclick Networks,
Inc, the Company retroactively affected a 1 to 100 common stock split and
retroactively assigned $0.0006 par value to common stock where no value had been
previously stated. All share and per share amounts shown in these financial
statements reflect the stock split for all periods presented.

Pursuant to its reverse merger with Superclick Networks Inc., Superclick, Inc.
changed its year-end to October 31 to coincide with the year-end of Superclick
Networks, Inc. The Company emerged from the development stage during 2005 as its
principal operations had commenced and its national rollout had been completed.
Accordingly, the Company revised the presentation of its Consolidated Statements
of Operations to reflect that of a commercial enterprise.

Superclick Inc's plan of business is committed to the commercialization
activities of the Superclick Network, Inc.'s products, with an emphasis on
broadening its market penetration and building product and brand awareness
amongst its target customer base in the hospitality market. Superclick, Inc.
intends to grow its revenue through expanding its sales of Superclick Network
Inc.'s products and call center support services such that it can reasonable
support its operating expenses through cashflow.

In order to support its business plan, Superclick, Inc. will continue to rely on
equity financing, and might also seek additional debt financing. There can be no
assurance that any such additional financing will be available on terms, in
amounts, or at timing acceptable to the Company, if available at all.

Summary of Significant Accounting Principles
--------------------------------------------

Principles of consolidation
---------------------------

The consolidated financial statements include the accounts of Superclick
Networks, Inc. and its majority-owned subsidiary, Superclick, Inc., which is
100% consolidated in the financial statements. 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.

                                       7
<PAGE>

Cash and cash equivalents
-------------------------

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

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.

The Company depreciates its property and equipment on a declining balance method
at the following rates as applied to net depreciable value:

            Furniture and fixtures:                     20%
            Computer equipment and software:            30%
            Leasehold improvements                      20%
            Fabrication equipment                       20%

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.

                                       8
<PAGE>

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.

Maintenance and support revenue is recognized ratably over the maintenance term.
First-year maintenance typically is sold with the related software license and
renewed on an annual basis thereafter. Estimated fair values of ongoing
maintenance and support obligations are based on separate sales of renewals to
other customers or upon renewal rates quoted in the contracts. For such
arrangements with multiple obligations, the Company allocates revenue to each
component of the arrangement based on the estimated fair value of the
undelivered elements. Fair value of services, such as consulting or training, is
based upon separate sales of these services. The Company at times may enter into
multiple-customer contracts in which the Company allocates revenue based on the
number of specified users at each customer, and recognizes revenue upon customer
acceptance and satisfying the other applicable conditions of the above described
accounting policy.

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
-----------

The Company expenses all advertising as incurred. For the year ended October 31,
2005 the Company incurred approximately $45,531 in marketing and advertising
expense. For the three months ended January 31, 2006 and 2005, the Company
incurred approximately $2,823 and $17,699, respectively in advertising expense.

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.

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.

                                       9
<PAGE>

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:

                                         January 31, 2006
                                         ----------------
                    Gross Intangible       Accumulated              Net
                         Assets            Amortization        Intangible Assets
Other intangibles          500                 500                    0

Impact of accounting standards
------------------------------

In November 2004, the FASB issued SFAS 151, Inventory Costs--an amendment of ARB
No. 43, Chapter 4. The Statement amends the guidance of ARB No. 43, Chapter 4,
Inventory Pricing, by clarifying that abnormal amounts of idle facility expense,
freight, handling costs, and wasted materials (spoilage) should be recognized as
current-period charges and by requiring the allocation of fixed production
overheads to inventory based on the normal capacity of the production
facilities. The adoption of SFAS 151 did not have any impact on the Company's
financial condition or results of operations.

In December 2004, the FASB issued a revision to SFAS 123 (revised 2004),
Share-Based Payment. The revision requires all entities to recognize
compensation expense in an amount equal to the fair value of share-based
payments granted to employees. The statements eliminate the alternative method
of accounting for employee share- based payments previously available under APB
25. The provisions of SFAS 123R are effective as of the first interim period
that begins after June 15, 2005. Accordingly, the Company will implement the
revised standard in the final quarter of fiscal year 2005. Currently, the
Company accounts for its share-based payment transactions under the provisions
of APB 25, (See Note H). Management is assessing the implications of this
revised standard, which may materially impact the Company's results of
operations in the final quarter of fiscal year 2005 and thereafter.

In December 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary
Assets-amendment of APB Opinion No. 29". Statement 153 eliminates the exception
to fair value for exchanges of similar productive assets and replaces it with a
general exception for exchange transaction that do not have commercial
substance, defined as transaction that are not expected to result in significant
changes in the cash flows of the reporting entity. This statement is effective
for exchanges of nonmonetary assets occurring after June 15, 2005. The Company
does not believe that this recent accounting pronouncement will have a material
impact on their financial position or results of operations.

                                       10
<PAGE>

In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3."
This Statement replaces APB Opinion No. 20, "Accounting Changes", and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provision. When a pronouncement includes specific transition
provisions, those provisions should be followed. The Company has no transactions
that would be subject to SFAS 154.

Concentrations of credit risk
-----------------------------

The Company performs ongoing credit evaluations of its customers. For the three
months ended January 31, 2006, five customers individually accounted for 78%
(21%, 18%, 16%, 12% and 11%) of accounts receivable. No other customers
accounted for more than 10% of accounts receivable as of January 31, 2006.

During the three months ended January 31, 2006, the Company's largest customer
accounted for 41% of sales.

Disclosure about Fair Value of Financial Instruments
----------------------------------------------------

The Company estimates that the fair value of all financial instruments at
January 31, 2006, 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 Parent 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.

                                       11
<PAGE>

Research and development
------------------------

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

NOTE B - INVENTORIES
--------------------

Inventories are comprised of computer equipment and are stated at the lower of
cost or market, as determined using the first in, first out method. The
following table represents the major components of inventory at January 31,
2006.

           Computer equipment                              $ 122,168
           Inventory in transit                               17,903

                                                   ------------------
                                                           $ 140,071
                                                   ==================


NOTE E - DEFERRED FINANCING COSTS
---------------------------------

As of January 31, 2006, the deferred financing costs balance consisted of
$107,500 of unamortized convertible debenture issuance costs (See Note J for
further detail).

NOTE D - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consisted of the following at January 31, 2006:


            Furniture & fixtures                              $ 127,011
            Computer hardware                                   160,042
            Leasehold improvements                               30,703
            Fabrication mold and dye                             19,888
            Computer software                                    86,701
                                                               ---------
                                                                424,345
            Accumulated depreciation                           (137,923)
                                                               ---------
            Fixed assets, net                                 $ 286,422
                                                               =========



During the three months ended January 31, 2006, the Company disposed of office
equipment and furniture whose historical cost was $31,446. The disposal resulted
in a write-down in accumulated depreciation of $5,309, and a loss of $20,337.

Depreciation expense for the three months ended January 31, 2006 was $20,034.

NOTE E - 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 approximately
$359,000 and $1,261,000 for the year ended October 31, 2004 and 2005,
respectively, assuming a tax rate of 40%.

                                       12
<PAGE>


                     United States Corporation Income Taxes
  ----------------------------------------------------------------------------
          Year of Loss                 Amount                  Expiration Date
    ---------------------       ---------------------      ---------------------
        October 31, 2005                 $ 4,184,331           October 31, 2025
        October 31, 2004                     898,697           October 31, 2024
        October 31, 2003                      53,638           October 31, 2023
       December 31, 2002                      80,395          December 31, 2022
       December 31, 2001                      91,564          December 31, 2021
       December 31, 2000                      88,027          December 31, 2020
       December 31, 1999                      18,936          December 31, 2019
                                ---------------------
                                         $ 5,415,588
                                =====================



The expiration dates for U.S. net operating losses (NOL) may be extendable under
Section 381 of the U.S. Internal Revenue Code.


                      Canadian Income Taxes (Stated in CAD)
  ----------------------------------------------------------------------------
          Year of Loss                Amount                  Expiration Date
    -------------------------    ------------------       ----------------------
        October 31, 2005             $ 678,878                October 31, 2012
        October 31, 2004                   151,332            October 31, 2011
        October 31, 2003                     5,322            October 31, 2010
        October 31, 2002                   350,910            October 31, 2009
        October 31, 2001                    24,879            October 31, 2008
                                 ------------------
                                        $1,211,321
                                 ==================




At October 31, 2005 a valuation allowance for the full amount of the net
deferred tax asset generated during that year was recorded because of
uncertainties as to the amount of taxable income that would be generated in
future years.

For the year ended October 31, 2004 the Company recognized $47,697 as receivable
for research and development and accrued $35,432 as a deferred tax benefit
created by research and development activities that occurred during the fiscal
year then ended. No valuation allowance was recorded in connection with the
deferred tax benefit, generated during the year ended October 31, 2004, as it
was the opinion of management that they would have the ability to utilize it in
the future.

The Company performs research and development on an on-going basis, which is
available for refund or future tax credits in Canada. Due to the recurring
losses of the Company during the year ended October 31, 2005, management
recognized an allowance for the full amount it anticipated to generate in
connection with research and development deferred tax benefit generated for the
year then ended. It has recognized a receivable of $70,766 CDN for the research
and development activities in 2005.

                                       13
<PAGE>

NOTE F - ACCOUNTS PAYABLE
-------------------------

Accounts payable at January 31, 2006 consisted of $395,046 for inventory,
$82,043 for professional fees and $349,071 in trade Payables.

NOTE G - DEFERRED REVENUE
-------------------------

Deferred revenue is recorded in a manner consistent with the Company's revenue
recognition policy. The Company generally enters into one-year upgrade and
maintenance contracts with its customers. The upgrade and maintenance contracts
are generally paid in advance. The Company defers such payment and recognizes
revenue ratably over the contract period. As of January 31, 2006, the Company's
deferred revenue balance was $263,429.

NOTE H - LOANS PAYABLE

In September 2005, the Company entered into a Commercial Purchase Plan Agreement
with DELL Financial Services of Canada for the purchase of computer hardware.
The balance at January 31, 2006 is $ 44,866. Future maturities are as follows:


            Year Ended October 31,             Amount
              -----------------             ------------
                    2006                          $8,973
                    2007                          10,448
                    2008                          12,429
                    2009                          13,016
                                            -------------
                  Total                          $44,866
                                            =============



NOTE I - NOTES PAYABLE TO FORMER SHAREHOLDERS OF HOTEL NET, LLC
---------------------------------------------------------------

As filed on July 20, 2005 with the Securities and Exchange Commission on Form
8-K, on July 18, the Company entered into a binding letter of intent providing
for the acquisition of Hotel Net, LLC. As filed on September 6, 2005, the
Company closed its definitive agreement to purchase 100% of the membership
interest of Hotel Net LLC. Pursuant to the terms of the definitive agreement,
the Company issued face amount $350,000 of notes payable to the former
shareholders with a maturity date of January 1, 2006 and paid Hotel Net's
shareholders $450,000 in cash upon the execution of the definitive agreement and
2,750,000 shares of its restricted common stock.. In addition, and pursuant to
the terms of the definitive agreement certain founding members of Hotel Net will
enter into an "earn-out" with the Company wherein if it meets certain sales
objectives within the first year from the closing date of the acquisition, it
will receive up to 2,000,000 additional shares of restricted common stock and
$200,000 in cash.

The notes matured on January 1, 2006. They accrue interest at the rate of nine
percent (9%) per annum. The Company recognized $2,589 of interest expense on
these notes for the month of January 2006, which is reflected in the note
payable balance of $352,589.

                                       14
<PAGE>

NOTE J - CONVERTIBLE DEBENTURE
------------------------------

On August 1, 2005, the Company completed a private placement of convertible
debentures generating gross proceeds of $1.75 million and the issuance of
warrants to purchase 735,370 shares of the Company's common stock. On August 18,
2005, the Company completed a private placement of convertible debentures
generating gross proceeds of $0.5 million and the issuance of warrants to
purchase 230,627 shares of the Company's common stock. In total, the Company
received $2.035 million of net proceeds and issued 965,997 warrants. Third party
fees totaled $215,000, which was paid in cash.

The terms of the warrants and debentures are substantially the same. The
exercise price of the warrants is calculated the same as for the conversion
price of the convertible debentures described below. The warrants and debentures
are immediately exercisable. The debentures bear interest of 9%, payable
quarterly at the option of the Company in cash or stock. The interest Rate
adjusts to 12% at maturity, or twelve months from the closing date.

Prior to maturity, the debentures and warrants are convertible into the
Company's common stock at a conversion price equal to 70% of the average closing
bid price of the Company's common stock for the 45 trading days preceding a
conversion date. If the closing bid price for the stock is less than $0.50 on a
day on which the Investor converts, then during that calendar month the Investor
will only be permitted to convert principal and interest in an aggregate amount
of up to $175,000. This $175,000 limitation would not apply in the event that
the closing bid price on such conversion date is at least 150% of the average
closing bid price for the ten trading days immediately prior to such conversion.
Notwithstanding the foregoing, the Conversion Price during the pre-maturity
period shall not be less than $.30 per share. After maturity, the debentures and
warrants are convertible into the Company's common stock at a conversion price
equal to 80% of the average closing bid price of the Company's common stock for
the 45 trading days preceding a conversion date.

Cash settlement of the unexercised portion of the debenture is required. If a
cash settlement of the outstanding debt is not made in accordance with the
debenture agreement on the maturity date, then a ten (10%) percent penalty of
the outstanding debt balance will be added to the debt balance.

The debentures provide that the holders of may only convert the debenture if the
number of shares held by the lender or its affiliates after conversion would not
exceed 4.99% of the outstanding shares of the Company's common stock following
such conversion.

In connection with the transaction, we entered into a registration rights
agreement. Pursuant to the terms of the Registration Rights Agreement, within
thirty calendar days following the initial closing date, or September 1, 2005,
the Company was required to file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, covering
the resale of all of the common stock the convertible debenture would be
converted into which is at least equal to two hundred percent (200%) of the
number of shares into which the Debentures and all interest thereon through the
second anniversary of the initial closing date would be convertible based on an
assumed Conversion Price of $0.30 per share and the common stock underlying the
warrants.

                                       15
<PAGE>

The Registration Rights Agreement further provides that if a registration
statement is not filed, or does not become effective, within 100 days from the
initial closing date, then in addition to any other rights the holders may have,
the Company would be required to pay each holder an amount in cash, as
liquidated damages, equal to an aggregate five percent (5%) of the purchase
price of the debentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for
days 61-75). We filed an SB-2 with the SEC on September 15, 2005 effectively
registering 19,215,997 shares of common stock of which 18,150,000 relates to the
conversion of principle and interest of the convertible debenture and 965,997
relates to the exercise of warrants issued in connection with the convertible
debenture. The SEC declared the registration of shares underlying the debentures
effective within the allowed time on December 12, 2005.

The issuance costs related to the convertible debentures of approximately
$215,000 in cash was capitalized and is being amortized over the life of the
debt. For the three months ended January 31, 2006, the Company recognized
$53,750 as other expense related to the amortization of the issuance costs.

Pursuant to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the
warrants issued in connection with the convertible debentures meet the
requirements of and are accounted for as a liability since the warrants contain
registration rights where significant liquidated damages would be required to be
paid to the holder in the event the Company failed to receive an effective
registration, and the cashless exercise feature of the warrants and variable
exercise price which support the notion of net-cash settlement and treatment of
the warrants as a liability. The initial value of the warrants was treated as a
discount to the debenture and recorded as a liability. The Company calculated
the initial value of the warrants on the closing date of the transactions as
being $658,973 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term 5 years, exercise price $.5949, volatility
175%, risk free rate 4.32%, and zero dividend yield. Using the Black-Scholes
option-pricing method, the value of the warrants is reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise of each of the warrants, the related liability is
removed by recording an adjustment to additional paid-in-capital. The warrants
have a value of $193,199 at October 31, 2005 and the company recognized a
derivative gain of $465,774 from the initial value date to October 31, 2005. As
of January 31, 2006, the value of the warrants was reassessed using the
Black-Scholes option-pricing model using the following assumptions: expected
term 4.5 years, exercise price $.30, volatility 165%, risk free rate 4.53%, and
zero dividend yield. The warrants have a value of $102,934 at January 31, 2006
and the company recognized a derivative gain of $90,265

The Company determined that the $1.75 million debenture was issued with a
beneficial conversion feature ("BCF") due to the conversion price ($.5949) being
less than the closing stock price ($.79) on the date of issuance, and the
conversion feature being in-the-money. Conversely, on the issuance date of the
$0.5 million debenture the conversion feature was not in-the-money and no BCF
was recognized. Thus, pursuant to EITF 00-27, 27, Application of Issue No. 98-5
to Certain Convertible Instruments, the BCF has been determined based on the
gross debenture amount less the portion attributable to the warrants described
above, and recorded as a discount to reduce the carry value of the debenture and
increase additional-paid-in-capital at its fair value of $390,529 on the date of
issuance as determined using the intrinsic value method. The discount will be
amortized to interest expense over the life of the debenture. The company has
recognized $65,088 in non-cash interest expense attributable to the amortization
of this discount through October 31, 2005. The company has recognized $97,632 in
non-cash interest expense attributable to the amortization of this discount
during the three months ended January 31, 2006.

                                       16
<PAGE>

NOTE K - 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 L - PREFERRED AND COMMON STOCK
-----------------------------------

Private Placement and Warrant Activity
--------------------------------------

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, we issued 1,933,333 shares of restricted common stock in
exchange for $174,000. Attached to each share of restricted common stock were
two warrants giving the holder the right to purchase common stock; Warrant "A"
has an exercise price of $0.18 and a three-year life, and Warrant "B" has an
exercise price of $0.24 and a three-year life. Each warrant has one-for-one
rights to purchase one share of common stock. The issuance of these securities
was exempt under section 4(2) of the Securities Act of 1933, as amended as a
sale not involving a public offering.

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, 1,933,330 of the series "A" Warrants were exercised at $.18
per share, resulting in $348,000 net proceeds to the Company and the issuance of
1,933,330 restricted common shares.

During the quarter ended April 30, 2004 and pursuant to the September 2003
private placement 966,665 of series "B" Warrants were exercised at $.24 per
share, resulting in $232,000 net proceeds to the Company and the issuance of
966,665 restricted common shares. The shares were issued subsequent to year-end
and were classified as stock subscribed in Stockholder's Equity at October 31,
2004 and issued subsequent to that year-end. At October 31, 2005 966,665 "B"
Warrants were unexercised (See note M).

As of October 31, 2004 and commensurate with the April 6, 2004 private placement
filed under Form SB-2 with the SEC on June 8, 2004, the Company issued 1,999,999
shares of common stock in exchange for gross proceeds of $900,000. Each share
issued in accordance with the private placement is entitled to one "A" Warrant
with an exercise price of $0.60 per share.

                                       17
<PAGE>

During the year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in gross proceeds of $60,000. 2,099,999 "A" Warrants were unexercised
as of October 31, 2005 (See Note M).

During the quarter ended April 30, 2005 and pursuant to the April 6, 2004
financing, which the board had previously in a resolution extended through April
1, 2005, the Company issued 200,000 shares of Common Stock in exchange for net
proceeds of $81,000. Attached to this issuance were 200,000 Common Stock A
Warrants with an exercise price of $0.60 per share. The Company received
aggregate gross proceeds of $990,000 pursuant to the April 6, 2004 private
placement. This private placement was closed effective April 1, 2005 and no
additional proceeds will be received.

In August of 2005, we issued $2,250,000 of convertible debentures with 965,997
warrants attached (See Note J).

Stock issued for Services

During the year ended October 31, 2004, the Company issued 621,206 shares of
Common Stock in exchange for services with a total value of $315,154.

On July 28, 2005, the Company issued 25,000 shares of Common Stock for services
from Treasury Stock at fair market value of $0.77 per share, or $19,250.

During the year ended October 31, 2005 the Company issued 102,067 shares to the
members of the Board of Directors for services rendered. Total value of the
issuances is $77,225. Value for shares issued for services is based on fair
market value of our stock on the date of issuance.

On January 5, 2006 the company issued the following shares at fair market value
of $0.12 per share, or $22,500 to Directors for services rendered.


                   George Vesnaver              46,875
                   Jacobo Melcer                46,875
                   Paul Gulyas                  46,875
                   Dipan Patel                  15,625
                   Hugh Renfro                  15,625
                   Robert MacFarlane            15,625
                                            -----------
                   Total                       187,500



Stock Options
-------------

During the year ended October 31, 2005, three employees exercised their vested
options by utilizing the option's cashless feature whereby the exercise price of
the common stock received is paid for with a portion of the shares exercised and
which shares are returned to the company as Treasury Stock in lieu of cash. In
total, 111,875 options were exercised with 51,961 shares of common stock issued
to the optionees and 58,664 shares of common stock issued in the name of
Superclick with $25,981 recorded to Treasury Stock.

                                       18
<PAGE>

On March 3, 2005 the Board of Directors increased the employee stock option pool
established by the employee stock option plan to 3,500,000 from 2,000,000 (See
Note N).

During the three months ended January 31, 2006, there was no stock option
activity.

Acquisition of Hotel Net, LLC
-----------------------------

On July 21, 2005, the Company issued 1,500,000 shares of Common Stock to the
shareholders of Hotel Net, LLC pursuant to the July 18, 2005 Letter of Intent.
The shares were valued at fair market value of $0.64, or $960,000 (See Note P).
Also, in connection with the purchase of Hotel Net LLC, on September 14, 2005,
the Company issued 1,250,000 shares of common stock to the shareholders of Hotel
Net, LLC. The shares were valued at fair market value of $0.55, or $687,500 (See
Note P).

NOTE M - WARRANTS
-----------------

At January 31, 2006 the Company had 966,665 "B" Warrants, 2,099,999 "A" Warrants
and 965,997 warrants related to convertible debentures outstanding entitling the
holder thereof the right to purchase one common share for each warrant held as
follows:

                                       19
<PAGE>


     -------------------------------------------------------------------------
                                           Exercise
       Warrant          Number of          Price Per           Expiration
        Class            Warrants           Warrant               Date
     ------------     ---------------     ------------     -------------------
          B                  386,666           $ 0.24                  9/9/06
          B                  193,333           $ 0.24                 9/29/06
          B                  193,333           $ 0.24                10/15/06
          B                  193,333           $ 0.24                10/22/06
                      ---------------
      Subtotal               966,665

          A                  55,555            $ 0.60                 4/14/07
          A                 100,000            $ 0.60                 4/19/07
          A                 444,444            $ 0.60                 4/19/07
          A                 100,000            $ 0.60                 4/23/07
          A                 200,000            $ 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                 5/12/07
          A                 100,000            $ 0.60                 5/17/07
          A                 100,000            $ 0.60                 5/24/07
          A                  11,000            $ 0.60                 5/24/07
          A                 100,000            $ 0.60                  6/2/07
          A                 100,000            $ 0.60                 6/16/07
          A                  89,000            $ 0.60                 6/17/07
          A                 200,000            $ 0.60                 3/30/08
                      ---------------
     Subtotal              2,099,999

     Debenture               735,370      >or=to $0.30              7/31/2010
     Debenture               230,627      >or=to $0.30              8/17/2010
                      ---------------
     Subtotal                965,997
                      ---------------
     Total                 4,032,661
                      ===============

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



During the year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in $60,000 to the Company and the issuance of 100,000 shares of Common
Stock.

NOTE N - STOCK INCENTIVE PLAN
-----------------------------

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.

                                       20
<PAGE>

The total number of shares of Stock set aside for Awards may be granted under
the Plan shall be 3,500,000 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 then 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, 2010. The options vest and
become exercisable at a rate of 38,866 per month over a twenty-four month
period. On April 28, 2005, the Company and John Glazik mutually agreed to
terminate Mr. Glazik's position as President and Chief Executive Officer and to
close its executive offices in Dallas, Texas due to the Company's decision to
relocate its administrative center to its operations in Montreal. Pursuant to
Mr. Glazik's stock option grant, at the time of departure from the Company,
589,856 shares had vested. The remaining 294,928 shares available to Mr. Glazik
according to the terms of the stock option grant were canceled.

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, 2010. The options vest and
become exercisable at a rate of 90,000 per quarter over a twenty-four month
period.

On September 1, 2004, the Company awarded its then CFO a non-qualified stock
option to purchase 300,000 shares of common stock of the Company at an exercise
price of $.65 per share with an expiration date of September 1, 2010. The
options vest and become exercisable at a rate of 12,500 per month over a
twenty-four month period. On April 28, 2005, Superclick, Inc. and Claude Smith
mutually agreed to terminate Mr. Smith's position as Chief Financial Officer and
to close its executive offices in Dallas, Texas due to the Company's decision to
relocate its administrative center to its operations in Montreal. Pursuant to
Mr. Smith's stock option grant, at the time of departure from the Company,
137,500 shares had vested. The remaining 162,500 shares available to Mr. Smith
according to the terms of the stock option grant were canceled.

On December 8, 2004, the Company awarded employees non-qualified stock options
to purchase 125,000 shares of common stock of the Company at an exercise price
of $.60 per share with an expiration date of December 7, 2011. The options vest
and become exercisable at a rate of 15,625 per quarter over a twenty-four month
period.

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.

                                       21
<PAGE>

The Stock Incentive Plan shall have a duration of ten years commencing on
January 1, 2004. Awardees are defined as a 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 cash and
in full at the time of exercise. Neither the 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.

The following table summarizes the Company's stock option activity for the three
months ended January 31, 2006:


                                                        2006
                                      ------------------------------------------
                                                             Weighted Average
                                            Shares            Exercise Price
                                      --------------------  --------------------
Outstanding at beginning of period               1,460,481                $ 0.52
Granted                                                -
Forfeited                                              -
Exercised                                              -
                                      --------------------  --------------------
Outstanding at end of period                     1,460,481                $ 0.52
                                      ====================  ====================

Options exerciseable at end of period            1,314,439
                                      ====================


The following table summarizes information about the Company's stock options
outstanding at January 31, 2006:


<TABLE>
<CAPTION>

                         Options Outstanding                                            Options Exercisable
                ----------------------------------------------------------     --------------------------------------
                     Number             Weighted             Weighted                                  Weighted
  Range of        Outstanding            Average             Average                                    Average
  Exercise       At January 31,       Contractural           Exercise               Number             Exercise
   Prices             2006            Life (years)            Price              Outstanding             Price
--------------  -----------------   ------------------   -----------------     -----------------   ------------------

<S>    <C>               <C>                 <C>                   <C>                  <C>                   <C>
       $ 0.50            589,856                    -              $ 0.50               589,856               $ 0.50
         0.50            608,125                 0.33                0.50               519,375                 0.50
         0.65            137,500                    -                0.65               137,500                 0.65
         0.60            125,000                 0.85                0.60                67,708                 0.60

                -----------------   ------------------   -----------------     -----------------   ------------------
Total                  1,460,481                 0.92              $ 0.52             1,314,439               $ 0.52
                =================   ==================   =================     =================   ==================

</TABLE>


                                       22
<PAGE>

The Company accounts for stock options utilizing the intrinsic value method for
fixed awards under the provisions of Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees. Previously, the Company valued
its options according to the variable method due to the "cashless exercise"
option contained in its option grants. However, effective June 1, 2005, the
Company's Board of Directors resolved to eliminate the "cashless exercise"
provision thereby allowing the company to account for its outstanding options
according to the fixed method. Accordingly, compensation cost is measured as the
excess, if any, of the quoted market price of the Company's stock at the end of
each reporting period over the amount an employee must pay to acquire the stock,
amortized over the vesting period. During the three months ended January 31,
2006, the Company recognized compensation expense of $35,094. To date the
Company has recognized compensation expense in the amount of $433,482.

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 months ended January 31, 2006 would
have been:


                                              Three Months Ended
                               -------------------------------------------------
                                   January 31, 2006          January 31, 2005
                               -----------------------   -----------------------

Net loss as reported                        ($633,474)                ($138,380)

Pro forma                                   ($685,249)                ($249,149)

Net loss per share, as reported               ($0.022)                  ($0.006)

Pro forma                                     ($0.024)                  ($0.010)


No options were granted during the quarter ended January 31, 2006.

NOTE O - RELATED PARTY TRANSACTION
----------------------------------

During the year ended October 31, 2005 the Board of Directors passed a
resolution to compensate its Board members for service on the Board. The
compensation would be in the form of stock equivalent to $15,000 with piggy back
registration rights, based on the price of the stock at close on the first day
of trading in the new fiscal year. The stock is issued quarterly and is valued
at fair market value on date of issuance. During the three months ended January
31, 2006, the Company awarded 187,500 restricted shares of its common stock to
directors totaling $22,500.

Mr. Pitcher, Chairman of the Company, provides consulting services to the
Company in exchange for monthly compensation of $2,500 and related expenses.
During the three months ended January 31, 2006, Mr. Pitcher received $10,000.

During the year the Company leased office space for storage purposes for
approximately $205 per month from the father of Sandro Natale, the Interim Chief
Executive Officer.

NOTE P - COMMITMENTS
--------------------

On October 1, 2004 the Company began a lease for office space. The lease extends
through September 30, 2009 at a rate of $4,082 per month. The Company has also
entered into non-cancelable operating leases for office equipment, computers and
a vehicle at monthly payments of $634. Future lease payments under these
operating leases are as follows:

                                       23
<PAGE>

              Year Ended October 31,
              2006                                            42,444
              2007                                            55,011
              2008                                            52,937
              2009                                            48,525
              2010                                                -
                                                 -------------------
                                                       $     198,917
                                                 ===================



The Company incurred $23,290 in rent expense during the three months ended
January 31, 2006. We do not maintain any long-term or exclusive commitments or
arrangements to purchase merchandise from any single supplier.

NOTE Q - SUBSEQUENT EVENTS
--------------------------

None.







                                       24
<PAGE>


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

The Company derives the majority of its revenue from installation of its
Superclick Internet Access Management System (SIMS) and fees for the
maintenance, continuing call center support, and improvements to the system.
Maintenance fees are tied to number of rooms served or access points in a
client's facility. Due to the Company's reliance on installation and/or retrofit
contracts, variations in revenue levels may cause fluctuations in quarterly
results. Factors such as a client's commitment to providing internet access to
their guests/tenants, general economic and industry conditions and other issues
could affect the Company's revenue and quarterly earnings. Quarterly revenue and
earnings of the Company may also be impacted by the size of individual contracts
relative to the annual revenues of the Company.

The Company's working operations are based in Canada, with contracts throughout
Canada, the U.S., Mexico extending into Europe and the Carribbean. With the
exception of Canadian operations, the majority of transactions in other regions
are denominated using the United States dollar. However, some of the Company's
transactions are in Canadian dollars; therefore, the Company is exposed to
currency fluctuation risks.

We continue to develop our product offering and IP management solutions, driven
principally by customer demands. Superclick emerged from the development stage
during the fiscal year ended October 31, 2005, during which substantially all of
the Company's efforts were focused on commercial activities.

Superclick offers turnkey installations to hospitality customers, making more
cost effective and efficient for them to purchase our SIMS platform. Our plan is
to strengthen our sales and marketing efforts in order to more effectively brand
our technology and increase our market share, and we believe that these efforts
will result in greatly increased company and product recognition.

In recognition of the growing trend for hoteliers to offer Internet services
free of charge, and in anticipation of the potential scenario where the model of
free Internet service is ubiquitous, we have developed our IP infrastructure
management system to allow the customer to leverage their investment by
promoting a growing suite of revenue generating IP services which are provided
by our SIMS platform.


CRITICAL ACCOUNTING POLICIES

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 amounts of assets, liabilities, revenues and
expenses reported in the accompanying financial statements and related
footnotes. Management bases its estimates and assumptions on historical
experience, observance of industry trends and various other sources of
information and factors. Actual results may differ from these estimates.
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially could result in
materially different results under different assumptions and conditions. In
consultation with our Board of Directors, we have identified six 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.

                                       25
<PAGE>

REVENUE RECOGNITION

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.

Maintenance and support revenue is recognized ratably over the maintenance term.
First-year maintenance typically is sold with the related software license and
renewed on an annual basis thereafter. Estimated fair values of ongoing
maintenance and support obligations are based on separate sales of renewals to
other customers or upon renewal rates quoted in the contracts. For such
arrangements with multiple obligations, the Company allocates revenue to each
component of the arrangement based on the estimated fair value of the
undelivered elements. Fair value of services, such as consulting or training, is
based upon separate sales of these services. The Company at times may enter into
multiple-customer contracts in which the Company allocates revenue based on the
number of specified users at each customer, and recognizes revenue upon customer
acceptance and satisfying the other applicable conditions of the above described
accounting policy.

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.

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.

                                       26
<PAGE>

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.


DEFERRED TAXES

In assessing the realization 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, 2004 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 approximately
$1,260,923 for the year ended October 31, 2005 assuming a tax rate of 40%.

OVERVIEW

RESULTS OF OPERATIONS
---------------------

THREE MONTHS ENDED JANUARY 31, 2006 AND 2005

REVENUE

Net Sales for the three months ended January 31, 2006 and 2005 was $662,141 and
$1,359,733 respectively. The year-over-year decrease of $697,592, or 105% is due
to seasonally longer sales cycles during the period, and the fact that the same
period last year sales activity was being driven primarily by one large customer
which required an aggressive roll-out. In addition, our sales efforts in North
America were negatively impacted for the period by our transition of a new sales
team in the region and certain restructuring efforts.

GROSS PROFIT

Gross profit for the three months ended January 31, 2006 and 2005 was $207,316
and $463,010, respectively. Gross margin for the three months ended January 31,
2006 and 2005 was 31.3% and 34.1%, respectively, or a decrease of 2.8%. The
decrease in gross margin was due primarily to restructuring efforts to reduce
certain fixed costs associated with the Company's maintenance and support
department in addition to a decrease in revenue that was not matched by a
commensurate decrease in cost of goods.

                                       27
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE


Selling, General and Administrative expenses for the three months ended January
31, 2006 and 2005 were $693,053 and $601,177 respectively. The year-over-year
increase of $91,876, or 15.3% is the result of additional personnel costs
required to fulfill the successfully acquired prior year contracts. The
increased costs resulted from adding personnel required to support the
deployment, delivery, and installation of our product. Additionally, other
associated cost increases were incurred for infrastructure such as office space
and communications.

NET LOSS

Net loss for the three months ended January 31, 2006 and 2005 was $633,474 and
$138,380, respectively. The year-over-year increase in net loss of $495,094, or
358% is due to significantly lower sales compared to the three months ended
January 31, 2005.

RESEARCH AND DEVELOPMENT

Research and development expense for the three months ended January 31, 2006 and
2005 was $9,476 and $213, respectively. The year-over-year increase of $9,263 is
due to development of IP-based services that can be deployed over our SIMS
platform.


FINANCIAL CONDITION
-------------------

From inception to January 31, 2006, we incurred an accumulated deficit of
$6,129,985, and we expect to incur additional losses into 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 operating subsidiary.

We have financed our operations since inception primarily through equity and
debt financing. During the three months ended January 31, 2006, we had a net
decrease in cash of $188,143. Total cash resources as of January 31, 2006 was
$309,295 compared with $497,438 at October 31, 2005.

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, the 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.

In addition to our financing plans, 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.

                                       28
<PAGE>

THE COMPANY'S LIQUIDITY PLAN

Recent operating results give rise to concerns about the Company's ability to
generate cash flow from operations sufficient to sustain ongoing viability. Net
loss for the year ended October 31, 2005 and three months ended January 31, 2006
was $4,140,235 and $633,474, respectively, while cash used for operations was
$1,838,615 and $178,149, respectively

During the year ended October 31, 2005, 100,000 of the series "A" Warrants were
exercised at $.60 per share, resulting in $60,000 net proceeds to the Company
and the issuance of 60,000 restricted common shares.

During the year ended October 31, 2005, 200,000 of the series "A" Warrants were
exercised at $.45 per share, resulting in $90,000 net proceeds to the Company
and the issuance of 200,000 restricted common shares.

966,665 "B" Warrants were unexercised as of January 31, 2006.

No warrants were exercised during the three months ended January 31, 2006.

During the year ended October 31, 2005, the Company issued 127,067 shares of
Common Stock in exchange for services with a total value of $96,475.

Our independent registered public accountants, Bedinger and Company have
indicated that, based on the Company's financial statements, the Company will
continue as a going concern. Moreover, Bedinger and Company has noted that the
Company has suffered recurring losses from operations that raises substantial
doubt about its ability to continue as a going concern.

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.

The Company's need to raise additional equity or debt financing and the
Company's ability to generate cash flow from operations will depend on its
future performance and the Company's ability to successfully implement business
and growth strategies. The Company's performance will also be affected by
prevailing economic conditions. Many of these factors are beyond the Company's
control. If future cash flows and capital resources are insufficient to meet the
Company's commitments, the Company may be forced to reduce or delay activities
and capital expenditures or obtain additional equity capital. In the event that
the Company is unable to do so, the Company may be left without sufficient
liquidity.

                                       29
<PAGE>


RISK FACTORS

RISKS RELATED TO OUR BUSINESS:

The Company's revenue and operating results may fluctuate significantly from
quarter to quarter, and fluctuations in operating results could cause its stock
price to decline.

The Company's revenue and operating results may vary significantly from
quarter-to-quarter due to a number of factors. In future quarters, operating
results may be below the expectations of public market analysis or investors,
and the price of its common stock may decline. Factors that could cause
quarterly fluctuations include:

      o     the beginning and ending of significant contracts during a quarter;
      o     the number, size and scope of the installation contracts;
      o     maintenance contracts can create variations in revenue levels and
            may cause fluctuations in quarterly results;
      o     fluctuations in demand for services resulting from budget cuts,
            project delays, cyclical downturns or similar events, including the
            recent economic downturn;
      o     the possibility and subsequent duration of conflicts involving the
            United States military could cause delays in program operations
            related to the Company's hospitality clients by reducing travel;
      o     clients' decisions to divert resources to other projects, which may
            limit clients' resources that would otherwise be allocated to
            solutions that the Company could provide; and
      o     reductions in the prices of services offered by competitors.

      Because a significant portion of expenses are relatively fixed, a
variation in the number of installations or the timing of the initiation or the
completion of client contracts may cause significant variations in operating
results from quarter-to-quarter and could result in losses.


Any inability to adequately retain or protect our employees, customer
relationships and proprietary technology could harm our ability to compete.

Our future success and ability to compete depends in part upon our employees,
customer relationships, proprietary technology and trademarks, which we attempt
to protect with a combination of patent, copyright, trademark and trade secret
claims, as well as with our confidentiality procedures and contractual
provisions. These legal protections afford only limited protection and are
time-consuming and expensive to obtain and/or maintain. Further, despite our
efforts, we may be unable to prevent third parties from soliciting our employees
or customers or infringing upon or misappropriating our intellectual property.

Our employees, customer relationships and intellectual property may not be
adequate to provide us with a competitive advantage or to prevent competitors
from entering the markets for our products and services. Additionally, our
competitors could independently develop non-infringing technologies that are
competitive with, and equivalent or superior to, our technology. Monitoring
infringement and/or misappropriation of intellectual property can be difficult,
and there is no guarantee that we would detect any infringement or
misappropriation of our proprietary rights. Even if we do detect infringement or
misappropriation of our proprietary rights, litigation to enforce these rights
could cause us to divert financial and other resources away from our business
operations. The departure of certain key personnel could harm the financial
condition of the Company.

                                       30
<PAGE>

Sandro Natale, one of the Company's founders and current CEO, is intimately
involved in our business and has day to day relationships with critical
customers and is also critical to our product development. Superclick is not
able to afford additional staff to supplement these key personnel. Competition
for highly skilled business, product development, technical and other personnel
is intense, and there can be no assurance that we will be successful in
recruiting new personnel or in retaining our existing personnel. A failure on
our part to retain the services of key personnel could have a material adverse
effect on our operating results and financial condition. We do not maintain key
man life insurance on any of our employees.

The market in which the Company competes is intensely competitive and actions by
competitors could render its services less competitive, causing revenue and
income to decline.

The ability to compete depends on a number of factors outside of the Company's
control, including:

      o     the prices at which others offer competitive systems, including
            aggressive price competition and discounting on individual
            contracts, which may become increasingly prevalent due to worsening
            economic conditions;
      o     the ability of competitors to undertake more extensive marketing
            campaigns;
      o     the extent, if any, to which competitors develop proprietary
            offerings that improve their ability to compete;
      o     the ability of the Company's customers to supply the solutions
            themselves; and
      o     the extent of competitors' responsiveness to customer needs.

The Company may not be able to compete effectively on these or other factors. If
the Company is unable to compete effectively, market position, and therefore
revenue and profitability, would decline.

International business exposes the Company to various foreign requirements,
which could interfere with business or operations and could result in increased
expenses and declining profitability.

International operations create special risks, including:

      o     statutory requirements, which may impair the Company's ability to
            expatriate foreign profits to help fund domestic operations;
      o     greater difficulties in managing and supplying turnkey installation
            at foreign locations;
      o     cultural differences that adversely affect utilization;
      o     unexpected changes in trading policies, legal and regulatory
            requirements, tariffs and other foreign taxes;
      o     greater difficulties in enforcing agreements with clients and
            collecting accounts receivable;

                                       31
<PAGE>

      o     the tax system of foreign countries, which may tax the Company's
            foreign income at higher rates than in the United States and may
            subject foreign earnings to withholding requirements or tariffs,
            exchange controls or other restrictions;
      o     legal requirements and regulations of various foreign countries,
            which may make compliance by the Company with such laws and
            regulations difficult and may make enforcement of the Company's
            intellectual property rights more difficult; and
      o     fluctuations in currency exchange rates, which may affect demand for
            the Company's products and services and may adversely affect the
            profitability in United States dollars of services provided by the
            Company in foreign markets where payment for its products and
            services is made in the local currency; and general economic
            conditions in the foreign countries into which the Company sells,
            which could have an adverse impact on its earnings from operations
            in those countries.

If the Company and/or its product offerings fail to perform effectively on
installations and other projects, its reputation, and therefore its competitive
position and financial performance, could be harmed.

Many of the Company's new installation opportunities come from existing clients
or from referrals by existing clients. Therefore, growth is dependent on the
Company's reputation and on client satisfaction. The failure to provide
solutions or perform services that meet a client's expectations may damage the
Company's reputation and harm its ability to attract new business. Damage to the
Company's reputation arising from client dissatisfaction could therefore harm
financial performance.

Inability to protect intellectual property could harm the Company's competitive
position and financial performance.

Despite efforts to protect proprietary rights from unauthorized use or
disclosure, parties, including former employees or consultants, may attempt to
disclose, obtain or use the Company's solutions or technologies. The steps the
Company has taken may not prevent misappropriation of solutions or technologies,
particularly in foreign countries where laws or law enforcement practices may
not protect proprietary rights as fully as in the United States. Unauthorized
disclosure of proprietary information could make the Company's solutions and
technologies available to others and harm its competitive position.

There are risks associated with our planned growth.

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. There are
risks associated with forward-looking statements made by us, and actual results
may differ.

                                       32
<PAGE>

Some of the information in this 10KSB contains forward-looking statements that
involve substantial risks and uncertainties. You can identify these statements
by forward-looking words such as "may," "will," "expect," "anticipate,"
"believe," "estimate," "intend" and "continue," or similar words. You should
read statements that contain these words carefully because they:

* discuss our future expectations;
* contain projections of our future results of operations of our financial
  condition; and
* state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there will
be events in the future that we are not able to accurately predict, or over
which we have little or no control. The risk factors listed in this section, as
well as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. You should
be aware that the occurrence of the events described in these risk factors could
have an adverse effect on our business, results of operations and financial
condition.

Due to the Company's foreign client installations in Canada, the Caribbean and
Europe, the Company is exposed to transaction adjustments with respect to
foreign currency.

The Company's functional currency is the United States dollar. However, the
Company's operating subsidiary's functional currency is the Canadian Dollar.
Under United States dollar functional currency, the financial statements of
foreign subsidiaries are remeasured from the recording currency to the United
States dollar. The resulting remeasurement adjustment has been recorded as
separate component of stockholder's equity. The Company believes that operating
under United States dollar functional currency, combined with transacting
business in countries with traditionally stable currencies mitigates the effect
of any near-term foreign currency transaction adjustments on the Company's
financial position, results of operations and cash flows.

The Company has not engaged in foreign currency hedging transactions nor does
the Company have any derivative financial instruments. However, going forward,
the Company will assess the need to enter into hedging transactions to limit its
risk due to fluctuations in exchange rates.


RISKS RELATING TO OUR COMMON STOCK:

There is a limited market for our common stock.

Our common stock is traded in the Over-the-Counter Bulletin Board market. This
may cause delays in the timing of transactions, reductions in the number and
quality of securities analysts' reporting on us, and the extent of our coverage
in the media. Trading in our common stock has been sporadic, and at present,
there is a limited market for it. There can be no assurance that a stronger
market will develop. Even if such a market does develop, it may not be
sustained.

You may suffer dilution upon the exercise of outstanding options and warrants
and the conversion of convertible notes.

                                       33
<PAGE>

As of January 31, 2006, we had exercisable stock options outstanding to purchase
1,314,439 shares of common stock, warrants to purchase 4,032,661 shares of
common stock, and convertible debentures convertible in accordance with a
formula based on the 45 day trailing average price of our common stock. To the
extent such options or warrants are exercised and convertible notes are
converted, there will be further dilution. In addition, in the event that any
future financing should be in the form of securities convertible into, or
exchangeable for, equity securities, investors may experience additional
dilution upon the conversion or exchange of such securities.

Future sales of our common stock by existing shareholders under Rule 144 could
decrease the trading price of our common stock.

As of January 31, 2005, a total of 17,336,681 shares of our outstanding common
stock were "restricted securities" and could be sold in the public markets only
in compliance with Rule 144 adopted under the Securities Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions, an amount not exceeding in any three-month period the greater of
either (i) 1% of the issuer's outstanding common stock or (ii) the average
weekly trading volume in the securities during a period of four calendar weeks
immediately preceding the sale. Persons who are not affiliated with the issuer
and who have held their restricted securities for at least two years are not
subject to the volume limitation. Possible or actual sales of our common stock
by present shareholders under Rule 144 could have a depressive effect on the
price of our common stock.

Our common stock is subject to "penny stock" rules.




                                       34
<PAGE>

Our common stock is classified as a penny stock by the Securities and Exchange
Commission. This classification severely and adversely affects the market
liquidity for our common stock. The Commission has adopted Rule 15g-9, which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, sets forth (i) the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in public offerings and secondary trading and about the commissions
payable to the broker-dealer and registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.






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<PAGE>


ITEM 3. CONTROLS AND PROCEDURES


(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's Interim President and Interim Chief Financial Officer (who is the
principal accounting officer), both of whom were appointed in the interim
capacity in April, 2005, to evaluate the effectiveness of the Company's
disclosure controls and procedures and manage the Company's operations as of the
end of the period covered by this report.

As reported in the Company's 10QSB filed with the Securities and Exchange
Commission on August 15, 2005 for the period ended April 30, 2005, our interim
President and Principal Financial Officers had identified certain deficiencies,
including a lack of an appropriately rigorous system of policies and procedures
for the internal review of financial reports, including inadequate staffing,
training and expertise.

In accordance with Item 308 (c) of Regulation S-B, as of January 31, 2006 there
were no changes in the Company's internal control reporting in connection with
the Company's evaluation of its internal controls that occurred during the most
recent fiscal quarter covered by this Form 10-QSB.

(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's Acting President and Chief Financial Officer (who is the principal
accounting officer). Both evaluated the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. It was determined that our internal controls appear to be effective.

(b) Changes in internal controls
In accordance with Item 308 (c) of Regulation S-B, there were no changes in the
Company's internal control reporting in connection with the Company's evaluation
of its internal controls that occurred during the most recent fiscal quarter
covered by this Form 10-QSB.



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<PAGE>


                                     Part II


ITEM 4. Exhibits and Reports On Form 8-K

(A) Reports on Form 8-K

We filed a report on Form 8-K on November 14, 2005 announcing the appointment of
Jean Perotti as the Company's Chief Financial Officer and Principal Accounting
Officer. Concurrently, Todd M. Pitcher, the Company's Chairman resigned from the
role of interim Chief Financial Officer and Principal Accounting Officer.


(B)  Exhibits

            99.1     CEO and CFO Certification Pursuant to Section 302 of
                     The Sarbanes-Oxley Act of 2002



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/ Sandro Natale
                                           ---------------------------
                                           Name: Sandro Natale
                                           Title: Interim CEO







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