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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB/A**





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





For
      The
      Quarterly Period Ended April 30, 2006.





o
            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.
                EmployerIncorporation
                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 o




The
      number of outstanding shares of the issuer's common stock, $0.0006 par value,
      as
      of May 18, 2006 was 28,667,070.





**EXPLANATORY
      NOTE**





This
      Amendment on Form 10-QSB/A to Superclick, Inc. (the "Company" or the
      "Registrant") Annual Report on Form 10-QSB for the three and six months ended
      April 30, 2006 (the "Original Filing") which was filed with the Securities
      and
      Exchange Commission on June 15, 2006, is being filed to amend the Original
      Filing as follows:





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x Item
      1. Financial
      Statements. To restate financials to recognize amortization of $171,232 and
      $328,254 for the three and six months ended April 30, 2006, respectively,
      related to the warrant discount from our convertible debentures using the
      effective interest method.





x Item
      2. Management’s
      Discussion and Analysis of Financial Condition and Results of Operations. Update
      results of Company’s operations to reflect restated financial statements.





x Exhibits
      31 Rule 13a-14(a)
      Certifications to conform exactly to Item 601(b)(31) of Regulation S-B and
      Securities Act Release No. 33-8238.





Except
      for the amendments described above, this Form 10-QSB/A does not modify or update
      other disclosures in, or exhibits to, the Original Filing. This Form 10-QSB/A
      is
      filed as a result of the Company becoming aware of a reporting oversight.
      Consent of our independent auditors is attached to this Form 10-QSB/A as Exhibit
      (23) (i) and certifications from our Chief Executive Officer and Chief Financial
      Officer required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
      are
      attached to this Form 10-QSB/A as Exhibits 31.1, 31.2, 32.1 and
      32.2.


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TABLE
      OF CONTENTS





PagePart
                IItem
                1. Financial StatementsConsolidated
                Balance Sheet as of April 30, 2006
                (Unaudited)
            1Consolidated
                Statements of Operations for the three and six
                months ended April 30, 2006 (Unaudited)
            2Consolidated
                Statements of Stockholders Equity for the years
                Ended October 31, 2005 and 2004 and the six months ended April 30,
                2006
                (unaudited)
            3Consolidated
                Statements of Comprehensive Income (Loss) for the
                three and six months ended April 30, 2006 (Unaudited)
            4Consolidated
                Statements of Cash Flows for the three and six
                months ended April 30, 2006 (Unaudited)
            5Notes
                To Financial Statements (Unaudited)
            6Item
                2. Management's Discussion and Analysis
            29Item
                3. Controls and Procedures.
            40Part
                II - Other InformationItem
                4. Exhibits and Reports on Form 8-K
            41Item
                5. Signatures
            41




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**SUPERCLICK,
                  INC.**Consolidated
                  Balance SheetApril
                  30, 2006 (Unaudited)(Restated)April
                  30,2006ASSETS
              
              (Restated)CURRENT
                  ASSETSCash
              
              $
              136,965Accounts
                  receivable, net (Note A&B)
              
              
              919,824R&D
                  Tax credits receivable
              
              
              126,515Sales
                  Tax refund receivable
              
              
              22,937Inventory
                  (Note C)
              
              
              113,686Deferred
                  financing costs
              
              
              53,750Prepaid
                  expenses
              
              
              32,501TOTAL
                  CURRENT ASSETS
              
              
              1,406,178Fixed
                  assets, net (Note D)
              
              
              279,350Deferred
                  Tax Benefit
              
              
              38,607Other
                  Assets
              
              
              2,123TOTAL
                  ASSETS
              
              $
              1,726,258LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable (Note E)
              
              $
              864,573Accrued
                  payroll (Note F)
              
              
              84,803Accrued
                  other (Note G)
              
              
              87,319Deferred
                  revenue (Note H)
              
              
              325,317Loans
                  current portion
              
              
              8,702Notes
                  payable (Note I)
              
              
              350,000Convertible
                  debentures, net (Note J)
              
              
              1,965,638Debenture
                  warrants (Note J)
              
              
              71,989TOTAL
                  CURRENT LIABILITIES
              
              
              3,758,341Loans
                  noncurrent portion
              
              
              34,812TOTAL
                  LIABILITIES
              
              
              3,793,153COMMITMENTS
                  (Note K)STOCKHOLDERS'
                  EQUITY (Note L)Preferred
                  stock, par value $.0001; 20,000,000shares
                  authorized; 0 issued and outstanding
              
              
              —Common
                  stock, par value $.0006, 121,000,000 shares authorized; issued
                  and
                  outstanding 28,667,070 at April 30, 2006
              
              
              17,148Additional
                  paid-in capital
              
              
              4,739,917Common
                  stock payable
              
              
              22,500Accumulated
                  deficit
              
              
              (6,911,704
              )Accumulated
                  other comprehensive gain (loss)(Cumulative
                  translation adjustment)
              
              
              80,384Treasury
                  Stock
              
              
              (15,140
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              (2,066,895
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,726,258


SEE
        NOTES
        TO FINANCIAL STATEMENTS


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**SUPERCLICK,
                  INC.**Consolidated
                  Statements of OperationsFor
                  the Three and Six Months Ended April 30, 2006 (Restated) and 2005
                  (Unaudited)Three
                  Months Ended April 30,
              
              Six
                  Months Ended April 30,2006
              
              2005
              
              2006
              
              2005(Restated)
              
              
              
              (Restated)RevenueNet
                  Sales
              
              $
              561,822
              
              $
              540,203
              
              $
              868,745
              
              $
              1,692,255Services
              
              
              345,987
              
              
              195,730
              
              
              701,205
              
              
              403,412Net
                  revenue
              
              
              907,809
              
              
              735,933
              
              
              1,569,950
              
              
              2,095,667Cost
                  of goods sold
              
              
              476,487
              
              
              384,670
              
              
              931,312
              
              
              1,281,393Gross
                  profit
              
              
              431,322
              
              
              351,263
              
              
              638,638
              
              
              814,274Costs
                  and ExpensesBank
                  charges
              
              
              7,430
              
              
              2,618
              
              
              9,990
              
              
              8,566Communication
              
              
              30,839
              
              
              23,600
              
              
              65,834
              
              
              39,533Consulting
                  fees
              
              
              31,984
              
              
              —
              
              
              51,012
              
              
              —Meals
                  and entertainment
              
              
              3,230
              
              
              8,603
              
              
              8,607
              
              
              14,961Depreciation
                  and amortization
              
              
              18,861
              
              
              10,397
              
              
              38,895
              
              
              21,653Marketing
                  and promotion
              
              
              26,041
              
              
              13,828
              
              
              28,864
              
              
              31,527Office
              
              
              36,664
              
              
              61,557
              
              
              87,068
              
              
              130,811Professional
                  fees
              
              
              40,011
              
              
              107,961
              
              
              170,388
              
              
              190,763Investor
                  relations
              
              
              2,837
              
              
              29,227
              
              
              6,608
              
              
              44,240Salaries
                  and wages
              
              
              295,588
              
              
              456,450
              
              
              664,206
              
              
              780,900Employee
                  benefits
              
              
              3,579
              
              
              11,933
              
              
              11,561
              
              
              24,537Travel
              
              
              25,967
              
              
              53,435
              
              
              56,362
              
              
              90,110Tax
                  and licenses
              
              
              3,380
              
              
              2,572
              
              
              4,327
              
              
              2,572Research
                  and development
              
              
              1,151
              
              
              678
              
              
              10,627
              
              
              891Directors
                  compensation
              
              
              22,500
              
              
              27,612
              
              
              45,000
              
              
              27,612Bad
                  debt expense
              
              
              —
              
              
              —
              
              
              76
              
              
              —Foreign
                  currency (gain)/loss
              
              
              9,199
              
              
              38,980
              
              
              2,364
              
              
              42,165Total
                  costs and expenses
              
              
              559,261
              
              
              849,451
              
              
              1,261,789
              
              
              1,450,841(Loss)
                  from operations
              
              
              (127,939
              )
              
              (498,188
              )
              
              (623,151
              )
              
              (636,567
              )Other
                  Income and (Expense)Interest
                  expense
              
              
              (61,101
              )
              
              —
              
              
              (117,908
              )
              
              —Loss
                  on the sale of fixed assets
              
              
              —
              
              
              —
              
              
              (20,337
              )
              
              —Amortization
                  of beneficial conversion feature of convertible debentures
              
              
              (97,632
              )
              
              —
              
              
              (195,264
              )
              
              —Amortization
                  of deferred financing costs
              
              
              (53,750
              )
              
              —
              
              
              (107,500
              )
              
              —Amortization
                  of warrant discount
              
              
              (171,232
              )
              
              
              
              
              (328,254
              )
              
              —Derivative
                  gain (loss)
              
              
              30,945
              
              
              —
              
              
              121,210
              
              
              —Total
                  other income and (expense)
              
              
              (352,770
              )
              
              —
              
              
              (648,053
              )
              
              —NET
                  LOSS BEFORE TAXES
              
              
              (480,709
              )
              
              (498,188
              )
              
              (1,271,204
              )
              
              (636,567
              )Provision
                  <benefit> for income taxes
              
              
              —
              
              
              —
              
              
              —
              
              
              —NET
                  LOSS
              
              $
              (480,709
              )
              $
              (498,188
              )
              $
              (1,271,204
              )
              $
              (636,567
              )Net
                  (loss) per common share Basic and diluted
              
              $
              (0.017
              )
              $
              (0.020
              )
              $
              (0.044
              )
              $
              (0.026
              )Weighted
                  average common shares outstanding basic and diluted
              
              
              28,667,070
              
              
              25,226,574
              
              
              28,599,468
              
              
              24,958,074The
                  average shares listed below were not included in the computation
                  of
                  diluted lossesper
                  share because to do so would have been antidilutive for the periods
                  presented:Stock
                  options
              
              
              1,460,481
              
              
              1,992,909
              
              
              1,460,481
              
              
              1,990,513Warrants
              
              
              4,032,661
              
              
              2,299,999
              
              
              4,032,661
              
              
              3,100,000Convertible
                  debentures
              
              
              7,640,785
              
              
              —
              
              
              7,645,176
              
              
              —


SEE
        NOTES
        TO FINANCIAL STATEMENTS


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**SUPERCLICK,
                  INC.**Consolidated
                  Statement of Stockholder's
                  EquityFor
                  the Years Ended October 31, 2005 and 2004 and the Six Months Ended
                  April
                  30, 2006 (Unaudited)(Restated)DeficitAccumulated
              
              AccumulatedPreferred
                  Stock
              
              Common
                  Stock
              
              Additional
              
              during
                  the
              
              Other
              
              
              
              TotalNumber
                  of
              
              
              
              Number
                  of
              
              
              
              Subscribed/
              
              Paid-in
              
              Developmental
              
              Comprehensive
              
              Treasury
              
              Stockholders'Shares
              
              Amount
              
              Shares
              
              Amount
              
              Payable
              
              Capital
              
              Stage
              
              Income
                  (loss)
              
              Stock
              
              EquityBALANCES
                  October 31, 2003
              
              
              —
              
              
              —
              
              
              19,542,467
              
              
              11,725
              
              
              
              
              
              339,595
              
              
              (376,880
              )
              
              (7,476
              )
              
              —
              
              
              (33,036
              )Shares
                  issued during the periodShares
                  issued for cash(range
                  $0.18-$0.45 per share)
              
              
              
              
              
              
              
              
              4,033,329
              
              
              2,420
              
              
              
              
              
              1,201,070
              
              
              
              
              
              
              
              
              
              
              
              1,203,490Shares
                  issued for services
              
              
              
              
              
              
              
              
              621,206
              
              
              373
              
              
              
              
              
              314,781
              
              
              
              
              
              
              
              
              
              
              
              315,154Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              
              
              
              134,822
              
              
              
              
              
              
              
              
              
              
              
              134,822Stock
                  subscribed
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              232,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              232,000Foreign
                  Currency Transalation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,120
              
              
              
              
              
              25,120Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (979,395
              )
              
              
              
              
              
              
              
              (979,395
              )BALANCES
                  October 31, 2004
              
              
              —
              
              
              —
              
              
              24,197,002
              
              $
              14,518
              
              $
              232,000
              
              $
              1,990,268
              
              $
              (1,356,275
              )
              $
              17,644
              
              $
              —
              
              $
              898,155Shares
                  issued during the period:Shares
                  issued for cash(range
                  $0.18-$0.60 per share)
              
              
              
              
              
              
              
              
              1,266,665
              
              
              760
              
              
              
              
              
              372,240
              
              
              
              
              
              
              
              
              
              
              
              373,000Shares
                  issued for services
              
              
              
              
              
              
              
              
              102,067
              
              
              61
              
              
              
              
              
              77,164
              
              
              
              
              
              
              
              
              
              
              
              77,225Shares
                  issued for acquisition
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —of
                  Hotel Net, LLC
              
              
              
              
              
              
              
              
              2,750,000
              
              
              1,650
              
              
              
              
              
              1,645,850
              
              
              
              
              
              
              
              
              
              
              
              1,647,500Stock
                  options exercised
              
              
              
              
              
              
              
              
              51,961
              
              
              31
              
              
              
              
              
              25,949
              
              
              
              
              
              
              
              
              
              
              
              25,980Treasury
                  stock received for
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —cashless
                  option exercises
              
              
              
              
              
              
              
              
              111,875
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (25,981
              )
              
              (25,981
              )Treasury
                  stock issued for services
              
              
              
              
              
              
              
              
              25,000
              
              
              15
              
              
              
              
              
              8,394
              
              
              
              
              
              
              
              
              10,841
              
              
              19,250Reduction
                  of treasury stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —issued
                  for services
              
              
              
              
              
              
              
              
              (25,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              263,566
              
              
              
              
              
              
              
              
              
              
              
              263,566Subscribed
                  stock issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (232,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              (232,000
              )Repayment
                  of Hotel Net
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —shareholder
                  investment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (127,600
              )
              
              
              
              
              
              
              
              
              
              
              (127,600
              )Beneficial
                  conversion feature ofconvertible
                  debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              390,529
              
              
              
              
              
              
              
              
              
              
              
              390,529Foreign
                  Currency Translation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              48,634
              
              
              
              
              
              48,634Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (4,284,225
              )
              
              
              
              
              
              
              
              (4,284,225
              )BALANCES
                  October 31, 2005
              
              $
              —
              
              $
              —
              
              $
              28,479,570
              
              $
              17,035
              
              $
              —
              
              $
              4,646,360
              
              $
              (5,640,500
              )
              $
              66,278
              
              $
              (15,140
              )
              $
              (925,967
              )Shares
                  issued during the period:Shares
                  issued for services
              
              
              
              
              
              
              
              
              187,500
              
              
              113
              
              
              22,500
              
              
              22,387
              
              
              
              
              
              
              
              
              
              
              
              45,000Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              71,170
              
              
              
              
              
              
              
              
              
              
              
              71,170Foreign
                  currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              14,106
              
              
              
              
              
              14,106Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,271,204
              )
              
              
              
              
              
              
              
              (1,271,204
              )Balances
                  April 30, 2006
              
              
              —
              
              
              —
              
              
              28,667,070
              
              $
              17,148
              
              $
              22,500
              
              $
              4,739,917
              
              $
              (6,911,704
              )
              $
              80,384
              
              $
              (15,140
              )
              $
              (2,066,895
              )


SEE
        NOTES
        TO FINANCIAL STATEMENTS


-3-
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          to Table of Contents**




**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Comprehensive Income
                  (Loss)For
                  the Three and Six Months Ended April 30, 2006 (Restated) and 2005
                  (Unaudited)Three
                  Months Ended April 30,
              
              Six
                  Months Ended April 30,2006
              
              2005
              
              2006
              
              2005(Restated)
              
              
              
              (Restated)Net
                  Earnings (Loss)
              
              $
              (480,709
              )
              $
              (498,188
              )
              $
              (1,271,204
              )
              $
              (636,567
              )Other
                  Comprehensive Income (Loss)Derivative
                  gain/(loss)
              
              
              30,945
              
              
              —
              
              
              121,210
              
              
              —Foreign
                  Currency Translation Adjustment
              
              
              2,938
              
              
              (8,566
              )
              
              14,106
              
              
              37,120Net
                  Comprehensive (Loss)
              
              $
              (446,826
              )
              $
              (506,754
              )
              $
              (1,135,888
              )
              $
              (599,447
              )


SEE
        NOTES
        TO FINANCIAL STATEMENTS


-4-
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**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Cash FlowsFor
                  the Three and Six Months Ended April 30, 2006 (Restated) and 2005
                  (Unaudited)Three
                  Months Ended April 30,
              
              Six
                  Months Ended April 30,2006
              
              2005
              
              2006
              
              2005(Restated)
              
              
              
              (Restated)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Earnings <loss>
              
              $
              (480,709
              )
              $
              (498,188
              )
              $
              (1,271,204
              )
              $
              (636,567
              )Adjustments
                  to reconcile net losstonet
                  cash used by operating activities:Depreciation
              
              
              18,861
              
              
              10,397
              
              
              38,895
              
              
              21,653Compensation
                  expense on fair marketvalue
                  of options issued
              
              
              36,076
              
              
              —
              
              
              36,076
              
              
              —Compensation
                  expense on intrinsicvalue
                  of options issued
              
              
              
              
              
              92,446
              
              
              35,094
              
              
              139,764Stock
                  issued for services
              
              
              22,500
              
              
              27,612
              
              
              45,000
              
              
              27,612Amortization
                  of beneficial conversion feature
              
              
              97,632
              
              
              —
              
              
              195,264
              
              
              —Amortization
                  of warrant discount
              
              
              171,232
              
              
              —
              
              
              328,254
              
              
              —Derivative
                  gain on warrants issued with debentures
              
              
              (30,945
              )
              
              —
              
              
              (121,210
              )
              
              —Deferred
                  tax benefit
              
              
              —
              
              
              —
              
              
              —
              
              
              —Loss
                  on the sale of fixed assets
              
              
              —
              
              
              —
              
              
              20,337
              
              
              —CHANGES
                  IN CURRENT ASSETS AND CURRENTLIABILITIES:
                  (Net of effect of acquisition)(Increase)
                  decrease in current liabilities:Accounts
                  receivable
              
              
              (190,288
              )
              
              104,740
              
              
              (73,963
              )
              
              274,157Other
                  receivables
              
              
              61,594
              
              
              —
              
              
              141,432
              
              
              21,937Prepaid
                  expenses
              
              
              1,939
              
              
              6,918
              
              
              6,843
              
              
              (6,443
              )Inventory
              
              
              28,566
              
              
              (89,851
              )
              
              3,662
              
              
              169,803Increase
                  (decrease) in current liabilities:Accounts
                  payable and accrued expenses
              
              
              25,576
              
              
              41,633
              
              
              17,195
              
              
              (329,426
              )Accrued
                  Payroll
              
              
              (22,035
              )
              
              2,807
              
              
              27,201
              
              
              (9,490
              )Accrued
                  other
              
              
              46,513
              
              
              —
              
              
              60,105
              
              
              47,951Deferred
                  revenue
              
              
              54,862
              
              
              (10,900
              )
              
              174,244
              
              
              (195,323
              )CASH
                  USED FOR OPERATING ACTIVITIES
              
              
              (158,626
              )
              
              (312,386
              )
              
              (336,775
              )
              
              (474,372
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Acquisition
                  of furniture and equipment
              
              
              (6,099
              )
              
              (13,211
              )
              
              (11,800
              )
              
              (22,428
              )CASH
                  USED FOR INVESTING ACTIVITIES
              
              
              (6,099
              )
              
              (13,211
              )
              
              (11,800
              )
              
              (22,428
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Sale
                  of common stock
              
              
              —
              
              
              81,000
              
              
              —
              
              
              81,000Repayment
                  of loans
              
              
              (2,236
              )
              
              —
              
              
              (4,442
              )
              
              —CASH
                  USED FOR FINANCING ACTIVITIES
              
              
              (2,236
              )
              
              81,000
              
              
              (4,442
              )
              
              81,000EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (5,369
              )
              
              (13,837
              )
              
              (7,456
              )
              
              42,397NET
                  INCREASE (DECREASE) IN CASH
              
              
              (172,330
              )
              
              (258,434
              )
              
              (360,473
              )
              
              (373,403
              )CASH,
                  beginning of period
              
              
              309,295
              
              
              360,509
              
              
              497,438
              
              
              475,478CASH,
                  end of period
              
              $
              136,965
              
              $
              102,075
              
              $
              136,965
              
              $
              102,075Taxes
                  paid
              
              $
              —
              
              $
              2,572
              
              $
              —
              
              $
              2,572Interest
                  paid
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Other
                  non-cash investing and financing activities:Shares
                  issued for services
              
              $
              —
              
              $
              27,612
              
              $
              22,500
              
              $
              27,612


SEE
        NOTES
        TO FINANCIAL STATEMENTS


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Superclick,
      Inc.


Notes
      to Financial Statements (Unaudited)


For
      The
      Three and Six Months Ended April 30, 2006 and 2005






Note
      A-Organization And Summary Of Significant Accounting Policies




Basis
      of Presentation




The
      unaudited financial statements of Superclick, Inc. as of April 30, 2006 and
      for
      the three and six month periods ended April 30, 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 effected by the reverse merger.





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.


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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.


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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.


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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 April 30, 2006 and 2005, the Company
      incurred approximately $26,041 and $13,828, respectively in advertising expense.
      For the six months ended April 30, 2006 and 2005, the Company incurred
      approximately $28,864 and $31,527, 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.


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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:





April
                30, 2006Gross
                IntangibleAssets
            
            AccumulatedAmortization
            
            Net
              IntangibleAssetsOther
                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 has implemented the
      revised standard in the second quarter of fiscal year 2006 (See Note
      N).




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


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believe
      that this recent accounting pronouncement will have a material impact on their
      financial position or results of operations.




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 April 30, 2006, two customers individually accounted for 31% (16%
      and 15%) of accounts receivable. No other customers accounted for more than
      10%
      of accounts receivable as of April 30, 2006.





During
      the three months ended April 30, 2006, the Company’s largest customer accounted
      for 17% of sales.





During
      the three months ended April 30, 2005, the Company’s two largest customers
      accounted for 28% and 18% of sales respectively.





For
      the
      three months ended April 30, 2006 and 2005, approximately 26% and 29%,
      respectively of the Company's net sales were made to customers outside the
      United States.





Disclosure
      about Fair Value of Financial Instruments





The
      Company estimates that the fair value of all financial instruments at April
      30,
      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


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separate
      component of stockholders' equity. The financial statements are presented in
      United States of America dollars.





Research
      and development





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





NOTE
      B
      - ACCOUNTS RECEIVABLE





The
      accounts receivable balance as of April 30, 2006 is reported net of an allowance
      for doubtful accounts of $37,523.





NOTE
      C
      - INVENTORY





Inventory
      is comprised of computer equipment and 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 April 30, 2006.


Computer
                equipment
            
            $
            113,686$
            113,686





NOTE
      D
      - PROPERTY AND EQUIPMENT





Property
      and equipment consisted of the following at April 30, 2006:





Furniture
                & fixtures
            
            $
            129,686Computer
                hardware
            
            
            169,676Leasehold
                improvements
            
            
            31,351Fabrication
                mold and dye
            
            
            20,307Computer
                software
            
            
            88,527439,547Accumulated
                depreciation
            
            
            (160,197
            )Fixed
                assets, net
            
            $
            279,350





During
      the six months ended April 30, 2006, the Company received no proceeds on the
      disposal 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 April 30, 2006 and 2005 was $18,861 and
      $10,397, respectively. Depreciation expense for the six months ended April
      30,
      2006 and 2005 was $38,895 and 21,653, respectively.





NOTE
      E
      - ACCOUNTS PAYABLE





Accounts
      payable at April 30, 2006 consisted of $433,670 for inventory, $353,077 in
      trade
      payables and $77,826 of interest payable.


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NOTE
      F
      - ACCRUED PAYROLL





Accrued
      payroll consisted of $48,250 of accrued wages and $36,553 of accrued vacation
      payable.





NOTE
      G
      - ACCRUED OTHER





Accrued
      other consisted of $55,706 of installation customer deposits and $31,613 related
      to Canadian taxes.





NOTE
      H
      - 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 April 30, 2006, the Company’s
      deferred revenue balance was $325,317.





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. For the three and six months ended April 30, 2006, the Company
      recognized $7,681 and $10,270, respectively of interest expense on these notes,
      which is reflected in the accounts payable balance of $859,848.





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.


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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 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.





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.


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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 and six months ended April 30, 2006, the Company recognized $53,750
      and $107,500, respectively 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 had 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 April 30, 2006,
      the value of the warrants was reassessed using the Black-Scholes option-pricing
      model using the following assumptions: expected term 4.25 years, exercise price
      $.30, volatility 165%, risk free rate 5.07%, and zero dividend yield. The
      warrants have a value of $71,989 at April 30, 2006. For the three and six months
      ended April 30, 2006, the company recognized a derivative gain of $30,945 and
      $121,210, respectively. The initial discount of $658,973 to the debenture is
      amortized over the term of the debenture, or twelve (12) months and calculated
      based upon the effective interest method. During the three and six months ended
      April 30, 2006, the Company recognized $171,232 and $328,254, respectively,
      in
      non-cash interest expense related to the warrant discount.





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. For the three and six months ended
      April 30, 2006, the company recognized $97,632 and $195,264, respectively in
      non-cash interest expense attributable to the amortization of this
      discount.


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NOTE
      K
      - 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 and computers
      at monthly payments of $634. Future lease payments under these operating leases
      are as follows:




Year
                Ended October 31,2006
            
            
            28,2962007
            
            
            55,0112008
            
            
            52,9372009
            
            
            48,5252010
            
            
            —$
            184,769





During
      the three and six months ended April 30, 2006, the Company incurred $16,093
      and
      $39,383 in rent expense.




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





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.


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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





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 187,500 shares, valued at fair market value
      of $0.12 per share, or $22,500 to Directors for services rendered.





For
      the
      three months ended April 30, 2006, the Company accrued $22,500 to common stock
      payable for Director services rendered.





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.





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 and six months ended April 30, 2006, there was no stock option
      activity.


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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. 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 I).





NOTE
      M
      - WARRANTS





At
      April
      30, 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:





ExerciseWarrant
            
            Number
                of
            
            Price
                Per
            
            ExpirationClass
            
            Warrants
            
            Warrant
            
            DateB
            
            
            386,666
            
            $
            0.24
            
            
            9/9/06B
            
            
            193,333
            
            $
            0.24
            
            
            9/29/06B
            
            
            193,333
            
            $
            0.24
            
            
            10/15/06B
            
            
            193,333
            
            $
            0.24
            
            
            10/22/06Subtotal
            
            
            966,665A
            
            
            55,555
            
            $
            0.60
            
            
            4/14/07A
            
            
            100,000
            
            $
            0.60
            
            
            4/19/07A
            
            
            444,444
            
            $
            0.60
            
            
            4/19/07A
            
            
            100,000
            
            $
            0.60
            
            
            4/23/07A
            
            
            200,000
            
            $
            0.60
            
            
            4/29/07A
            
            
            100,000
            
            $
            0.60
            
            
            4/29/07A
            
            
            100,000
            
            $
            0.60
            
            
            5/7/07A
            
            
            200,000
            
            $
            0.60
            
            
            5/10/07A
            
            
            100,000
            
            $
            0.60
            
            
            5/12/07A
            
            
            100,000
            
            $
            0.60
            
            
            5/17/07A
            
            
            100,000
            
            $
            0.60
            
            
            5/24/07A
            
            
            11,000
            
            $
            0.60
            
            
            5/24/07A
            
            
            100,000
            
            $
            0.60
            
            
            6/2/07A
            
            
            100,000
            
            $
            0.60
            
            
            6/16/07A
            
            
            89,000
            
            $
            0.60
            
            
            6/17/07A
            
            
            200,000
            
            $
            0.60
            
            
            3/30/08Subtotal
            
            
            2,099,999Debenture
            
            
            735,370
            
            
            >or=to
                $0.30
            
            
            7/31/2010Debenture
            
            
            230,627
            
            
            >or=to
                $0.30
            
            
            8/17/2010Subtotal
            
            
            965,997Total
            
            
            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.


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During
      the three and six months ended April 30, 2006, there was no warrant
      activity.





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.





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.


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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.





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 April 30, 2006:





2006Weighted
                AverageShares
            
            Exercise
                PriceOutstanding
                at beginning of period
            
            
            1,460,481
            
            $
            0.52Granted
            
            
            —Forfeited
            
            
            (166,667
            )
            
            0.55Exercised
            
            
            —Outstanding
                at end of period
            
            
            1,293,814
            
            $
            0.52Options
                exerciseable at end of period
            
            
            1,276,314





The
      following table summarizes information about the Company's stock options
      outstanding at April 30, 2006:


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Options
                Outstanding
            
            
            
            Options
                ExercisableNumber
            
            Weighted
            
            Weighted
            
            
            
            WeightedRange
                of
            
            Outstanding
            
            Average
            
            Average
            
            
            
            AverageExercise
            
            At
                January 31,
            
            Contractural
            
            Exercise
            
            Number
            
            ExercisePrices
            
            2006
            
            Life
                (years)
            
            Price
            
            Outstanding
            
            Price$
                0.50
            
            
            589,856
            
            
            —
            
            $
            0.50
            
            
            589,856
            
            $
            0.500.50
            
            
            520,625
            
            
            0.09
            
            
            0.50
            
            
            508,125
            
            
            0.500.65
            
            
            137,500
            
            
            —
            
            
            0.65
            
            
            137,500
            
            
            0.650.60
            
            
            45,833
            
            
            0.61
            
            
            0.60
            
            
            40,833
            
            
            0.60Total
            
            
            1,293,814
            
            
            0.06
            
            $
            0.52
            
            
            1,276,314
            
            $
            0.52





During
      the three months ended April 30, 2006, the Company adopted Statement of
      Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment
      (“SFAS 123r”) using the Modified Prospective Method (“MPA”). Previously, the
      Company accounted for stock options utilizing the intrinsic value method for
      fixed awards under the provisions of Accounting Principles Board (APB) Opinion
      No. 25 (APB 25), Accounting for Stock Issued to Employees. Under SFAS 123r,
      the
      Company measures the fair market value of stock options granted using the
      Black-Scholes Option Pricing Model on the date of grant and recognizes related
      compensation expense ratably over the options vesting period for all future
      grants. The Company is not required to make a cumulative effect adjustment
      as a
      result of adopting the MPA of SFAS 123r. The Company also estimates the amount
      of forfeitures or the amount of options that will be canceled in the future.
      During the three months ended April 30, 2006, the Company recognized
      compensation expense of $42,497 and forfeitures of $6,421.





During
      the three months ended April 30, 2006, under the previous method, APB 25, the
      company would have recognized compensation expense of $21,875.





The
      following table illustrates the effect of implementing SFAS 123r compared to
      APB
      25 for the three months ended April 30, 2006:





FAS
                123r
            
            APB
                25
            
            DifferenceLoss
                from continuing operations
            
            $
            (127,939
            )
            $
            (107,317
            )
            $
            20,622Loss
                before income taxes
            
            
            (480,709
            )
            
            (460,087
            )
            $
            20,622Net
                income
            
            
            (480,709
            )
            
            (460,087
            )
            $
            20,622Cash
                used for operating activities
            
            
            (158,626
            )
            
            (179,248
            )
            $
            (20,622
            )Cash
                used for financing activities
            
            
            (2,236
            )
            
            (2,236
            )
            $
            -Earnings
                per share
            
            $
            (0.011
            )
            $
            (0.016
            )
            $
            (0.005
            )





To
      date
      the Company has recognized net compensation expense, including forfeitures
      in
      the amount of $469,558.





The
      following information is provided in accordance with SFAS No. 123r, Share-Based
      payment, paragraph 84. If the compensation cost for these plans had been
      determined based on


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the
      fair
      value at the grant dates for awards consistent with the method of SFAS Statement
      123r, the pro forma effect on the Company's net loss per share for the three
      months ended April 30, 2005 would have been:





Three
                MonthsEndedApril
                30, 2005Net
                loss as reported
            
            
            ($498,188
            )Intrinsic
                value compensation cost expensed under APB 25
            
            
            ($92,446
            )Fair
                value compensation cost that would have been expensed under SFAS
                123r
            
            
            ($139,739
            )Increase
                in compensation expense over APB 25
            
            
            ($47,293
            )Pro
                forma net loss if SFAS 123 been applied to all awards
            
            
            ($545,481
            )Net
                loss per share, as reported
            
            
            ($0.020
            )Pro
                forma net loss per share if SFAS 123 been applied to all
                awards
            
            
            ($0.022
            )




No
      options were granted during the quarter ended April 30, 2006.





NOTE
      O
      - 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%.





United
                States Corporation Income TaxesYear
                of Loss
            
            Amount
            
            Expiration
                DateOctober
                31, 2005
            
            $
            4,184,331
            
            
            October
                31, 2025October
                31, 2004
            
            
            898,697
            
            
            October
                31, 2024October
                31, 2003
            
            
            53,638
            
            
            October
                31, 2023December
                31, 2002
            
            
            80,395
            
            
            December
                31, 2022December
                31, 2001
            
            
            91,564
            
            
            December
                31, 2021December
                31, 2000
            
            
            88,027
            
            
            December
                31, 2020December
                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.


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Canadian
                Income Taxes (Stated in CAD)Year
                of Loss
            
            Amount
            
            Expiration
                DateOctober
                31, 2005
            
            $
            678,878
            
            
            October
                31, 2012October
                31, 2004
            
            
            151,332
            
            
            October
                31, 2011October
                31, 2003
            
            
            5,322
            
            
            October
                31, 2010October
                31, 2002
            
            
            350,910
            
            
            October
                31, 2009October
                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.





NOTE
      P
      - RELATED PARTY TRANSACTION





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 April 30, 2006, Mr. Pitcher received $12,285.





NOTE
      Q
      - 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.


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The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





NOTE
      R
      - SUBSEQUENT EVENTS





On
      May 3,
      2006, the Company issued 800,128 shares of common stock in payment of three
      months of accrued interest on the convertible debenture described in Note
      J.





NOTE
      S
      - RESTATEMENT





The
      10-QSB for Superclick, Inc. as of April 30, 2006 and 2005 has been restated.
      In
      July, 2006 we discovered that the initiation of amortization related to the
      warrant discount of $658,973 (See NOTE J) was missed. We determined that the
      discount requires amortization over the twelve month debenture term using the
      effective interest method. We calculated the amortization for the year ended
      October 31, 2005, the three months ended January 31, 2006, and the three months
      ended April 30, 2006 to be $143,990, $157,022 and $171,232, respectively,
      totaling $328,254 for the six months ended April 30, 2006 and $472,244 in total.
      The restatement resulted in an increase to net loss for the three and six months
      ended April 30, 2006 of $171,232 and $328,254, respectively, an increase to
      the
      debenture liability of $472,244 and an increase in the accumulated deficit
      of
      $472,244 from the amounts originally reported.





The
      following information presents the impact of the warrant discount amortization
      as discussed above on the Company’s financial information as originally reported
      for the three and six months ended April 30, 2006:


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**SUPERCLICK,
                  INC.**Consolidated
                  Balance SheetApril
                  30, 2006 (Unaudited)(Restatement)April
                  30, 2006(Originally
                  Reported)
              
              (Restated)
              
              (Difference)TOTAL
                  ASSETS
              
              $
              1,726,258
              
              $
              1,726,258
              
              $
              —LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable (Note E)
              
              $
              864,573
              
              $
              864,573
              
              $
              —Accrued
                  payroll (Note F)
              
              
              84,803
              
              
              84,803
              
              
              —Accrued
                  other (Note G)
              
              
              87,319
              
              
              87,319
              
              
              —Deferred
                  revenue (Note H)
              
              
              325,317
              
              
              325,317
              
              
              —Loans
                  current portion
              
              
              8,702
              
              
              8,702
              
              
              —Notes
                  payable (Note I)
              
              
              350,000
              
              
              350,000
              
              
              —Convertible
                  debentures, net (Note J)
              
              
              1,493,394
              
              
              1,965,638
              
              
              472,244Debenture
                  warrants (Note J)
              
              
              71,989
              
              
              71,989
              
              
              —TOTAL
                  CURRENT LIABILITIES
              
              
              3,286,097
              
              
              3,758,341
              
              
              472,244Loans
                  noncurrent portion
              
              
              34,812
              
              
              34,812
              
              
              —TOTAL
                  LIABILITIES
              
              
              3,320,909
              
              
              3,793,153
              
              
              472,244COMMITMENTS
                  (Note K)STOCKHOLDERS'
                  EQUITY (Note L)Preferred
                  stock, par value $.0001; 20,000,000shares
                  authorized; 0 issued and outstanding
              
              
              —
              
              
              —
              
              
              —Common
                  stock, par value $.0006, 121,000,000 shares authorized; issued
                  and
                  outstanding 28,667,070 at April 30, 2006
              
              
              17,148
              
              
              17,148
              
              
              —Additional
                  paid-in capital
              
              
              4,739,917
              
              
              4,739,917
              
              
              —Common
                  stock payable
              
              
              22,500
              
              
              22,500
              
              
              —Accumulated
                  deficit
              
              
              (6,439,460
              )
              
              (6,911,704
              )
              
              (472,244
              )Accumulated
                  other comprehensive gain (loss)(Cumulative
                  translation adjustment)
              
              
              80,384
              
              
              80,384
              
              
              —Treasury
                  Stock
              
              
              (15,140
              )
              
              (15,140
              )
              
              —TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              (1,594,651
              )
              
              (2,066,895
              )
              
              (472,244
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,726,258
              
              $
              1,726,258
              
              $
              —




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**SUPERCLICK,
                  INC.**Consolidated
                  Statements of OperationsFor
                  the Three and Six Months Ended April 30, 2006(Restatement)Three
                  Months Ended April 30, 2006
              
              Six
                  Months Ended April 30, 2006(Originally
                  Reported)
              
              (Restated)
              
              (Difference)
              
              (Originally
                  Reported)
              
              (Restated)
              
              (Difference)RevenueNet
                  revenue
              
              $
              907,809
              
              $
              907,809
              
              $
              —
              
              $
              1,569,950
              
              $
              1,569,950
              
              $
              —Cost
                  of goods sold
              
              
              476,487
              
              
              476,487
              
              
              —
              
              
              931,312
              
              
              931,312
              
              
              —Gross
                  profit
              
              
              431,322
              
              
              431,322
              
              
              —
              
              
              638,638
              
              
              638,638
              
              
              —Costs
                  and ExpensesTotal
                  costs and expenses
              
              
              559,261
              
              
              559,261
              
              
              —
              
              
              1,261,789
              
              
              1,261,789
              
              
              —(Loss)
                  from operations
              
              
              (127,939
              )
              
              (127,939
              )
              
              —
              
              
              (623,151
              )
              
              (623,151
              )
              
              —Other
                  Income and (Expense)Interest
                  expense
              
              
              (61,101
              )
              
              (61,101
              )
              
              —
              
              
              (117,908
              )
              
              (117,908
              )
              
              —Loss
                  on the sale of fixed assets
              
              
              —
              
              
              —
              
              
              —
              
              
              (20,337
              )
              
              (20,337
              )
              
              —Amortization
                  of beneficial conversionfeature
                  of convertible debentures
              
              
              (97,632
              )
              
              (97,632
              )
              
              —
              
              
              (195,264
              )
              
              (195,264
              )
              
              —Amortization
                  of deferred financing costs
              
              
              (53,750
              )
              
              (53,750
              )
              
              —
              
              
              (107,500
              )
              
              (107,500
              )
              
              —Amortization
                  of warrant discount
              
              
              —
              
              
              (171,232
              )
              
              (171,232
              )
              
              —
              
              
              (328,254
              )
              
              (328,254
              )Derivative
                  gain (loss)
              
              
              30,945
              
              
              30,945
              
              
              —
              
              
              121,210
              
              
              121,210
              
              
              —Total
                  other income and (expense)
              
              
              (181,538
              )
              
              (352,770
              )
              
              (171,232
              )
              
              (319,799
              )
              
              (648,053
              )
              
              (328,254
              )NET
                  LOSS BEFORE TAXES
              
              
              (309,477
              )
              
              (480,709
              )
              
              (171,232
              )
              
              (942,950
              )
              
              (1,271,204
              )
              
              (328,254
              )Provision
                  <benefit> for income taxes
              
              
              —
              
              
              —
              
              
              
              
              
              —
              
              
              —NET
                  LOSS
              
              $
              (309,477
              )
              $
              (480,709
              )
              $
              (171,232
              )
              $
              (942,950
              )
              $
              (1,271,204
              )
              $
              (328,254
              )Net
                  (loss) per common share Basic and diluted
              
              $
              (0.011
              )
              $
              (0.017
              )
              $
              (0.006
              )
              $
              (0.033
              )
              $
              (0.044
              )
              $
              (0.011
              )Weighted
                  average common sharesoutstanding
                  basic and diluted
              
              
              28,667,070
              
              
              28,667,070
              
              
              —
              
              
              28,599,468
              
              
              28,599,468
              
              
              —The
                  average shares listed below were not included in the computation
                  of
                  diluted lossesper
                  share because to do so would have been antidilutive for the periods
                  presented:Stock
                  options
              
              
              1,460,481
              
              
              1,460,481
              
              
              —
              
              
              1,460,481
              
              
              1,460,481
              
              
              —Warrants
              
              
              4,032,661
              
              
              4,032,661
              
              
              —
              
              
              4,032,661
              
              
              4,032,661
              
              
              —Convertible
                  debentures
              
              
              7,640,785
              
              
              7,640,785
              
              
              —
              
              
              7,645,176
              
              
              7,645,176
              
              
              —




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**SUPERCLICK,
                  INC.**Consolidated
                  Statement of Stockholder's EquityFor
                  the Six Months Ended April 30, 2006(Restatement)Balances
                  on April 30, 2006(Originally
                  Reported)
              
              (Restated)
              
              (Difference)Common
                  Stock:Shares
              
              
              28,667,070
              
              
              28,667,070
              
              
              —Amount
              
              $
              17,148
              
              $
              17,148
              
              $
              —Subscribed/Payable
              
              $
              22,500
              
              $
              22,500Additional
                  Paid-in-Capital
              
              $
              4,739,917
              
              $
              4,739,917
              
              $
              —Accumulated
                  Deficit
              
              $
              (6,439,460
              )
              $
              (6,911,704
              )
              $
              (472,244
              )Accumulated
                  Other Comprehensive Income (Loss)
              
              $
              80,384
              
              $
              80,384
              
              $
              —Treasury
                  Stock
              
              $
              (15,140
              )
              $
              (15,140
              )
              $
              —Total
                  Stockholder's Equity
              
              $
              (1,594,651
              )
              $
              (2,066,895
              )
              $
              (472,244
              )




**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Comprehensive Income (Loss)For
                  the Three and Six Months Ended April 30, 2006 (Unaudited)(Restatement)Three
                  Months Ended April 30, 2006
              
              Six
                  Months Ended April 30, 2006(Originally
                  Reported)
              
              (Restated)
              
              (Difference)
              
              (Originally
                  Reported)
              
              (Restated)
              
              (Difference)Net
                  Earnings (Loss)
              
              $
              (309,477
              )
              $
              (480,709
              )
              $
              (171,232
              )
              $
              (942,950
              )
              $
              (1,271,204
              )
              $
              (328,254
              )Other
                  Comprehensive Income (Loss)Derivative
                  gain/(loss)
              
              
              30,945
              
              
              30,945
              
              
              —
              
              
              121,210
              
              
              121,210
              
              
              —Foreign
                  Currency Translation Adjustment
              
              
              2,938
              
              
              2,938
              
              
              —
              
              
              14,106
              
              
              14,106
              
              
              —Net
                  Comprehensive (Loss)
              
              $
              (275,594
              )
              $
              (446,826
              )
              $
              (171,232
              )
              $
              (807,634
              )
              $
              (1,135,888
              )
              $
              (328,254
              )




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**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Cash FlowsFor
                  the Three and Six Months Ended April 30, 2006 (Unaudited)(Restatement)Three
                  Months Ended April 30, 2006
              
              Six
                  Months Ended April 30, 2006(Originally
                  Reported)
              
              (Restated)
              
              (Difference)
              
              (Originally
                  Reported)
              
              (Restated)
              
              (Difference)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Earnings <loss>
              
              $
              (309,477
              )
              $
              (480,709
              )
              $
              (171,232
              )
              $
              (942,950
              )
              $
              (1,271,204
              )
              $
              (328,254
              )Adjustments
                  to reconcile net losstonet
                  cash used by operating activities:Depreciation
              
              
              18,861
              
              
              18,861
              
              
              —
              
              
              38,895
              
              
              38,895
              
              
              —Compensation
                  expense on fair marketvalue
                  of options issued
              
              
              36,076
              
              
              36,076
              
              
              —
              
              
              36,076
              
              
              36,076
              
              
              —Compensation
                  expense on intrinsicvalue
                  of options issued
              
              
              —
              
              
              —
              
              
              —
              
              
              35,094
              
              
              35,094
              
              
              —Stock
                  issued for services
              
              
              22,500
              
              
              22,500
              
              
              —
              
              
              45,000
              
              
              45,000
              
              
              —Amortization
                  of beneficial conversion feature
              
              
              97,632
              
              
              97,632
              
              
              —
              
              
              195,264
              
              
              195,264
              
              
              —Amortization
                  of warrant discount
              
              
              
              
              
              171,232
              
              
              171,232
              
              
              
              
              
              328,254
              
              
              328,254Derivative
                  gain on warrants issued with debentures
              
              
              (30,945
              )
              
              (30,945
              )
              
              —
              
              
              (121,210
              )
              
              (121,210
              )
              
              —Deferred
                  tax benefit
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Loss
                  on the sale of fixed assets
              
              
              —
              
              
              —
              
              
              —
              
              
              20,337
              
              
              20,337
              
              
              —Net
                  change in current assets and current liabilities
              
              
              6,727
              
              
              6,727
              
              
              —
              
              
              356,719
              
              
              356,719
              
              
              —CASH
                  USED FOR OPERATING ACTIVITIES
              
              
              (158,626
              )
              
              (158,626
              )
              
              —
              
              
              (336,775
              )
              
              (336,775
              )
              
              —CASH
                  FLOWS FROM INVESTING ACTIVITIES
              
              
              (6,099
              )
              
              (6,099
              )
              
              —
              
              
              (11,800
              )
              
              (11,800
              )
              
              —CASH
                  FLOWS FROM FINANCING ACTIVITIES
              
              
              (2,236
              )
              
              (2,236
              )
              
              —
              
              
              (4,442
              )
              
              (4,442
              )
              
              —NET
                  INCREASE (DECREASE) IN CASH
              
              
              (172,330
              )
              
              (172,330
              )
              
              —
              
              
              (360,473
              )
              
              (360,473
              )
              
              —CASH,
                  beginning of period
              
              
              309,295
              
              
              309,295
              
              
              —
              
              
              497,438
              
              
              497,438
              
              
              —CASH,
                  end of period
              
              $
              136,965
              
              $
              136,965
              
              $
              —
              
              $
              136,965
              
              $
              136,965
              
              $
              —Taxes
                  paid
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Interest
                  paid
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Other
                  non-cash investing and financing activities:Shares
                  issued for services
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              22,500
              
              $
              22,500
              
              $
              —




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**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


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understanding
      of our financial statements. These important accounting policies require
      management's most difficult, subjective judgments.





***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.


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***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
      AND
      SIX MONTHS ENDED APRIL 30, 2006 AND 2005





***Revenue***





Net
      Revenue for the three months ended April 30, 2006 and 2005 was $907,809 and
      $735,933, respectively. Net Revenue for the six months ended April 30, 2006
      and
      2005 was $1,569,950 and $2,095,667, respectively. Compared to the same period
      last year, the three month increase of $171,876, or 23.4% was mainly due to
      an
      increase in the number of installations and rooms under support as a result
      of
      positive results from efforts of our new sales team. The unfavorable
      year-to-date revenue variance of $525,717 or 25.1% was mainly due to a negative
      impact resulting from our transition of a new sales team and certain
      restructuring efforts during the first quarter ended January 31,
      2006.





***Gross
      Profit***





Gross
      profit for the three months ended April 30, 2006 and 2005 was $431,322 or 47.5%
      and $351,263 or 47.7% respectively. The three month increase in gross profit
      on
      a year over year basis was a result of increased revenue. Gross profit for
      the
      six months ended April 30, 2006 and 2005 was $638,638 or 40.7% and $814,274
      or
      38.9%, respectively. The six month decrease in




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gross
      profit on a year over year basis is commensurate with the decrease in net
      revenue. Compared to the same period last year, there was a 1.8% improvement
      in
      gross margin mainly due to a more favorable sales mix between product and
      services.




***Selling,
      General and Administrative***





Selling,
      General and Administrative expenses for the three months ended April 30, 2006
      and 2005 were $559,261 and $849,451 respectively. Selling, General and
      Administrative expenses for the six months ended April 30, 2006 and 2005 were
      $1,261,789 and $1,450,841 respectively. Compared to the same periods last year,
      the three and six month decrease of $290,190 or 34.2% and $189,052 or 13.0%,
      respectively, was mainly due to restructuring efforts undertaken during the
      first quarter.





***Loss
      from Operations***





The
      loss
      from operations for the three months ended April 30, 2006 and 2005 was $127,939
      and $498,188, respectively. Compared to the same period last year, the favorable
      variance of $370,249 or 74.3% was mainly due to cost reduction and certain
      restructuring efforts undertaken by the Company. For the six months ended April
      30, 2006 and 2005, the loss from operations was $623,151 and $636,567,
      respectively. Compared to the same period last year, the favorable variance
      of
      $13,416 or 2.1% was similarly to the quarter, as a result of cost reduction
      and
      certain restructuring efforts undertaken by the Company.




***Net
      Loss***





Net
      loss
      for the three months ended April 30, 2006 and 2005 was $480,709 and $498,188,
      respectively. Net loss for the six months ended April 30, 2006 and 2005 was
      $1,271,204 and $636,567, respectively. The three month year-over-year favorable
      variance in net loss of $17,479 or 3.5% was as a result of the favorable loss
      from operations variance. The six month year-over-year unfavorable variance
      of
      $634,637 or 99.7% was mainly due to the costs associated with the convertible
      debenture including the non-cash amortization of the beneficial conversion
      feature, warrant discount, deferred financing costs and interest expense offset
      by a derivative gain on the warrants associated with the convertible debenture.




**Financial
      Condition**





From
      inception to April 30, 2006, we incurred an accumulated deficit of $6,911,704,
      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 and six months ended April 30, 2006, we had a net
      decrease in cash of $172,330 and $360,473, respectively. Total cash resources
      as
      of April 30, 2006 was $136,965 compared with $309,295 on January 31, 2006 and
      $497,438 at October 31, 2005.


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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.





***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 and six months ended April 30, 2006
      was $4,284,225, $480,709 and $1,271,204 respectively, while cash used for
      operations was $1,838,615, $158,626 an d$336,775, 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 and 2,099,999 “A” Warrants were unexercised as of April 30, 2006.





No
      warrants were exercised during the three months ended April 30,
      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


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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.




**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:





·
            the
                beginning and ending of significant contracts during a quarter;


·
            the
                number, size and scope of the installation contracts;


·
            maintenance
                contracts can create variations in revenue levels and may cause
                fluctuations in quarterly results;


·
            fluctuations
                in demand for services resulting from budget cuts, project delays,
                cyclical downturns or similar events, including the recent economic
                downturn;


·
            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;


·
            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


·
            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


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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.





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:





·
            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;


·
            the
                ability of competitors to undertake more extensive marketing campaigns;


·
            the
                extent, if any, to which competitors develop proprietary offerings
                that
                improve their ability to compete;


·
            the
                ability of the Company's customers to supply the solutions themselves;
                and


·
            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.*


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International
      operations create special risks, including:





·
            statutory
                requirements, which may impair the Company's ability to expatriate
                foreign
                profits to help fund domestic operations;


·
            greater
                difficulties in managing and supplying turnkey installation at foreign
                locations;


·
            cultural
                differences that adversely affect utilization;


·
            unexpected
                changes in trading policies, legal and regulatory requirements, tariffs
                and other foreign taxes;


·
            greater
                difficulties in enforcing agreements with clients and collecting
                accounts
                receivable;


·
            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;


·
            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


·
            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.


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*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.





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.*


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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.*




As
      of
      April 30, 2006, we had exercisable stock options outstanding to purchase
      1,390,064 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
      April 30, 2006, a total of 17,099,776 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.*





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


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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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**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 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 and noted a weakness with respect to item (c) below.





(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.





(c)
            Restatement





In
      July,
      2006 we discovered that the initiation of amortization related to the warrant
      discount of $658,973 (See NOTE J) was missed. As a result, the Company reacted
      by correcting the accounting treatment and restating (1) Form 10-KSB for the
      year ended October 31, 2005, (2) Form 10-QSB for the three months ended January
      31, 2006, and (3) Form 10-QSB for the three and six months ended April 30,
      2006.


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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 February 7, 2006 announcing the resignation of Jacobo
      Melcer from the Company’s board of directors.




(B)
            Exhibits





31.1
            Certificate
                of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act of
                1934*





31.2
            Certificate
                of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act of
                1934*





32.1
            Certificate
                of Chief Executive Officer pursuant to 18 U.S.C. Section
                1350*





32.2
            Certificate
                of Chief Financial Officer pursuant to 18 U.S.C. Section
                1350*





*
            Filed
                herewith.





**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.





Date
      August 22, 2006


SUPERCLICK,
      INC.






/s/
      Sandro Natale


Name:
      Sandro Natale


Title:
      Interim CEO


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