Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

      For The Quarterly Period Ended July 31, 2004.

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

      For The Transition Period From ______________To_________________

                        Commission File Number 333-31238

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

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

                        23332 Mill Creek Drive, Suite 230
                             Laguna Hills, CA 92653
                                 (858) 518-1387
           ------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
             Area Code, Of Registrant's mailing address in California)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes |X|  No |_|

The number of  outstanding  shares of the  issuer's  common  stock,  $0.0006 par
value, as of July 31, 2004 was 25,065,567.

                                       1
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

                                     Part I

Item 1.   Financial Statements

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

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

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

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

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

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

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

Item 2.   Management's Discussion and Analysis ........................  24

Item 3.   Controls and Procedures......................................  27

                           Part II - Other Information

Item 4.   Exhibits and Reports on Form 8-K ............................  27

Item 5.   Signatures ..................................................  27

                                       i

                                       2
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(FORMERLY GRAND PRIX SPORTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheet
July 31, 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                   July 31,
ASSETS                                                                            -----------
------                                                                               2004
CURRENT ASSETS                                                                    -----------
--------------                                                                    (Unaudited)
<S>                                                                               <C>
   Cash                                                                           $   426,059
   Accounts receivable                                                                820,772
   Tax credits receivable                                                             121,977
   Prepaid expenses                                                                    28,224
   Work In Process Inventory, net of reserve of $28,203                               130,824

                                                                                  -----------
      TOTAL CURRENT ASSETS                                                          1,527,856

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

Goodwill                                                                            1,354,606

      TOTAL ASSETS                                                                $ 2,997,528
                                                                                  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses :
      Accounts payable                                                                463,450
      Accrued payroll                                                                   4,391
      Accrued other                                                                    41,133
                                                                                  -----------
      TOTAL CURRENT LIABILITIES                                                       508,974

COMMITMENT (Note I)

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

      Common stock, par value $.0006, 121,000,000 shares authorized; issued and
      outstanding 25,065,567 at July 31, 2004                                          15,039

      Additional paid-in capital                                                    3,433,829
      Deficit accumulated during the development stage                               (986,264)
         Accumulated other comprehensive gain (loss)
            (Cumulative translation adjustment)                                        25,950
                                                                                  -----------

         TOTAL STOCKHOLDERS' EQUITY                                                 2,488,554
                                                                                  -----------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 2,997,528
                                                                                  ===========
</TABLE>


                                       3
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(FORMERLY GRAND PRIX SPORTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Unaudited Consolidated Statements of Operations For the Three and Nine
Months Ended July 31, 2004 and 2003, and The Period June 3, 1999 (Date of
Inception) to July 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              Three Months       Three Months      Nine Months       Nine Months       June 3, 1999
                                               Ended July         Ended July        Ended July        Ended July      (Inception) to
                                                    31,               31,               31,              31,                31,
                                               ------------      ------------      ------------      ------------      ------------
                                                   2004              2003              2004             2003               2004
                                               ------------      ------------      ------------      ------------      ------------
<S>                                            <C>               <C>               <C>               <C>               <C>
Revenue
     Net Sales                                 $    804,701      $         --      $  1,420,891      $         --      $  1,423,583
     Cost of goods sold                             453,322                --           862,617                --           865,640
                                               ------------      ------------      ------------      ------------      ------------
     Gross Profit                                   351,379                --           558,274                --           557,943

Cost and Expenses
     Loss on equity method investment                    --                --                --                --            90,000
     Bank charges                                     7,668                50            15,807               125            16,780
     Communication                                   17,518                --            43,864                --            56,100
     Consulting fees                                 42,520                --            51,796                --            70,497
     Meals and entertainment                          1,163                --            12,573                --            48,272
     Depreciation and amortization                    5,693                --            12,384                40            20,341
     Marketing and promotion                         21,020                --            26,302                --            57,331
     Office                                          15,254               827            45,344             2,862            52,466
     Director Compensation                               --                --           177,519                --           177,519
     Professional fees                               67,761            12,984           180,179            45,369           394,488
     Investor relations                              25,340               170           100,195              (278)          128,925
     Loss due to license revisions                       --                --                --                --             4,639
     Write down of furniture and equipment               --                --                --                --             1,315
     Salary and wages                               166,523                --           394,866                --           427,086
     Travel                                          32,829                --            82,582               375           113,841
     Taxes & Licenses                                 1,301                84             9,147                84             9,947
     Research and development                           385                --             1,535                --           (12,780)
     Interest expense                                   844                --             2,071               875             6,304
                                               ------------      ------------      ------------      ------------      ------------
     Total Expenses                                 405,819            14,115         1,156,164            49,452         1,663,071
                                               ------------      ------------      ------------      ------------      ------------
Loss from Operations                                (54,440)          (14,115)         (597,890)          (49,452)       (1,105,128)
Gain on sale of investment                               --                --                --            80,000
Gain on forgiveness of debt                              --                --                --            38,864            38,864
                                               ------------      ------------      ------------      ------------      ------------
     Total Other Income                                  --                --                --            38,864           118,864

      Net Earnings (Loss)                      $    (54,440)     $    (14,115)     $   (597,890)     $    (10,588)     $   (986,264)
                                               ============      ============      ============      ============      ============
     Net (Loss) per common share
     Basic and diluted                         $      (0.00)     $      (0.00)     $      (0.03)     $      (0.00)
                                               ============      ============      ============      ============

     Weighted average common shares
          outstanding Basic and diluted          24,812,944         3,500,000        22,575,721         3,226,543
</TABLE>


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                            Deficit      Accumulated
                                                       Common Stock                         Accumulated    Other
                                                   ----------------------    Additional     during the     Compre-        Total
                                                   Number of                  Paid-in       Development    hensive     Stockholder's
                                                     Shares       Amount      Capital          Stage       Income         Equity
                                                   ----------    --------    -----------    ------------ ------------  -------------
<S>                                                <C>           <C>         <C>            <C>            <C>          <C>
BALANCES June 3, 1999                                      --    $     --    $        --    $        --    $     --     $        --

          Shares issued during the period
               Shares issued to acquire license
               (Note B)                             8,333,333       5,000          5,000                                     10,000
               Shares issued for cash               1,916,667       1,150        102,350                                    103,500

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

                                                   ----------    --------    -----------    -----------    --------   -----------
BALANCES December 31, 1999                         10,250,000       6,150        107,350        (18,936)         --          94,564

          Net loss for 2000                                                                     (88,027)                    (88,027)

                                                   ----------    --------    -----------    -----------    --------   -----------
BALANCES December 31, 2000                         10,250,000       6,150        107,350       (106,963)         --           6,537

          Shares issued during the period
               Shares Issued for Nordic
               acquisition                            166,667         100         89,900                                     90,000

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

          5:1 forward stock split                         5:1

          Net Loss through December 31, 2001                                                   (181,335)                   (181,335)

                                                   ----------    --------    -----------    -----------    --------   -----------
BALANCES December 31, 2001                          2,500,000       1,500        202,000       (288,298)         --         (84,798)

          Issuance of common stock                    583,333         350         64,635                                     64,985

          Net Loss through December 30, 2002                                                    (10,534)                    (10,534)

                                                   ----------    --------    -----------    -----------    --------   -----------
BALANCES December 31, 2002                          3,083,334       1,850        266,635       (298,832)         --         (30,347)

          Shares issued during the period
               Shares issued for cash               2,433,333       1,460        202,540                                    204,000
               Shares Issued for
                 Superclick Networks, Inc.
                 acquisition                       14,025,800       8,415      1,236,520                                  1,244,935

          6:1 reverse stock split                         1:6

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

          Net Loss through October 31, 2003                                                     (89,542)                    (89,542)

BALANCES October 31, 2003                          19,542,467    $ 11,725    $ 1,705,695    $  (388,374)   $ (7,476  )  $ 1,321,570
          Shares issued during the period
               Shares issued for cash               4,999,994       3,000      1,522,000                                  1,525,000
               Shares issued for services             523,106         314        239,705                                    240,019
               Stock options granted                                              38,439                                     38,439
               Fees related to share issuance                                    (72,010)                                   (72,010)
          Foreign Currency Translation
          Adjustment                                                                                         33,426          33,426

          Net Loss through July 31, 2004                                                       (597,890)                   (597,890)

                                                   ----------    --------    -----------    -----------    --------   -----------
BALANCES July 31, 2004                             25,065,567    $ 15,039    $ 3,433,829    $  (986,264)   $ 25,950   $ 2,488,554
                                                   ----------    --------    -----------    -----------    --------   -----------
</TABLE>


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Three         Three          Nine          Nine       June 3,
                                                                  Months        Months        Months         Months      1999
                                                                  Ended         Ended         Ended          Ended     (Inception)
                                                                 July 31,      July 31,      July 31,       July 31,   to July 31,
                                                                 --------      --------      ---------      --------   -----------
                                                                   2004          2003           2004          2003         2004
                                                                 --------      --------      ---------      --------    ---------
<S>                                                              <C>           <C>           <C>            <C>         <C>
Net Gain/(Loss)                                                  $(54,440)     $(14,115)     $(597,890)     $(10,588)   $(986,264)

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

     Foreign Currency Translation Adjustment                       57,892            --         33,426            --       25,950
                                                                 --------      --------      ---------      --------    ---------

Net Comprehensive Gain/(Loss)                                    $  3,452      $(14,115)     $(564,464)     $(10,588)   $(960,314)
                                                                 ========      ========      =========      ========    =========
</TABLE>


                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Three         Three          Nine          Nine       June 3,
                                                                  Months        Months        Months         Months      1999
                                                                  Ended         Ended         Ended          Ended     (Inception)
                                                                 July 31,      July 31,      July 31,       July 31,   to July 31,
                                                                 --------      --------      ---------      --------   -----------
                                                                   2004          2003           2004          2003         2004
                                                                 --------      --------      ---------      --------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>          <C>         <C>            <C>         <C>
       Net loss                                                  $ (54,440)   $(14,115)   $  (597,890)   $(10,588)   $  (986,264)
       Adjustments to reconcile net loss
          to net cash used by operating activities:
               Depreciation                                          5,693          --         12,385          --         14,981
               Amortization                                             --          --             --          40          5,361
               Compensation expense on intrinsic
                  value of options issued                           34,236          --         38,439          --         38,439
               License impairment agreement                             --          --             --          --          4,639
               Abondonment of furniture and equipment                   --          --             --          --          1,315
               Loss on investment                                       --          --             --          --         90,000
CHANGES IN CURRENT ASSETS AND CURRENT
       LIABILITIES: (Net of effect of acquisition)
       (Increase) decrease in current assets:
               Accounts receivable                                (366,933)         --       (741,900)         --       (612,745)
               Other receivables                                   (14,458)         --        (38,456)         --        (50,353)
               Prepaid expenses                                     12,459          --        (19,269)         --        (20,073)
               Inventory                                           (62,114)         --       (106,983)         --       (108,012)
       Increase (decrease) in current current liabilities:
               Accounts payable and accrued expenses               115,879      (7,298)       263,895      11,691        204,295
               Accrued payroll                                     (21,239)         --        (50,998)         --        (61,264)
               Accrued other                                        13,875          --         33,346          --         49,699
                                                                 ---------    --------    -----------    --------    -----------
               NET CASH USED FOR OPERATING ACTIVITIES             (337,040)    (21,413)    (1,207,432)      1,143     (1,429,983)
CASH FLOWS FROM INVESTING ACTIVITIES:
               Cash to acquire Superclick Networks, Inc.                --          --             --          --       (145,000)
               Acquisition of furniture and equipment              (57,814)         --        (85,554)         --        (89,894)
                                                                 ---------    --------    -----------    --------    -----------
               NET CASH USED FOR INVESTING ACTIVITIES              (57,814)         --        (85,554)         --       (234,894)
CASH FLOWS FROM FINANCING ACTIVITIES:
               Sale of common stock                                445,490      20,000      1,693,009      30,000      2,065,494
               Repayment of Note payable                                --          --        (23,143)         --             --
               Related party loan                                       --          --             --     (30,780)        (6,762)
                                                                 ---------    --------    -----------    --------    -----------
               NET CASH PROVIDED  BY FINANCING ACTIVITIES          445,490      20,000      1,669,866        (780)     2,058,732
       EFFECT OF EXCHANGE RATE CHANGES ON CASH                      42,002      29,855         25,632
NET INCREASE [DECREASE] IN CASH                                     92,638      (1,413)       406,736         363        419,487
CASH, beginning of period                                          333,421       2,541         19,323         765             --
CASH acquired                                                           --          --             --          --          6,572
                                                                 ---------    --------    -----------    --------    -----------
CASH, end of period                                              $ 426,059    $  1,128    $   426,059    $  1,128    $   426,059
                                                                 =========    ========    ===========    ========    ===========
Other non-cash investing and financing activities:
       License agreement acquired by issue of common stock       $      --    $     --    $        --    $     --    $    10,000
       Nordic Racing Limited acquired by issue of common stock   $      --    $     --    $        --    $     --    $    90,000
       Forgiveness of related party loan                         $      --    $     --    $        --    $     --    $    38,864
       Shares issued for services                                $ 240,019    $     --    $   240,019    $     --    $   240,019
       Interest paid                                             $     844    $     --    $     2,071    $     --    $     2,303
       Taxes paid                                                $      --    $     --    $        --    $     --    $        --
</TABLE>


                                       7
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Supplemental Schedule of Non-Cash Investing and Financing Activities (Unaudited)
--------------------------------------------------------------------------------

The Company  purchased  all of the issued and  outstanding  stock of  Superclick
Networks,  Inc. The fair value of the assets and  liabilities  acquired  were as
follows at October 8, 2003:

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

Accounts payable and accrued expenses                                  (315,645)
Notes payable to shareholder                                            (19,844)
Note payable to Superclick, Inc (eliminated in
consolidation at October 31, 2003)
                                                                       (130,000)
Currency translation adjustment                                          16,452
Acquisition expenses                                                $    15,000
Fair value of common stock issued                                   $ 1,244,935


                                       8
<PAGE>

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

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation

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

Organization

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

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

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

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

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

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


                                       9
<PAGE>

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

Summary of Significant Accounting Principles

Principles of consolidation

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

Accounting estimates

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

Accounts receivable

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

Inventories

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

Property and equipment

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


                                       10
<PAGE>

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

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

Long-lived assets

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

Revenue recognition policy

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

Shipping and handling costs

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

Advertising

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

Loss per common share

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


                                       11
<PAGE>

Issuance of common stock

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

Income taxes

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

Intangible assets

A summary of the treatment of intangible assets of the corporation is summarized
as follows:
                                                   July 31, 2004
                                    --------------------------------------------
                                     Gross                              Net
                                    Intangible      Accumulated      Intangible
                                     Assets         Amortization       Assets
                                    ----------      ------------     -----------
Goodwill                            $1,354,606      $        0       $1,354,606
Other intangibles                          500              500               0
Total                               $1,355,106      $       500      $1,354,606

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

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

Impact of accounting standards

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


                                       12
<PAGE>

Concentrations of credit risk

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

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

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

Disclosure about Fair Value of Financial Instruments

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

Foreign Currency Translation

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

Research and development

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


                                       13
<PAGE>

NOTE B - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

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

NOTE C - NET OPERATING LOSS CARRY FORWARD

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

                     United States Corporation Income Taxes
                     --------------------------------------
        Year of Loss               Amount           Expiration Date
      -----------------          ----------        -----------------
      9 months ending
        July 31, 2004            $  626,202          July 31, 2024
      October 31, 2003           $   68,638         October 31, 2023
      December 31, 2002              10,534        December 31, 2022
      December 31, 2001             181,335        December 31, 2021
      December 31, 2000              88,027        December 31, 2020
      December 31, 1999              18,936        December 31, 2019
                                 $  993,672

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

                              Canadian Income Taxes
                              ---------------------
        Year of Loss               Amount           Expiration Date
      -----------------          ----------        -----------------
      October 31, 2002           $  201,968         October 31, 2009
      October 31, 2001               12,498         October 31, 2008
                                 $  214,466

                                       14
<PAGE>

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

NOTE D - GOING CONCERN AND MANAGEMENT'S PLANS

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

NOTE E - COMMON STOCK

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

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

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

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

During the  quarter  ended April 30, 2004  966,665 of series "B"  Warrants  were
exercised  at $.24 per share,  resulting in $232,000 net proceeds to the Company
and the issuance of 966,665 restricted common shares.  966,668 "B" Warrants were
unexercised  as of July 31,  2004 (See note F below).  As of April 30,  2004 and
commensurate  with our recent private placement filed under Form SB-2 filed June
8, 2004,  the Company  issued  999,999  shares of common  stock in exchange  for
$450,000. Each share issued in accordance with the private placement is entitled
to one "A" Warrant with an exercise price of $0.60 per share.  In addition,  the
Company  issued  523,106  shares of Common Stock in exchange for services with a
total value of $240,019.


                                       15
<PAGE>

During the quarter ended July 31, 2004 the Company placed  1,099,999  units in a
private  placement  at a per unit price of $.45,  which  consisted of one common
share  and one A  Warrant  with an  exercise  price  of $.60.  We have  received
aggregate net proceeds of approximately $495,000.

NOTE F - WARRANTS

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

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

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


                                       16
<PAGE>

NOTE G - STOCK INCENTIVE PLANS

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

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

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

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

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



                                       17
<PAGE>

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

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

                                                          2004
                                             --------------------------------
                                                            Weighted Average
                                               Shares        Exercise Price
Outstanding at
beginning of period                            884,784             $0.50
Granted                                        720,000              0.50
Forfeited                                           --                --
                                             ---------         ---------
Outstanding at
end of quarter                               1,604,784             $0.50
                                             =========         =========
Options exerciseable
at quarter end                                 147,464
                                             =========         =========

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

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


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

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


                                       18
<PAGE>

                                         Three months            Nine months
                                       Ended July 31, 2004   Ended July 31, 2004
                                       -------------------   -------------------
    Net loss as reported                  $   (54,440)            $(597,890)
    Pro forma                             $  (111,186)            $(677,709)
    Net loss per share, as reported       $      (.00)               $.(03)
    Pro forma                             $      (.00)            $    (.03)

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

                                                  2004
                                                --------
         Risk free interest rate                  2.768%
         Expected life (years)                       2.
         Volatility                              152.44%
         Dividend yield                              --

NOTE H - RELATED PARTY TRANSACTION

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

NOTE I - COMMITMENTS AND CONTINGENCIES

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

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

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

                                       19
<PAGE>

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

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

Revenue recognition policy

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

Accounts receivable

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

Inventories

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

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.


                                       20
<PAGE>

Foreign Currency Translation

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

OVERVIEW

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED JULY 31, 2004 AND 2003

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

For the three and nine months  ended July 31, 2004,  general and  administrative
expense was  $405,819 and  $1,156,164,  respectively  compared  with $14,115 and
$49,452 for the three and nine months  ended July 31,  2003,  respectively.  The
increase was the result of the acquisition of Superclick Networks, Inc.

Net loss for the three and nine  months  ended  July 31,  2004 was  $54,440  and
$597,890,  respectively  compared  to a net loss of $14,115  and $10,588 for the
three and nine months  ended July 31,  2003,  respectively.  The increase in net
losses was the result of the acquisition of Superclick Networks, Inc.

FINANCIAL  CONDITION From inception to July 31, 2004, we incurred an accumulated
deficit of $986,264,  and we expect to incur additional  losses through the year
ending  October  31,  2004 and for the  foreseeable  future.  This loss has been
incurred through a combination of professional fees and expenses  supporting our
plans to  acquire  synergistic  businesses  as well as  continued  losses of the
subsidiary.

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

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


                                       21
<PAGE>

COMMITMENTS AND CONTINGENCIES

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


CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
                                                                PAYMENTS DUE BY PERIOD
                                                     --------------------------------------------
                                                                LESS
                                                                THAN 1      1-3      4-5   AFTER 5
                                                      TOTAL      YEAR      YEARS    YEARS   YEARS
                                                     ------     ------     ------   -----  -------
<S>                                                  <C>        <C>        <C>        <C>    <C>
Long-term debt                                       $   --         --         --     --     --
Capital lease obligations                            $   --         --         --     --     --
Operating lease obligations                          $5,247     $2,739     $2,580     --     --
Purchase obligations                                 $   --         --         --     --     --
Other long-term liabilities on the balance sheet     $   --         --         --     --     --
Total                                                $5,247     $2,739     $2,580     --     --
</TABLE>

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

RISK FACTORS

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

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


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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

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

(b)  Changes in  Internal  Controls.

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

                                     Part II

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

(A)   Exhibits

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

(B)   Reports On Form 10-QSB 9-30.

      None

ITEM 5. Signatures

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

                                       Superclick, Inc.
                                         /s/ John Glazik
                                         ---------------------------------------
                                         Name: John Glazik
                                         Title: CEO

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