**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 April 30, 2007.





 ̈
            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.)








10222
      St-Michel Blvd., Suite 300


Montreal,
      Quebec, H1H 5H1


(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 May 29, 2007 was 41,407,901.









TABLE
      OF
      CONTENTS





PagePart
                IItem
                1. Financial StatementsConsolidated
                Balance Sheet as of April 30, 2007 (Unaudited)
            1Consolidated
                Statements of Operations for the three and six
              Months
                ended April 30, 2007 and 2006 (Unaudited)
            2Consolidated
                Statements of Stockholders Equity for the years
              Ended
                October 31, 2006 and 2005 and the six months ended
              April
                30, 2007 (unaudited)
            3Consolidated
                Statements of Comprehensive Income (Loss)
              for
                the three and six months ended April 30, 2007
              and
                2006 (Unaudited)
            4Consolidated
                Statements of Cash Flows for the three
              and
                six months ended April 30, 2007 and 2006 (Unaudited)
            5Notes
                to the Financial Statements (Unaudited)
            6Item
                2.Management's
                Discussion and Analysis
            23Item
                3.Controls
                and Procedures
            29Part
                II - Other InformationItem
                4.Submission
                of Matters to a Vote of Security****Holders
            29Item
                6.Exhibits
            30Signatures.
            30




2




**Item
      1 - Financial Statements**




**SUPERCLICK,
                INC.**Consolidated
                Balance Sheet (Unaudited)April
                30, 2007April
                30,2007ASSETSCURRENT
                ASSETSCash
            
            $
            650,553Accounts
                receivable, net (Notes A&B)
            
            
            932,378Sales
                Tax refund receivable
            
            
            40,477Inventory,
                net (Note C)
            
            
            142,627Prepaid
                expenses
            
            
            42,369TOTAL
                CURRENT ASSETS
            
            
            1,808,404Fixed
                assets, net (Note D)
            
            
            222,786TOTAL
                ASSETS
            
            $
            2,031,190LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses (Note E)
            
            $
            765,656Deferred
                revenue (Note F)
            
            
            1,012,752Loans
                current portion
            
            
            11,390Notes
                payable (Note G)
            
            
            371,000Convertible
                debentures, net (Note H)
            
            
            2,210,000Debenture
                warrants (Note H)
            
            
            2,221TOTAL
                CURRENT LIABILITIES
            
            
            4,373,019Loans
                noncurrent portion
            
            
            22,784TOTAL
                LIABILITIES
            
            
            4,395,803COMMITMENTS
                (Note I)STOCKHOLDERS'
                EQUITY (Note J)Common
                stock, par value $.0006, 175,000,000 shares authorized; issued and
                outstanding 41,282,903 at April 30, 2007
            
            
            24,717Additional
                paid-in capital
            
            
            5,573,634Accumulated
                deficit
            
            
            (8,047,574
            )Accumulated
                other comprehensive gain (loss)(Cumulative
                translation adjustment)
            
            
            99,750Treasury
                Stock
            
            
            (15,140
            )TOTAL
                STOCKHOLDERS' EQUITY
            
            
            (2,364,613
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            2,031,190





SEE
      NOTES
      TO FINANCIAL STATEMENTS





1




**SUPERCLICK,
                INC.**Consolidated
                Statements of Operations (Unaudited)For
                the Three and Six Months Ended April 30, 2007 and 2006Three
                Months Ended
            
            Six
                Months EndedApril
                30,
            
            April
                30,2007
            
            2006
            
            2007
            
            2006RevenueNet
                Sales
            
            $
            667,717
            
            $
            561,822
            
            $
            905,502
            
            $
            868,745Services
            
            
            569,932
            
            
            345,987
            
            
            1,093,782
            
            
            701,205Net
                revenue
            
            
            1,237,649
            
            
            907,809
            
            
            1,999,284
            
            
            1,569,950Cost
                of goods sold
            
            
            549,095
            
            
            476,487
            
            
            939,738
            
            
            931,312Gross
                profit
            
            
            688,554
            
            
            431,322
            
            
            1,059,546
            
            
            638,638Costs
                and ExpensesSelling,
                general & administrative
            
            
            435,703
            
            
            492,846
            
            
            740,281
            
            
            1,111,490Research
                & development
            
            
            35,515
            
            
            47,554
            
            
            73,199
            
            
            111,404Depreciation
                & amortization
            
            
            15,313
            
            
            18,861
            
            
            31,627
            
            
            38,895Total
                costs and expenses
            
            
            486,531
            
            
            559,261
            
            
            845,107
            
            
            1,261,789Income
                (loss) from operations
            
            
            202,023
            
            
            (127,939
            )
            
            214,439
            
            
            (623,151
            )Other
                Income and (Expense)Interest
                income
            
            
            6,251
            
            
            -
            
            
            14,829Interest
                expense
            
            
            (78,642
            )
            
            (61,101
            )
            
            (161,009
            )
            
            (117,908
            )Penalty
                interest on convertible debenturesLoss
                on the sale of fixed assets
            
            
            
            
            
            
            
            
            
            
            
            (20,337
            )Amortization
                of beneficial conversion featureof
                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)
            
            
            (1,931
            )
            
            30,945
            
            
            (2,029
            )
            
            121,210Total
                other income and (expense)
            
            
            (74,322
            )
            
            (352,770
            )
            
            (148,209
            )
            
            (648,053
            )NET
                INCOME (LOSS) BEFORE CUMMULATIVE EFFECT ADJUSTMENT
            
            
            127,701
            
            
            (480,709
            )
            
            66,230
            
            
            (1,271,204
            )Cummulative
                effect adjustment
            
            
            (73,700
            )
            
            -
            
            
            (73,700
            )
            
            -NET
                INCOME (LOSS)
            
            
            54,001
            
            
            (480,709
            )
            
            (7,470
            )
            
            (1,271,204
            )Net
                income (loss) per common share:Basic
            
            $
            0.001
            
            $
            (0.017
            )
            $
            (0.000
            )
            $
            (0.044
            )Basic
                and diluted
            
            $
            0.001
            
            
            
            
            $
            (0.000
            )Weighted
                average common shares outstanding:Basic
            
            
            40,951,201
            
            
            28,667,070
            
            
            39,172,987
            
            
            28,599,468Basic
                and diluted
            
            
            89,161,753
            
            
            na
            
            
            88,470,681
            
            
            naThe
                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
            
            
            na
            
            
            1,460,481
            
            
            na
            
            
            1,460,481Warrants
            
            
            na
            
            
            4,032,661
            
            
            na
            
            
            4,032,661Convertible
                debentures
            
            
            na
            
            
            7,640,785
            
            
            na
            
            
            7,645,176





SEE
      NOTES
      TO FINANCIAL STATEMENTS





2




**SUPERCLICK,
                  INC.**Consolidated
                  Statement of Stockholder's Equity (Unaudited)For
                  the Years Ended October 31, 2006, 2005 and the Six Months Ended
                  April 30,
                  2007Preferred
                  Stock
              
              Common
                  StockNumber
                  of
                Shares
              
              Amount
              
              Number
                  of
                Shares
              
              Amount
              
              Additional
                Paid-in
                Capital
              
              Deficit
                Accumulated
                during
                  the
                Developmental
                Stage
              
              Accumulated
                Other
                Comprehensive
                Income
                  (loss)
              
              Treasury
                Stock
              
              Total
                Stockholders'
                EquityBALANCES
                  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
              
              
              
              
              
              
              
              
              1,355,355
              
              
              813
              
              
              76,687
              
              
              
              
              
              
              
              
              
              
              
              77,500Shares
                  issued for interest payable
              
              
              
              
              
              
              
              
              4,618,993
              
              
              2,772
              
              
              173,648
              
              
              
              
              
              
              
              
              
              
              
              176,420Shares
                  issued for retirement ofconvertible
                  debentures
              
              
              
              
              
              
              
              
              1,158,838
              
              
              695
              
              
              49,305
              
              
              
              
              
              
              
              
              
              
              
              50,000Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              368,629
              
              
              
              
              
              
              
              
              
              
              
              368,629Foreign
                  currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,905
              
              
              
              
              
              21,905Net
                  (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,399,604
              )
              
              
              
              
              
              
              
              (2,399,604
              )Balances
                  October 31, 2006
              
              
              -
              
              
              -
              
              
              35,612,756
              
              $
              21,315
              
              $
              5,314,629
              
              $
              (8,040,104
              )
              $
              88,183
              
              $
              (15,140
              )
              $
              (2,631,117
              )Shares
                  issued during the period:Shares
                  issued for services
              
              
              
              
              
              
              
              
              623,682
              
              
              374
              
              
              49,520
              
              
              
              
              
              
              
              
              
              
              
              49,894Shares
                  issued for interest payable
              
              
              
              
              
              
              
              
              2,094,503
              
              
              1,257
              
              
              86,255
              
              
              
              
              
              
              
              
              
              
              
              87,512Shares
                  issued for retirement ofconvertible
                  debentures
              
              
              
              
              
              
              
              
              2,751,856
              
              
              1,651
              
              
              113,349
              
              
              
              
              
              
              
              
              
              
              
              115,000Stock
                  options exercised
              
              
              
              
              
              
              
              
              200,000
              
              
              120
              
              
              9,880
              
              
              
              
              
              
              
              
              
              
              
              10,000Foreign
                  currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              11,567
              
              
              
              
              
              11,567Net
                  profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,470
              )
              
              
              
              
              
              
              
              (7,470
              )Balances
                  April 30, 2007
              
              
              -
              
              
              -
              
              
              41,282,797
              
              $
              24,717
              
              $
              5,573,633
              
              $
              (8,047,574
              )
              $
              99,750
              
              $
              (15,140
              )
              $
              (2,364,613
              )




SEE
      NOTES
      TO FINANCIAL STATEMENTS





3




**SUPERCLICK,
                INC.**Consolidated
                Statements of Comprehensive Income (Loss) (Unaudited)For
                the Three and Six Months Ended April 30, 2007 and 2006Three
                Months Ended April 30,
            
            Six
                Months Ended April 30,2007
            
            2006
            
            2007
            
            2006Net
                earnings (loss)
            
            $
            54,001
            
            $
            (480,709
            )
            $
            (7,470
            )
            $
            (1,271,204
            )Other
                comprehensive income (loss)Derivative
                gain/(loss)
            
            
            (1,931
            )
            
            30,945
            
            
            (2,029
            )
            
            121,210Foreign
                currency translation adjustment
            
            
            30,726
            
            
            2,938
            
            
            11,567
            
            
            14,106Net
                comprehensive income (loss)
            
            $
            82,796
            
            $
            (446,826
            )
            $
            2,068
            
            $
            (1,135,888
            )





SEE
      NOTES TO FINANCIAL STATEMENTS





4


**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Cash Flows (Unaudited)For
                  the Three and Six Months Ended April 30, 2007 and 2006Three
                  Months Ended April 30,
              
              Six
                  Months Ended April 30,2007
              
              2006
              
              2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Earnings <loss>
              
              $
              54,001
              
              $
              (480,709
              )
              $
              (7,470
              )
              $
              (1,271,204
              )Adjustments
                    to reconcile net lossto
                    net cash used by operating activities:Depreciation
              
              
              15,313
              
              
              18,861
              
              
              31,627
              
              
              38,895Loss
                  on the sale of fixed assets
              
              
              -
              
              
              -
              
              
              
              
              
              20,337Compensation
                    expense on fair marketvalue
                    of options issued
              
              
              -
              
              
              36,076
              
              
              -
              
              
              36,076Compensation
                  expense on intrinsic value of options issued
              
              
              -
              
              
              -
              
              
              -
              
              
              35,094Stock
                  issued for services
              
              
              49,894
              
              
              22,500
              
              
              49,894
              
              
              45,000Amortization
                  of beneficial conversion feature
              
              
              -
              
              
              97,632
              
              
              -
              
              
              195,264Amortization
                  of warrant discount
              
              
              -
              
              
              171,232
              
              
              -
              
              
              328,254Derivative
                  gain on warrants issued with debentures
              
              
              1,931
              
              
              (30,945
              )
              
              2,029
              
              
              (121,210
              )Stock
                  issued for accrued interest
              
              
              -
              
              
              -
              
              
              87,512
              
              
              -Stock
                  options exercised
              
              
              10,000
              
              
              -
              
              
              10,000
              
              
              -CHANGES
                  IN CURRENT ASSETS AND CURRENTLIABILITIES:
                  (Net of effect of acquisition)(Increase)
                  decrease in current assets:Accounts
                  receivable
              
              
              (571,734
              )
              
              (190,288
              )
              
              (433,686
              )
              
              (73,963
              )Other
                  receivables
              
              
              27,932
              
              
              61,594
              
              
              18,706
              
              
              141,432Prepaid
                  expenses
              
              
              (23,065
              )
              
              1,939
              
              
              (25,506
              )
              
              6,843Inventory
              
              
              (58,382
              )
              
              28,566
              
              
              (48,571
              )
              
              3,662Increase
                  (decrease) in current liabilities:Accounts
                  payable and accrued expenses
              
              
              74,611
              
              
              25,576
              
              
              (52,469
              )
              
              17,195Accrued
                  Payroll
              
              
              11,067
              
              
              (22,035
              )
              
              (7,292
              )
              
              27,201Accrued
                  other
              
              
              -
              
              
              46,513
              
              
              -
              
              
              60,105Deferred
                  revenue
              
              
              314,820
              
              
              54,862
              
              
              209,919
              
              
              174,244CASH
                  USED FOR OPERATING ACTIVITIES
              
              
              (93,612
              )
              
              (158,626
              )
              
              (165,307
              )
              
              (336,775
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Acquisition
                  of furniture and equipment
              
              
              (548
              )
              
              (6,099
              )
              
              (1,097
              )
              
              (11,800
              )CASH
                  USED FOR INVESTING ACTIVITIES
              
              
              (548
              )
              
              (6,099
              )
              
              (1,097
              )
              
              (11,800
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Repayment
                  of convertible debenture
              
              
              (100,000
              )
              
              -
              
              
              (100,000
              )
              
              -Repayment
                  of loans
              
              
              (2,222
              )
              
              (2,236
              )
              
              (5,001
              )
              
              (4,442
              )CASH
                  USED FOR FINANCING ACTIVITIES
              
              
              (102,222
              )
              
              (2,236
              )
              
              (105,001
              )
              
              (4,442
              )EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              43,251
              
              
              (5,369
              )
              
              2,038
              
              
              (7,456
              )NET
                  (DECREASE) IN CASH
              
              
              (153,131
              )
              
              (172,330
              )
              
              (269,367
              )
              
              (360,473
              )CASH,
                  beginning of period
              
              
              803,684
              
              
              309,295
              
              
              919,920
              
              
              497,438CASH,
                  end of period
              
              $
              650,553
              
              $
              136,965
              
              $
              650,553
              
              $
              136,965Interest
                  paid
              
              $
              4,225
              
              $
              -
              
              $
              5,828
              
              $
              -Taxes
                  paid
              
              $
              32,632
              
              $
              -
              
              $
              32,632
              
              $
              -Other
                  non-cash investing and financing activities:Shares
                  issued for services
              
              $
              49,894
              
              $
              -
              
              $
              49,894
              
              $
              22,500Shares
                  issued for accrued interest
              
              $
              -
              
              $
              -
              
              $
              87,512
              
              $
              -Shares
                  issued for debt
              
              $
              -
              
              $
              -
              
              $
              115,000
              
              $
              -


SEE
      NOTES
      TO FINANCIAL STATEMENTS




5




Superclick,
      Inc.


Notes
      To
      The Financial Statements (Unaudited)


For
      The
      Three and Six Months Ended April 30, 2007 and 2006





Note
      A -
      Organization And Summary Of Significant Accounting Policies




Basis
      of Presentation




The
      unaudited financial statements of Superclick, Inc. as of April 30, 2007 and
      for
      the three and six month periods ended April 30, 2007 and 2006 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 for the year ended October 31, 2006. 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 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, Superclick, Inc. acquired
      100% of the issued and outstanding shares of Superclick Networks, Inc. from
      its
      shareholders. In consideration for acquiring all of 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.




6




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
      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 reasonably support its operating
      expenses through cashflow.




Summary
      of Significant Accounting Principles





Principles
      of consolidation





The
      consolidated financial statements include the accounts of Superclick Networks,
      Inc. and its majority-owned subsidiaries, Superclick, Inc. and Hotel Net LLC,
      which are 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.





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.




7




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.





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.




8




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 three months ended April
      30, 2007 and 2006, the Company incurred approximately $0 and $26,041,
      respectively in marketing and advertising expense. For the six months ended
      April 30, 2007 and 2006, the Company incurred approximately $7,063 and $28,864,
      respectively in advertising expense.





Earnings
      per common share





The
      Company follows Statement of Financial Accounting Standards No. 128 which
      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.





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.




9




Impact
      of accounting standards





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.





In
      February 2006, the FASB issued SFAS 155 "Accounting for Certain Hybrid Financial
      Instruments, an amendment of FASB Statements No. 133 and 140. This Statement
      amends FASB Statements No. 133, Accounting for Derivative Instruments and
      Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities. This Statement resolves
      issues addressed in Statement 133 Implementation Issue No. D1, Application
      of
      Statement 133 to Beneficial Interests in Securitized Financial Assets. This
      Statement:





a.
      Permits fair value re-measurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require bifurcation;





b.
      Clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133;





c.
      Establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring
      bifurcation;





d.
      Clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives;





e.
      Amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial
      instrument.





10




This
      Statement is effective for all financial instruments acquired or issued after
      the beginning of an entity's first fiscal year that begins after September
      15,
      2006. The fair value election provided for in paragraph 4 of this Statement
      may
      also be applied upon adoption of this Statement for hybrid financial instruments
      that had been bifurcated under paragraph 12 of Statement 133 prior


to
      the
      adoption of this Statement. Earlier adoption is permitted as of the beginning
      of
      an entity's fiscal year, provided the entity has not yet issued financial
      statements, including financial statements for any interim period for that
      fiscal year. Provisions of this Statement may be applied to instruments that
      an
      entity holds at the date of adoption on an instrument-by-instrument basis.
      The
      Company does not believe that this recent accounting pronouncement will have
      a
      material impact on their financial position or results of
      operations.





In
      March
      2006, the FASB issued SFAS No. 156 ("FAS 156"), "Accounting for Servicing of
      Financial Assets--An Amendment of FASB Statement No. 140." Among other
      requirements, FAS 156 requires a company to recognize a servicing asset or
      servicing liability when it undertakes an obligation to service a financial
      asset by entering into a servicing contract under certain situations. Under
      FAS
      156 an election can also be made for subsequent fair value measurement of
      servicing assets and servicing liabilities by class, thus simplifying the
      accounting and provide for income statement recognition of potential offsetting
      changes in the fair value of servicing assets, servicing liabilities and related
      derivative instruments. The Statement will be effect beginning the first fiscal
      year that begins after September 15, 2006. The Company does not believe that
      this recent accounting pronouncement will have a material impact on their
      financial position or results of operations.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, “Fair Value Measurements.” The standard provides guidance for using fair
      value to measure assets and liabilities. Under the standard, fair value refers
      to the price that would be received to sell an asset or paid to transfer a
      liability in an orderly transaction between market participants in the market
      in
      which the reporting entity transacts. The standard clarifies the principle
      that
      fair value should be based on the assumptions market participants would use
      when
      pricing the asset or liability. In support of this principle, the standard
      establishes a fair value hierarchy that prioritizes the information used to
      develop those assumptions. The Statement is effective for financial statements
      issued for fiscal years beginning after November15, 2007, and interim periods
      within those fiscal years. The Company is currently evaluating the Statement
      to
      determine what impact, if any, it will have on the Company.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”).
      This statement requires balance sheet recognition of the funded status, which
      is
      the difference between the fair value of plan assets and the benefit obligation,
      of pension and postretirement benefit plans as a net asset or liability, with
      an
      offsetting adjustment to the accumulated other comprehensive income in
      shareholders’ equity. In addition, the measurement date, the date at which plan
      assets and the benefit obligation are measured, is required to be the company’s
      fiscal year end. The Company does not believe that this recent accounting
      pronouncement will have a material impact on their financial position or results
      of operations.





11





In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities-Including an amendment of FASB
      Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of fair value
      accounting but does not affect existing standards which require assets or
      liabilities to be carried at fair value. Under SFAS 159, a company may elect
      to
      use fair value to measure accounts and loans receivable, available-for-sale
      and
      held-to-maturity securities, equity method investments, accounts payable,
      guarantees and issued debt. Other eligible items include firm commitments for
      financial instruments that otherwise would not be recognized at inception and
      non-cash warranty obligations where a warrantor is permitted to pay a third
      party to provide the warranty goods or services. If the use of fair value is
      elected, any upfront costs and fees related to the item must be recognized
      in
      earnings and cannot be deferred, e.g., debt issue costs. The fair value election
      is irrevocable and generally made on an instrument-by-instrument basis, even
      if
      a company has similar instruments that it elects not to measure based on fair
      value. At the adoption date, unrealized gains and losses on existing items
      for
      which fair value has been elected are reported as a cumulative adjustment to
      beginning retained earnings. Subsequent to the adoption of SFAS 159, changes
      in
      fair value are recognized in earnings. SFAS 159 is effective for fiscal years
      beginning after November 15, 2007 and is required to be adopted by the Company
      in the first quarter of fiscal 2009. The Company is currently is determining
      whether fair value accounting is appropriate for any of its eligible items
      and
      cannot estimate the impact, if any, which SFAS 159 will have on its consolidated
      results of operations and financial condition.





Concentrations
      of credit risk





The
      Company performs ongoing credit evaluations of its customers. For the three
      months ended April 30, 2007, one customer accounted for 32% of accounts
      receivable.





For
      the
      three months ended April 30, 2006, two customers individually accounted for
      31%
      (16% and 15%) of accounts receivable.





During
      the three months ended April 30, 2007, the Company’s three largest customers
      accounted for 46% (17%, 16% and 13%) of sales. During the six months ended
      April
      30, 2007, the company’s three largest customers accounted for 35% (14%, 11% and
      10%) of sales.





During
      the three months ended April 30, 2006, the Company’s largest customer accounted
      for 17% of sales. During
      the six months ended April 30, 2006, the company’s three largest customers
      accounted for 44% (23%, 11% and 10%) of sales.





For
      the
      three months ended April 31, 2007 and 2006, approximately 34% and 26% of the
      Company's net sales were made to customers outside the United States. For the
      six months ended April 30, 2007, 30% 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,
      2007, 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.




12




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.




NOTE
      B
      - ACCOUNTS RECEIVABLE





The
      accounts receivable balance of $932,378 as of April 30, 2007 is reported net
      of
      an allowance for doubtful accounts of $78,922.





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, 2007.




Computer
                equipment
            
            $
            151,663Allowance
                for obsolete inventory
            
            
            (9,036
            )$
            142,627




13




NOTE
      D
      - PROPERTY AND EQUIPMENT





Property
      and equipment consisted of the following at April 30, 2007:




Computer
                hardware
            
            $
            177,656Furniture
                & fixtures
            
            
            133,539Computer
                software
            
            
            91,385Leasehold
                improvements
            
            
            31,736Fabrication
                mold and dye
            
            
            20,557454,873Accumulated
                depreciation
            
            
            (232,087
            )Fixed
                assets, net
            
            $
            222,786




Depreciation
      expense for the three months ended April 30, 2007 and 2006 was $15,313 and
      $18,861, respectively. Depreciation expense for the six months ended April
      30,
      2007 and 2006 was $31,627 and $38,895, respectively.





NOTE
      E
      - ACCOUNTS PAYABLE





Accounts
      payable and accrued expenses at April 30, 2007 consisted of $572,041 in trade
      payables, $10,391 related to professional fees, $91,157 of accrued interest
      and
      $92,066 of accrued payroll.





NOTE
      F
      - DEFERRED REVENUE





Deferred
      revenue consists of funds received in advance of services being performed.
      As of
      April 30, 2007, the deferred revenue balance of $1,012,752 consisted of $877,945
      related to support and maintenance (described below) and $134,807 related to
      customer deposits for future hardware installations.





Deferred
      revenue related to support and maintenance 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.





Included
      in the deferred revenue balance are sums received as a result of the Master
      License Agreement signed with Hospitality Services Plus SA (“Swisscom”) filed in
      the 8K dated January 16, 2007. Revenue from the agreement will commence to
      be
      recognized during the 3 rd quarter
      ending July 31, 2007 over the term of the contract which is 36 months.





NOTE
      G
      - NOTES PAYABLE TO FORMER SHAREHOLDERS 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.




14




The
      notes
      matured on January 1, 2006. The notes were canceled and replaced with new notes
      that accrued interest at the rate of nine percent (9%) per annum and matured
      January 1, 2007. $21,000 of accrued interest on the former notes was added
      to
      the principle of the new notes. Therefore, the new balance for notes payable
      at
      April 30, 2007 is $371,000. For the three months ended April 30, 2007 and 2006,
      the Company recognized $8,142 and $7,681, respectively of interest expense
      on
      these notes, which is reflected in interest payable. For the six months ended
      April 30, 2007 and 2006, the Company recognized $16,559 and $10,270,
      respectively of interest expense on these notes, which is reflected in interest
      payable.





NOTEH
      -
      CONVERTIBLE DEBENTURE





In
      August
      2005, the Company completed a private placement of convertible debentures
      generating gross proceeds of $2.25 million and the issuance of warrants to
      purchase 965,997 shares of the Company’s common stock. The convertible debenture
      matured in August 2006 and now bears interest of 12% payable quarterly at the
      option of the Company in cash or stock. 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.





The
      issuance costs related to the convertible debentures of approximately $215,000
      in cash were capitalized and amortized as other expense over the life of the
      debt. For the three months ended April 30, 2007 and 2006, the Company recognized
      expense of $0 and $53,750, respectively. For the six months ended April 30,
      2007
      and 2006, the Company recognized expense of $0 and $107,500, respectively.





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. 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 at October 31, 2006. On April 30, 2007, the value of the warrants was
      reassessed using the Black-Scholes option-pricing model using the following
      assumptions: expected term 3.26 years, exercise price $0.30, spot price $0.10,
      volatility 33.25%, risk free rate 4.63%, and zero dividend yield. The warrants
      have a value of $2,221 at April 30, 2007. For the three months ended April
      30,
      2007 and 2006, the Company recognized a derivative loss of $1,931 and gain
      of
      $30,945, respectively. For the six months ended April 30, 2007 and 2006, the
      Company recognized a derivative loss of $2,029 and gain of $121,210,
      respectively.





The
      initial warrant discount of $658,973 to the debenture was amortized over the
      term of the debenture. During the three months ended April 30, 2007, and 2006,
      the Company recognized $0 and $171,232, respectively, in non-cash interest
      expense related to the warrant discount. During the six months ended April
      30,
      2007, and 2006, the Company recognized $0 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 $390,529
      beneficial conversion feature (“BCF”) on the date of issuance. The BCF was be
      amortized to interest expense over the life of the debenture during fiscal
      year
      2006. For the three months ended April 30, 2007 and 2006 the Company recognized
      $0 and $97,632 in non-cash interest expense attributable to the amortization
      of
      the BCF. For the six months ended April 30, 2007 and 2006 the Company recognized
      $0 and $195,264 in non-cash interest expense attributable to the amortization
      of
      the BCF.




15




During
      the three and six months ended April 30, 2007, the Company retired $100,000
      and
      $215,000, respectively of debenture principle. Of the $215,000, $115,000 was
      exchanged for the issuance of 2,751,856 shares of common stock (See Note J),
      and
      $100,000 was paid in cash.




During
      the three months ended April 30, 2007 and 2006, the Company incurred $66,275
      and
      $51,396 in interest expense. During the six months ended April 30, 2007 and
      2006, the Company incurred $138,622 and $101,755 in interest expense related
      to
      the convertible debentures.





During
      the six months ended April 30, 2007, the Company issued 2,094,503 in exchange
      for $87,512 of accrued interest. As of April 30, 2007, there is $66,275 of
      interest due on the convertible debentures.





NOTE
      I
      - 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 31,2007
            
            
            28,2962008
            
            
            56,5922009
            
            
            56,5922010
            
            
            -$
            141,480




During
      the three months ended April 30, 2007 and 2006, the Company incurred $15,340
      and
      $16,093, respectively in rent expense. During the six months ended April 30,
      2007 and 2006, the Company incurred $30,714 and $39,383, respectively in rent
      expense.





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





NOTE
      J
      - PREFERRED AND COMMON STOCK





Preferred
      Stock





The
      Company has authorized 20,000,000 shares of $.0001 par value preferred stock
      available for issuance. No shares have been issued as of April 30,
      2007.





16




Private
      Placement and Warrant Activity





During
      the year ended October 31, 2006, the Company issued 4,618,993 shares of common
      stock in exchange for $176,420 of interest payable and 1,158,838 shares of
      common stock in exchange for $50,000 of principle related to the convertible
      debentures.





During
      the six months ended April 30, 2007, the Company issued 2,094,503 shares of
      common stock in exchange for $87,512 of interest payable and 2,751,856 shares
      of
      common stock in exchange for $115,000 of principle related to the convertible
      debentures.





Stock
      issued for Services





During
      the year ended October 31, 2006, the Company issued 1,355,355 shares to the
      members of the Board of Directors for services rendered. Total value of the
      issuances was $77,500. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.





During
      the six months ended April 30, 2007, the Company issued 623,682 shares to the
      members of the Board of Directors for services rendered. Total value of the
      issuances was $49,894. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.





Stock
      Options





On
      October 30, 2006 the Board of Directors increased the employee stock option
      pool
      established by the employee stock option plan to 30,000,000 from 3,500,000
      (See
      Note N).





During
      the year ended October 31, 2006, 111,667 options were canceled due to employee
      terminations, 376,250 options were exchanged for new options, and 15,523,750
      shares were granted and no options were exercised. The Company granted
      15,900,000 fully vested options to employees on October 30, 2006. Each option’s
      strike price is equal to the closing price of the stock on the date of grant,
      or
      $.05. Pursuant to SFAS 123r, Share-Based Payment, the company recognized expense
      of $277,875 related to this grant as calculated using the Black Scholes Option
      Pricing Model. Of the 15,900,000 grants, 376,250 represent new shares issued
      in
      place of previously granted shares which were deeply out-of-the-money and
      cancelled in conjunction with the issuance of the new grants. The 376,250
      options exchanged for new, lower priced options was treated as a repricing
      pursuant to SFAS 123r, Share-Based Payment, and resulted in the Company
      recognizing expense of $6,735, which represented the difference in fair value
      of
      the new options over the repriced options as calculated using the Black Scholes
      Option Pricing Model.





During
      the six months ended April 30, 2007, 200,000 options were exercised resulting
      in
      $10,000 to the company and the issuance of 200,000 shares of common stock.
      Also,
      during the six months ended April 30, 2007, the Company canceled 39,167 options
      due to previous employee terminations. No other option activity
      occurred.





17




NOTE
      K
      - WARRANTS





At
      April
      30, 2007 the Company had 1,100,000 "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
            
            DateA
            
            
            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
            
            
            1,100,000Debenture
            
            
            735,370
            
            
            >or=to
                $0.30
            
            
            7/31/2010Debenture
            
            
            230,627
            
            
            >or=to
                $0.30
            
            
            8/17/2010Subtotal
            
            
            965,997Total
            
            
            2,065,997





During
      the year ended October 31, 2006, no warrants were issued or exercised and
      966,665 “B” Warrants expired.





During
      the six months ended April 30, 2007, 999,999 “A” Warrants expired.





NOTE
      L
      - 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.




18




The
      total
      number of shares of Stock set aside for Awards may be granted under the Plan
      is
      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. 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.





During
      the year ended October 31, 2006, the Board of Directors authorized an increase
      in the shares allotted under the Plan to 30,000,000 shares. Also, during fiscal
      year 2006, 111,667 options were canceled due to employee terminations, 376,250
      options were exchanged for new options, 15,523,750 shares were granted and
      no
      options were exercised. The balance of options outstanding at the end of the
      year was 16,732,148. The Company granted 15,900,000 fully vested options to
      employees on October 30, 2006. Of these grants, 376,250 represent new shares
      issued in place of previously granted shares which were deeply out-of-the-money
      and cancelled in conjunction with the new grants. Each option’s strike price is
      equal to the closing price of the stock on the date of grant, or $.05. The
      Company has recorded compensation expense of $767,017 through October 31,
      2006.





During
      the six months ended April 30, 2007, 39,167 options were canceled due to
      previous employee terminations and 200,000 options were exercised bringing
      the
      total stock options outstanding to 16,492,981. No other option activity
      occurred.





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 has 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.





19




The
      following table summarizes the Company's stock option activity for the six
      months ended April 30, 2007:




2007Weighted
                AverageShares
            
            Exercise
                PriceOutstanding
                at beginning of year
            
            
            16,732,148
            
            $
            0.05Granted
            
            
            -
            
            
            -Forfeited
            
            
            (39,167
            )
            
            0.54Exercised
            
            
            (200,000
            )
            
            0.05Outstanding
                at end of quarter
            
            
            16,492,981
            
            $
            0.07Options
                exerciseable at quarter end
            
            
            16,492,981




The
      following table summarizes information about the Company's stock options
      outstanding at April 30, 2007:




Options
                Outstanding
            
            Options
                ExercisableNumber
            
            Weighted
            
            Weighted
            
            
            
            WeightedRange
                of
            
            Outstanding
            
            Average
            
            Average
            
            
            
            AverageExercise
            
            At
                April 30,
            
            Contractural
            
            Exercise
            
            Number
            
            ExercisePrices
            
            2007
            
            Life
                (years)
            
            Price
            
            Outstanding
            
            Price$
                0.50
            
            
            642,356
            
            
            -
            
            $
            0.50
            
            
            642,356
            
            $
            0.500.65
            
            
            137,500
            
            
            -
            
            
            0.65
            
            
            137,500
            
            
            0.650.60
            
            
            13,125
            
            
            -
            
            
            0.60
            
            
            13,125
            
            
            0.600.05
            
            
            15,700,000
            
            
            -
            
            
            0.05
            
            
            15,700,000
            
            
            0.05Total
            
            
            16,492,981
            
            
            -
            
            $
            0.07
            
            
            16,492,981
            
            $
            0.07




During
      2006, the Company adopted Statement of Financial Accounting Standards No. 123
      (revised 2004), Share-Based Payment (“SFAS 123r”) using the Modified Prospective
      Method. During the three and six months ended April 30, 2007, the Company did
      not recognize any compensation expense





NOTE M
      - 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, 2006
      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
      $312,500 and $1,587,700 for the year ended October 31, 2006 and 2005,
      respectively, assuming a tax rate of 40%.





20





United
                States Corporation Income TaxesYear
                of Loss
            
            Amount
            
            Expiration
                DateOctober
                31, 2006
            
            $
            781,183
            
            
            October
                31, 2026October
                31, 2005
            
            
            3,969,331
            
            
            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$
            5,981,771





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




Canadian
                Income Taxes (Stated in CAD)Year
                of Loss
            
            Amount
            
            Expiration
                DateOctober
                31, 2006
            
            $
            280,849
            
            
            October
                31, 2013October
                31, 2005
            
            
            481,617
            
            
            October
                31, 2012October
                31, 2004
            
            
            45,462
            
            
            October
                31, 2011October
                31, 2003
            
            
            5,322
            
            
            October
                31, 2010October
                31, 2002
            
            
            350,910
            
            
            October
                31, 2009October
                31, 2001
            
            
            24,879
            
            
            October
                31, 2008$
            1,189,039




At
      October 31, 2006 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.




Although
      the Company continues to receive deferred tax credits from Revenue Canada
      associated with its research and development activities, the Company fully
      allowed for the credits resulting from these activities in fiscal years October
      31, 2005 and 2006.





NOTE
      N
      - RELATED PARTY TRANSACTION





Mr.
      Pitcher, Chairman of the Company, provides consulting services to the Company
      in
      exchange for monthly compensation of $5,000 and related expenses. During the
      three and six months ended April 30, 2007, Mr. Pitcher received $27,882 and
      $36,032.




21




NOTE
      O
      - CUMMULATIVE EFFECT ADJUSTMENT





During
      the quarter ended April 30, 2007, we detected an error in the credit rate used
      to determine the 2004 and 2005 Provincial Research and Development Tax Credit
      refund.  The error was a result of the use of the 100% Canadian owned rate
      versus that of a foreign owned rate, which are higher and thus the amount of
      the
      eligible refund was overstated.  We have received assessments from Revenue
      Quebec for the errors and have accrued and reflected them in
      these financial statements.  The effect of these assessments of
      $32,632 USD for 2004 and $41,068 USD for 2005 were not
      material individually or in aggregate for those periods.  The effect
      of this adjustment results in the reduction of beginning net assets
      at November 1, 2004 by $32,632 and by $41,068 at November 1,
      2005.




NOTE
      P
      - 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.





22




**ITEM
      2 - MANAGEMENT’S DISCUSSION AND ANALYSIS 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. We base our estimates and assumptions on historical experience,
      observance of industry trends and various other sources of information and
      factors. Actual results may differ from these estimates. Critical accounting
      policies are defined as those that are reflective of significant judgments
      and
      uncertainties, and potentially could result in materially different results
      under different assumptions and conditions. In consultation with our Board
      of
      Directors, we have identified six  accounting
      principles that we believe are key to an understanding of our financial
      statements. These important accounting policies require management's most
      difficult, subjective judgments.




23




***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, we allocate 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. At times, we may enter into multiple-customer contracts in which
      we
      allocate 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. We evaluate 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.





24




***Foreign
      Currency Translation***





The
      financial statements of our 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, 2006
      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
      $312,500 for the year ended October 31, 2006 assuming a tax rate of
      40%.





**Overview**





**Results
      of Operations**





THREE
      AND
      SIX MONTHS ENDED APRIL 30, 2007 AND 2006





***Revenue***





Net
      Revenue for the three months ended April 30, 2007 and 2006 was $1,237,649 and
      $907,809, respectively. Along with improving installation revenue by 18.8%,
      the
      Company was able to firm up more support contracts and improve sales of other
      services by 64.7% producing a favorable net revenue variance of $329,840K or
      36.3%.





Net
      Revenue for the six months ended April 30, 2007 and 2006 was $1,999,284 and
      $1,569,950, respectively. Compared to the same period last year, the six month
      favorable variance of $429,334 or 27.3% was primarily due to increases realized
      in services revenue where the year over year favorable variance was
      56.0%.





***Gross
      Profit***





Gross
      profit for the three months ended April 30, 2007 and 2006 was $688,554, or
      55.6%
      and $431,322, or 47.5%, respectively. Gross profit improved by $257,232 or
      59.6%
      and the margin increased 8.1% compared to the same period last year.




25




Gross
      profit for the six months ended April 30, 2007 and 2006 was $1,059,546, or
      53.0%
      and $638,638, or 40.7%, respectively. Gross profit improved by $420,908 or
      65.9%
      and the margin increased by 12.3% compared to the same period last year. The
      improvement in gross profit for both the quarter and year-to-date was mainly
      due
      to the efficient and streamlined running of the services department. Along
      with
      firming up support contracts, the Services department continues to manage its
      resources effectively, thus producing favorable gross profit and margin
      variances.




***Selling,
      General and Administrative***





Selling,
      General and Administrative (SG&A) expenses for the three months ended April
      30, 2007 and 2006 were $435,703 or 35.2% and $492,846 or 54.3%, respectively.
      The $57,143 or 11.6% favorable variance was due to the completion of the
      restructuring plan initiated in 2006. The business is therefore being operated
      more efficiently which has translated to savings in SG&A expenses. For the
      quarter ended April 30, 2007, favorable variances of $34K were realized in
      communications and travel expenses and $20.6K was recovered from bad
      debts.





For
      the
      six months ended April 30, 2007 and 2006 SG&A was $740,281 or 37.0% and
      $1,111,490 or 70.8%, respectively. The $371,209 or 33.4% favorable variance
      was
      due to the implementation of a restructuring plan that addressed overall
      SG&A costs primarily resulting in lower professional fees, travel and salary
      expenses.





***Research
      and Development***





Research
      and development expenses for the three months ended April 30, 2007 and 2006
      were
      $35,515 or 2.9% and $47,554 or 5.2%, respectively.





Research
      and development expenses for the six months ended April 30, 2007 and 2006 were
      $73,199 or 3.7% and $111,404 or 7.1%, respectively. The favorable variances
      for
      both the quarter and year to date were primarily due to lower equipment
      purchases and salaries incurred.





***Income
      from Operations***





As
      a
      result, Income from Operations for the three months ended April 30, 2007 was
      $202,023 or 16.3% compared to a loss of $127,939 or -14.1% for the three months
      ended April 30, 2006.





Income
      from Operations for the six months ended April 30, 2007 was $214,439 or 10.7%
      compared to a loss of $623,151 or -39.7% for the six months ended April 30,
      2006.





***Other
      Income and Expenses***





Interest
      expense for the three months ended April 30, 2007 and 2006 was $78,642 and
      $61,101, respectively. Interest expense for the six months ended April 30,
      2007
      and 2006 was $161,009 and $117,908, respectively. The three and six month
      year-over-year increase in interest expense reflects the increase in interest
      rate and principal on the convertible debentures in 2007 compared to
      2006.




26




During
      the three month period ended April 30, 2007 and 2006, other expenses related
      to
      the convertible debenture, including the beneficial conversion feature, deferred
      financing costs, warrant discount and derivative gain or loss amounted to
      ($1,931) and ($291,669), respectively.





During
      the six month period ended April 30, 2007 and 2006, other expense related to
      the
      convertible debenture, including the beneficial conversion feature, deferred
      financing costs, warrant discount and derivative gain or loss amounted to
      ($2,029) and ($509,808), respectively. The beneficial conversion feature,
      deferred financing costs and warrant discount has been fully amortized as at
      October 31, 2006.





Total
      other income and expenses for the three months ended April 30, 2007 and 2006
      was
      ($74,322) and ($352,770), respectively. Compared to the same period last year,
      the three month favorable variance of $278,448, or 78.9% was primarily due
      to
      the completion of amortization related to the convertible debenture in fiscal
      year 2006.





Total
      other income and expenses for the six months ended April 30, 2007 and 2006
      was
      ($148,209) and ($648,053), respectively. Compared to the same period last year,
      the six month favorable variance of $499,844, or 77.1% was primarily due to
      the
      completion of amortization related to the convertible debenture in fiscal year
      2006.





***Net*** ***Income
      (Loss) Before Cumulative Effect Adjustment***




Net
        income before cumulative effect adjustment for the three months ended April
        30,
        2007 was $127,701 compared to a loss of $480,709 last year for the same period.
 
 For
        the
        six months ended April 30, 2007 the net loss was $7,470 and compared to a
        loss
        of $1,271,204 or for the same period last year.


***Cumulative
      Effect Adjustment***





The
      cumulative effect adjustment for the three months and six months ended April
      30,
      2007 and April 30, 2006 was $73,700 and $0, respectively. During the quarter
      ended April 30, 2007, we detected an error in the credit rate used to determine
      the 2004 and 2005 Provincial Research and Development (R&D) Tax Credit
      refund.  The error was a result of the use of the 100% Canadian owned rate
      versus that of a foreign owned rate, which are higher and thus the amount of
      the
      eligible refund was overstated.  The correct rate for the 2006 R&D
      claim was used and we therefore do not expect any further adjustments.





***Net
      Income (Loss)***





Net
        income after cumulative effect adjustment for the three months ended April
        30,
        2007 was $54,001 compared to a net loss of $534,710 for the three months
        ended
        April 20, 2006.
 
 For
        the
        six months ended April 30, 2007 after cumulative effect adjustment, net loss
        was
        $7,470 compared to a net loss of $1,263,734 for the six months ended April
        30,
        2006.


27





**Financial
      Condition**





From
      inception to April 30, 2007, we incurred an accumulated deficit of $8,047,574.
      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, 2007, we had a net
      decrease in cash of $153,131 and $269,367, respectively. Total cash resources
      as
      of April 30, 2007 was $650,553 compared with $919,920 at October 31,
      2006.





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.





***The
      Company's Liquidity Plan***





Recent
      operating results give rise to concerns about our ability to generate cash
      flow
      from operations sufficient to sustain ongoing viability. Net income (loss)
      for
      the three and six months ended April 30, 2007 was $54,001 and ($7,470),
      respectively, while cash used for operations was $93,612 and $165,307,
      respectively.





During
      the three and six months ended April 30, 2007, the Company financed operations
      solely with cash generated through sales and the collection of its accounts
      receivable.





During
      the six months ended April 30, 2007, of our convertible debentures, the Company
      repaid $302,512 of principle and interest in exchange for $100,000 of cash
      and
      4,846,359 shares of common stock.





Our
      independent registered public accountants, Bedinger and Company, have indicated
      that our financial statements have been prepared assuming our company will
      continue as a going concern. However, Bedinger and Company has noted that our
      company has suffered recurring losses from operations that raises substantial
      doubt about its ability to continue as a going concern.





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





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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 no weakness.





(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.








**PART
      II**




**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





On
      April
      6, 2007 the following actions were voted on and approved by the majority of
      the
      shareholders of record of Superclick at the close of business on February 21,
      2007: (a) Sandro Natale was re-elected to the Company’s Board of Directors by
      12,538,363 votes in favor, or 38.55% of the total outstanding shares, and 98.48%
      of the total shares voted, and (b) Bedinger & Company was ratified as the
      Company’s independent certified public accountant for the fiscal year ending
      October 31, 2007 by 12,692,978 votes in favor, or 38.86% of the total
      outstanding shares and 99.25% of the total shares voted.





Also
      at
      the Annual General Meeting, Jean Perrotti, Chief Financial Officer and Sandro
      Natale, President and Chief Executive Officer gave a presentation (Filed as
      Exhibit 99.1 and 99.2 to the Company’s current report on Form 8-K filed on April
      13, 2007, and incorporated herein by reference).





29




**ITEM
      6 - EXHIBITS**





The
      following documents are filed as Exhibits to this report:





**Exhibit
                Number**
            **Description**
            **By
                Reference from Document**10.1
            Swisscom
                License Agreement (filed as Exhibit 10.1 to the Company’s current Form 8-K
                filed on February 16, 2007 and incorporated herein by
                reference.20.1
            Superclick
                quarterly update via conference call on March 12, 2007 (Filed as
                Exhibit
                99.1 to the Company’s current report on Form 8-K filed on March 16, 2007
                and incorporated herein by referernce)20.2
            The
                Company released its annual shareholder letter from the CEO on March
                30,
                2007 (Filed as Exhibit 99.1 to the Company’s current report on Form 8-K
                filed on April 3, 2007, and incorporated herein by
                reference).31.1
            Certification
                of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
                of
                the Exchange Act
            *31.2
            Certification
                of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
                of
                the Exchange Act
            *32.1
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002
            *32.2
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002
            *





*  Filed
      herewith








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:
                June 7, 2007
            Superclick,
                Inc./s/
                Sandro NataleName:
                Sandro NataleTitle:
                President & CEO




30