Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

     For The Quarterly Period Ended January 31, 2004.

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

     For The Transition Period From               To
                                    --------------  -----------------

                        Commission File Number 333-31238


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


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

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

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

                                 Yes (x) No ( )

The number of outstanding shares of the issuer's common stock, $0.0006 par
value, as of January 31, 2004 was 21,475,897.

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


                                     Part I


Item 1.   Financial Statements

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

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

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

Consolidated Statements of Comprehensive Income (Loss)
  For the Three Months Ended January 31, 2004 and 2003, and
  The Period June 3, 1999 (Date of Inception)
  to January 31, 2004 (unaudited)..................................          6

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

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

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

Item 2.   Management's Discussion and Analysis ....................         23

Item 3.   Controls and Procedures..................................         25

                           Part II - Other Information


Item 4.   Exhibits and Reports on Form 8-K ........................         26

Item 5.   Signatures ................................................       26


                                        i

<PAGE>


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



                                                                     January 31,
                                                                    -----------
ASSETS                                                                  2004
------                                                              -----------
CURRENT ASSETS                                                      (Unaudited)
--------------                                                      -----------

        Cash                                                        $    49,808
        Accounts receivable                                             286,383
        R&D Tax credits receivable                                       80,047
        Prepaid expenses                                                  1,208
        Inventory, net of reserve of $18,824                             20,654
                                                                    -----------
               TOTAL CURRENT ASSETS                                     438,100


Fixed assets (Note C)
        Cost                                                             80,721
        Accumulated Depreciation                                        (42,083)
                                                                    -----------
        Net                                                              38,638

Goodwill (Note J)                                                     1,354,606

               TOTAL ASSETS                                         $ 1,831,344
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
-------------------
        Accounts payable and accrued expenses :
               Accounts payable                                         227,845
               Accrued payroll                                           24,960
               Accrued other                                             32,213
                                                                    -----------
               TOTAL CURRENT LIABILITIES                                285,018

COMMITMENT (Note I)

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

               Common stock, par value $.0006, 121,000,000 shares
                authorized; issued and outstanding 21,475,897 at
                January 31,2004                                          12,885

              Additional paid-in capital                              2,052,535
              Deficit accumulated during the development stage         (501,024)
               Accumulated other comprehensive (loss)
                    (Cumulative translation adjustment)                 (18,070)
                                                                    -----------

               TOTAL STOCKHOLDERS' EQUITY                             1,546,327
                                                                    -----------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 1,831,344
                                                                    ===========

                                        3

<PAGE>
<TABLE>
<CAPTION>


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



                                                  Three Months    Three Months    June 3, 1999
                                                     Ended          Ended        (Inception)to
                                                   January 31,    January 31,      January 31,
                                                      2004            2003           2004
                                                  ------------    ------------    ------------
Revenue
-------
     <S>                                          <C>             <C>             <C>
     Net Sales                                    $    291,422    $       --      $    294,114

     Cost of goods sold                                168,574            --           171,597
                                                  ------------    ------------    ------------
     Gross Profit                                      122,848            --           122,517

Cost and Expenses
-----------------
     Loss on equity method investment                     --              --            90,000
     Bank charges                                        3,614              30           4,587
     Communication                                      10,337            --            22,573
     Consulting fees                                     5,866            --            24,567
     Meals and entertainment                             3,882            --            39,581
     Depreciation and amortization                       5,249              40          13,206
     Marketing and promotion                             5,201            --            36,230
     Office                                             18,137             840          25,259
     Professional fees                                  64,045          11,790         278,354
     Investor relations                                  1,753             444          30,482
     Loss due to license revisions                        --              --             4,639
     Write down of furniture and
       equipment                                          --              --             1,315
     Salary and wages                                   94,450            --           126,670
     Travel                                             22,598            --            53,858
     Taxes                                                --              --               800
     Research and development                             --              --           (14,315)
     Interest expense (related party)                      365             875           4,598
                                                  ------------    ------------    ------------

     Total Expenses                                    235,498          14,018         742,405
                                                  ------------    ------------    ------------

Loss from Operations                                  (112,650)        (14,018)       (619,888)

Gain on sale of investment                                --              --            80,000
Gain on forgiveness of debt                               --            38,864          38,864
                                                  ------------    ------------    ------------
     Total Other Income                                   --            38,864         118,864

      Net Earnings (Loss)                         $   (112,650)   $     24,846    $   (501,024)
                                                  ============    ============    ============

     Net (Loss) per common share
     Basic and diluted                            $     (0.005)   $      0.008
                                                  ============    ============

     Weighted average common shares outstanding
     Basic and diluted                              20,747,646       3,055,556

                                               4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



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

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

   Net loss for the period from June 3, 1999
   (inception) through December 31, 1999             --             --             --         (18,936)          --          (18,936)
                                              -----------    -----------    -----------   -----------    -----------    -----------
BALANCES December 31, 1999                     10,250,000          6,150        107,350       (18,936)          --           94,564

   Net loss for 2000                                 --             --             --         (88,027)          --          (88,027)
                                              -----------    -----------    -----------   -----------    -----------    -----------
BALANCES December 31, 2000                     10,250,000          6,150        107,350      (106,963)          --            6,537

   Shares issued during the period
     Shares Issued for Nordic acquisition
     (Note K)                                     166,667            100         89,900          --             --           90,000

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

   5:1 forward stock split                            5:1           --             --            --             --             --

   Net Loss through December 31, 2001                --             --             --        (181,335)          --         (181,335)
                                              -----------    -----------    -----------   -----------    -----------    -----------
BALANCES December 31, 2001                      2,500,000          1,500        202,000      (288,298)          --          (84,798)

   Issuance of common stock                       583,333            350         64,635          --             --           64,985
   Net Loss through December 30, 2002                --             --             --         (10,534)          --          (10,534)
                                              -----------    -----------    -----------   -----------    -----------    -----------
BALANCES December 31, 2002                      3,083,334          1,850        266,635      (298,832)          --          (30,347)

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

   6:1 reverse stock split                            1:6           --             --            --             --             --

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

   Net Loss through October 31, 2003                 --             --             --         (89,542)          --          (89,542)
                                              -----------    -----------    -----------   -----------    -----------    -----------
BALANCES October 31, 2003                      19,542,467    $    11,725    $ 1,705,695   $  (388,374)   $    (7,476)   $ 1,321,570

   Shares issued during the period
     Shares issued for cash                     1,933,330          1,160        346,840          --             --          347,999

   Foreign Currency Translation Adjustment           --             --             --            --          (10,594)       (10,594)

   Net Loss through January 31, 2004                 --             --             --        (112,650)          --         (112,650)
                                              -----------    -----------    -----------   -----------    -----------    -----------
BALANCES January 31, 2004                      21,475,797    $    12,885    $ 2,052,535   $  (501,024)   $   (18,070)   $ 1,546,326
                                              ===========    ===========    ===========   ===========    ===========    ===========

                                                                 5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                             Three Months      Three Months       June 3,1999
                                             ------------      ------------       -----------
                                                Ended             Ended         (Inception) to
                                              January 31,       January 31,       January 31,
                                              -----------       -----------       -----------
                                                 2004              2003              2004
                                               ---------         ---------         ---------
<S>                                            <C>               <C>               <C>
Net Gain/(Loss)                                $(112,650)        $  24,846         $(501,024)

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

     Foreign Currency Translation Adjustment     (10,594)             --             (18,070)
                                               ---------         ---------         ---------

Net Comprehensive (Loss)                       $(123,244)        $  24,846         $(519,094)
                                               =========         =========         =========


                                              6

<PAGE>


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



                                                               Three Months     Three Months      June 3,1999
                                                                   Ended           Ended         (Inception) to
                                                                January 31,     January 31,        January 31,
                                                                 ---------       ---------          ---------
                                                                   2004            2003                2004


CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                  $(112,650)      $  24,846         $(501,024)
       Adjustments to reconcile net loss
          to net cash used by operating activities:
           Depreciation                                              5,250            --               7,846
           Amortization                                               --                40             5,361
           License impairment agreement                               --              --               4,639
           Abondonment of furniture and equipment                     --              --               1,315
           Loss on investment                                         --              --              90,000

CHANGES IN CURRENT ASSETS AND CURRENT
       LIABILITIES: (Net of effect of acquisition)
       (Increase) decrease in current assets:
           Accounts receivable                                    (213,773)           --             (84,618)
           Other receivables                                         3,309            --              (8,588)
           Prepaid expenses                                          7,747            --               6,943
           Inventory                                                 2,010            --                 981
       Increase (decrease) in current current liabilities:
           Accounts payable and accrued expenses                    30,761           1,256           (28,839)
           Accrued Payroll                                         (30,848)           --             (41,115)
           Accrued other                                            24,585            --              40,938
                                                                 ---------       ---------         ---------
           NET CASH USED FOR OPERATING ACTIVITIES                 (283,611)         26,142          (506,163)

CASH FLOWS FROM INVESTING ACTIVITIES:
           Cash to acquire Superclick Networks, Inc.                  --              --            (145,000)
           Acquisition of furniture and equipment                   (2,887)           --              (7,227)
                                                                 ---------       ---------         ---------
           NET CASH USED FOR INVESTING ACTIVITIES                   (2,887)           --            (152,227)

CASH FLOWS FROM FINANCING ACTIVITIES:
           Sale of common stock                                    348,000           5,000           720,485
           Repayment of Note payable                               (23,143)           --                --
           Related party loan                                         --           (30,780)           (6,762)
                                                                 ---------       ---------         ---------
           NET CASH PROVIDED  BY FINANCING ACTIVITIES              324,857         (25,780)          713,723

       EFFECT OF EXCHANGE RATE CHANGES ON CASH                      (7,874)           --             (12,098)

NET INCREASE (DECREASE) IN CASH                                     30,485             362            43,235

CASH, beginning of period                                           19,323             765              --

CASH acquired                                                         --              --               6,572
                                                                 ---------       ---------         ---------
CASH, end of period                                              $  49,808       $   1,126         $  49,808
                                                                 =========       =========         =========
Other non-cash investing and financing activities:
       License agreement acquired by issue of common stock       $    --         $    --           $  10,000
       Nordic Racing Limited acquired by issue of common stock   $    --         $    --           $  90,000
       Forgiveness of related party loan                         $    --         $    --           $  38,864
       Interest paid                                             $     365       $    --           $     597
       Taxes paid                                                $    --         $    --           $    --

                                                       7
</TABLE>

<PAGE>


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


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


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

Currency translation adjustment                                          16,452
                                                                    -----------
Acquisition expenses                                                $    15,000
Fair value of common stock issued                                   $ 1,244,935
                                                                    ===========

                                       8

<PAGE>

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

Note A-Organization And Summary Of Significant Accounting Policies

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

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

Organization
------------

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

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

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

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

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

SNI was organized on August 24, 2000, in Montreal, Quebec, Canada. SNI is in the
business of developing, marketing and selling high-speed, low-speed, wired and
wireless Internet access solutions to the hospitality, multiple tenant unit and

                                       9

<PAGE>


education markets on a worldwide basis. SNI has developed a proprietary modem
access solution that is compatible with any Internet ready computer and requires
no special configuration or access numbers, using the existing wiring and
allowing for monitoring for Internet usage.

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

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

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

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

Accounting estimates
--------------------

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

Accounts receivable
-------------------

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

Inventories
-----------

Inventories are valued at the lower of cost or market. Cost is determined on a
first-in, first-out method or market. 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

                                       10

<PAGE>


and related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.

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

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

Long-lived assets
-----------------

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

Revenue recognition policy
--------------------------

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

Shipping and handling costs
---------------------------

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

Advertising
-----------

Superclick, Inc. and its wholly-owned subsidiary expense all advertising as
incurred. The Company has not incurred any advertising expense from the date of
the acquisition through October 31, 2003. During the three months ended January
31, 2004, the Company incurred expenses of $305 for advertising.

Loss per common share
---------------------

The Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic loss per share is calculated using the weighted average number of common
shares outstanding in the period. Diluted loss per share includes potentially

                                       11

<PAGE>


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.

Intangible assets
-----------------

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


                                         January 31, 2004
                                         ----------------

                          Gross                                      Net
                        Intangible           Accumulated          Intangible
                          Assets             Amortization           Assets
                          ------             ------------           ------

Goodwill                $1,354,606              $  0              $1,354,606
Other intangibles              500               500                       0
Total                   $1,355,106              $500              $1,354,606


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

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

                                       12

<PAGE>


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

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS 143 establishes accounting standards for recognition and
measurement of a liability for the costs of asset retirement obligations. Under
SFAS 143, the costs of retiring an asset will be recorded as a liability when
the retirement obligation arises, and will be amortized to expense over the life
of the asset. The Company does not expect any effect on its financial position
or results of operations from the adoption of this statement. In October 2001,
the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS 144 addresses financial accounting and reporting for
the impairment or disposal of long-lived assets and discontinued operations. The
Company does not expect any effect on its financial position or results of
operations from the adoption of this statement.

On April 30, 2002 the FASB issued Statement No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. The Statement updates, clarifies and simplifies existing accounting
pronouncements. Statement 145 rescinds Statement 4, which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in Opinion 30 will now be used to classify those gains and losses.
Statement 64 amended Statement 4, and is no longer necessary because Statement 4
has been rescinded. The Company does not expect any effect on its financial
position or results of operations from the adoption of this statement.

In June of 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities," which nullifies EITF Issue 94-3. SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002 and requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred, in contrast to
the date of an entity's commitment to an exit plan, as required by EITF Issue
94-3. The Company adopted the provisions of SFAS 146 on January 1, 2003. The
Company does not expect any effect on its financial position or results of
operations from the adoption of this statement.

In December 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 148, "Accounting for Stock-Based Compensation, Transition and
Disclosure." SFAS No. 148 provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. SFAS No. 148 also requires that disclosures of the pro
forma effect of using the fair value method of accounting for stock-based
employee compensation be displayed more prominently and in a tabular format.
Additionally, SFAS No. 148 requires disclosure of the pro forma effect in
interim financial statements. The transition and annual disclosure requirements
of SFAS No. 148 were effective for fiscal years ending after December 15, 2002.
The interim disclosure requirements were effective for interim periods beginning
after December 15, 2002. The Company does not expect that the adoption of SFAS
148 will have a material effect on its financial position or results of
operations.

                                       13

<PAGE>


In January 2003 the FASB issued Interpretation 46 "Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51". This Interpretation
requires a Company to consolidate the financial statements of a "Variable
Interest Entity" "VIE", sometimes also known as a "special purpose entity", even
if the entity does not hold a majority equity interest in the VIE. The
Interpretation requires that if a business enterprise has a "controlling
financial interest" in a VIE, the assets, liabilities, and results of the
activities of the VIE should be included in consolidated financial statements
with those of the business enterprise, even if it holds a minority equity
position. This Interpretation was effective immediately for all VIE's created
after January 31, 2003; for the first fiscal year or interim period beginning
after June 15, 2003 for VIE's in which a Company holds a variable interest that
it acquired before February 1, 2003.

In April 2003, the FASB issued SFAS 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This statement amends SFAS 133 to
provide clarification on the financial accounting and reporting of derivative
instruments and hedging activities and requires contracts with similar
characteristics to be accounted for on a comparable basis. The Company is in the
process of assessing the effect of SFAS 149 and does not expect the adoption of
it, which was effective for contracts entered into or modified after June 30,
2003, to have a material effect on its financial condition or results of
operations.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS 150
establishes standards on the classification and measurement of financial
instruments with characteristics of both liabilities and equity. SFAS 150 was
effective for financial instruments entered into or modified after May 31, 2003.
The Company is in the process of assessing the effect of SFAS 150 and does not
expect the implementation of the pronouncement to have a material effect on its
financial condition or results of operations.

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

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

The Company performs ongoing credit evaluations of its customers. For the three
months ended January 31, 2004, two customers individually accounted for 29%, and
20%, respectively, of accounts receivable.

For the three months ended January 31, 2004, approximately 98% of SNI's net
sales were made to customers outside the United States.

                                      14

<PAGE>


SNI has been dependent of third-party equipment manufacturers, distributors,
dealers, and contractors for all of its supply of communications equipment. For
the three months ended January 31, 2004, SNI's five largest suppliers accounted
for 71% of product and service purchases, respectively. SNI is dependent on the
ability of its suppliers to provide products and services on a timely basis and
on favorable pricing terms. The loss of certain principal suppliers or a
significant reduction in product availability from principal suppliers could
have a material adverse effect on the Company.

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

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

Foreign Currency Translation
----------------------------

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

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

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


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

Inventories consisted of the following:

     Work in process   $20,654

NOTE C - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consisted of the following:

                                       15

<PAGE>


          Furniture and Fixtures
                                                         $36,257
          Computer hardware                               43,669
          Computer software                                  794
                                                         -------
                                                         $80,721

          Accumulated Depreciation                        42,083
                                                         -------
                                                         $38,638
                                                         =======

NOTE D - NET OPERATING LOSS CARRY FORWARD
-----------------------------------------

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2003 a
valuation allowance for the full amount of the net deferred tax asset was
recorded because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by $30,000 for
the three months ended January 31, 2004.

                     United States Corporation Income Taxes
                     --------------------------------------

      Year of Loss                     Amount            Expiration Date
      ------------                     ------            ---------------
     Quarter ending                  $ 74,464            January 31, 2024
    January 31, 2004

    October 31, 2003                 $ 68,638            October 31, 2023

   December 31, 2002                   10,534           December 31, 2022

   December 31, 2001                  181,335           December 31, 2021

   December 31, 2000                   88,027           December 31, 2020

   December 31, 1999                   18,936           December 31, 2019
                                     $441,934
                                     ========

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

                              Canadian Income Taxes
                              ---------------------

      Year of Loss                    Amount             Expiration Date
      ------------                    ------             ---------------
   Quarter ending
  January 31, 2004                   $ 38,186            October 31, 2010

  October 31, 2002                   $201,968            October 31, 2009

  October 31, 2001                     12,498            October 31, 2008
                                     $252,632
                                     ========

                                       16

<PAGE>


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

NOTE E - GOING CONCERN AND MANAGEMENT'S PLANS
---------------------------------------------

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

NOTE F - COMMON STOCK
---------------------

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

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

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

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

NOTE G - WARRANTS
-----------------

At January 31, 2004 the Company has 1,933,335 share purchase warrants
outstanding entitling the holder thereof the right to purchase one common share
for each warrant held as follows:

                                       17

<PAGE>


                   Exercise
 Number of         Price per            Expiration
 Warrants           Warrant                Date
 --------          --------                ----
 1,353,333        $     0.24            09/09/2006
   193,334        $     0.24            09/29/2006
   193,334        $     0.24            10/15/2006
   193,334        $     0.24            10/22/2006
 ---------
 1,933,335

NOTE H - RELATED PARTY TRANSACTION
----------------------------------

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

NOTE I - COMMITMENTS AND CONTINGENCIES
--------------------------------------

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

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

The Company did not incur rent expense for the three months ended January 31,
2004 and 2003. SNI incurred $4,350 in rent expense during the quarter ended
January 31, 2004.

NOTE J - ACQUISITION OF SUPERCLICK NETWORKS, INC.
-------------------------------------------------

In October 2003, the Company exchanged 14,025,800 shares its common stock for
all of the issued and outstanding shares of Superclick Networks, Inc. (SNI). The
results of Operations of SNI have been included in the accompanying consolidated
financial statements since the date of acquisition, which was October 8, 2003.
The total cost of the acquisition was approximately $1,244,935 which was based
on the price range of shares issued by the Company for cash during the preceding
two months before the acquisition.

                                       18

<PAGE>


The summarized assets and liabilities of the purchased company on October 8,
2003 were as follows:


          Cash                                                         $  6,572
          Other current assets                                          306,942
          Property and equipment (net)                                   40,746
          Other noncurrent assets                                           106
                                                                       $354,366
                                                                       ========

          Current liabilities                                          (315,645)
          Longterm debt to shareholder                                  (19,844)
          Note payable to parent (eliminated in
          consolidation at October 31, 2003)                           (130,000)
          Currency translation adjustment                                16,452
                                                                       $(94,671)
                                                                       ========

The following summarized consolidated pro forma (unaudited) information assumes
the acquisition occurred on November 1, 2002 and November 1, 2001:
                                                     2003                  2002
                                                  --------             --------
          Net Sales                               $652,336             $151,744
                                                  ========             ========
          Net Income (loss) from
          operations                             ($311,666)           ($163,773)
                                                  ========             ========

Other income (expense)                            $208,305                 --
                                                  ========             ========

Net Income (loss)                                ($103,361)           ($163,773)
                                                  ========             ========

Earnings (loss) per share:
Basic and diluted                                ($  0.005)           ($  0.010)
                                                  ========             ========

Other income of $208,305 represents the forgiveness of loans by certain related
parties.

                                       19

<PAGE>


The separate financial statements of SNI, in U.S. dollars, are as follows:

                                                             October 31,
                                                             -----------
                                                        2003             2002
                                                     ---------        ---------
Cash                                                 $  15,656        $  14,843
Accounts receivable                                     76,128           19,460
R&D tax credits receivable                              83,730          113,740
Inventories                                             22,749           25,153
Prepaid expenses                                         6,454            8,793

Total current assets                                 $ 204,717        $ 181,989

Property and equipment (net)                            41,175           42,998
Intangible asset (net)                                       0           13,993

Total assets                                         $ 245,892        $ 238,980
                                                     =========        =========

Accounts payable                                     $ 167,357        $  92,301
Accrued payroll                                         55,637            2,567
Accrued other                                            8,029            3,031

Notes payable                                           22,920           32,039

Total Liabilities                                    $ 253,943        $ 129,938

Common stock                                           213,891          383,332

Currency translation adjustment                         (7,476)          (4,643)

Retained earnings (deficit)                           (214,466)        (269,646)

Total equity                                         $  (8,051)       $ 109,043

Total liabilities and equity                         $ 245,892        $ 238,980
                                                     =========        =========

Statements of Income and retained earnings for the years ended October 31:

                                                         2003           2002
                                                       ---------      ---------
Revenue:
     Sales                                             $ 652,336      $  96,483

Cost and Expenses:
     Cost of sales                                       478,763         72,683
     General and administrative expense                  355,953        165,892
     Research and development                             89,449        136,380
     Depreciation and amortization                        27,414         26,252
     Interest                                             11,462          2,900
                                                       ---------      ---------

     Total costs and expenses                            963,041        404,107

Income (loss) from operations                           (310,706)      (307,624)

Other income(expense)
     Gain (loss) on cancellation of debt                 299,441              0
                                                       ---------      ---------

Earnings (loss) before income taxes                      (11,265)      (307,624)

     Provision (Benefit) for income taxes                (66,445)      (105,656)
                                                       ---------      ---------

          Net earnings (loss)                             55,181       (201,968)

Retained Earnings, beginning of year                    (269,646)       (67,678)

                                                       ---------      ---------
Retained Earnings, end of year                          (214,466)      (269,646)
                                                       =========      =========

                                       20

<PAGE>


Statements of cash flows for the years ended October 31:

                                                            2003         2002
                                                          --------     --------
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net gain (loss)                                        55,181     (201,968)
     Adjustments to reconcile net loss
     to net cash used by operating activities:

     Depreciation and amortization                          27,414       26,252

     Loan forgiveness                                     (299,441)        --
CHANGES IN CURRENT ASSETS AND CURRENT LIABILITIES
(Increase) decrease in current assets:

     Accounts receivable                                   (48,624)      48,684

     R&D tax credits receivable                             46,451     (112,783)

     Prepaid expenses                                        3,608       (8,719)

     Inventory                                               6,399      (14,604)
Increase (decrease) in current liabilities:

 Accounts payable and accrued expenses                     126,499       31,981

NET CASH USED FOR OPERATING ACTIVITIES                     (82,513)    (231,156)
                                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Acquisition of furniture and equipment                 (3,426)     (10,696)
                                                          --------     --------
NET CASH USED FOR INVESTING ACTIVITIES
                                                            (3,426)     (10,696)
                                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Sale of common stock                                        0      383,332

     Related party loan                                     97,273     (168,940)

NET CASH PROVIDED  BY FINANCING ACTIVITIES                  97,273      214,392
                                                          --------     --------
     Effect of exchange rate changes on cash
                                                           (10,521)      32,135

NET INCREASE (DECREASE) IN CASH                                813        4,675

CASH, beginning of period                                   14,843       10,168
                                                          --------     --------
CASH, end of period                                         16,656       14,843
                                                          ========     ========

                                       21

<PAGE>


NOTE K - STOCK INCENTIVE PLAN
-----------------------------

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
shares subject to any award granted hereunder are forfeited or such award
otherwise terminates without the issuance of such shares or of other
consideration in lieu of such shares, the shares subject to such award, to the
extent of such termination or forfeiture, shall again be available for grant
under the Stock Incentive Plan during the term of the Plan. An annual aggregate
limit of 300,000 shares (including Options, Restricted Stock, and Deferred
Stock) is set for any individual Director.

The Stock Incentive Plan shall have a duration of ten years commencing on
January 1, 2004. Awardees are defined as director to whom an award is made. An
eligible director is any person who on the date of grant is a member of the
Board of Directors of the Company and is not an employee of the Company or of
any Subsidiary. Stock Options are non-qualified right-to-buy Options for the
purchase of Common Stock of the Company. The term of each Option shall be ten
years from the Date of Grant. The Option Price shall be the Fair Market Value of
Superclick, Inc. Common Stock on the date the Option is granted. Under no
circumstances shall any Option vest in less than one year from the date of
grant. Shares purchased upon exercise of an Option must be paid for in full at
the time of exercise either in cash or with currently owned shares. Neither the
Committee on Directors and Governance nor the Board of Directors may reprice any
Option that is "underwater." 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.

NOTE L - SUBSEQUENT EVENTS (Unaudited)
--------------------------------------

On March 4, 2004 we announced the appointment of John Glazik as the new Chief
Executive Officer and President.

                                       22

<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

Critical Accounting Policies

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

Revenue recognition policy

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

Accounts receivable

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

Inventories

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

Income taxes

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

                                       23

<PAGE>


Foreign Currency Translation

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

Overview

Results of Operations

THREE MONTHS ENDED JANUARY 31, 2004 AND 2003

During the three months ended January 31, 2004 the Company had net sales of
$291,422 compared with no net sales for the three months ended January 31, 2003.
The increase in net sales was the result of the acquisition of Superclick
Networks, Inc.

For the three months ended January 31, 2004, general and administrative expense
was $235,498 compared with $14,018 for the three months ended January 31, 2003.
The increase was the result of the acquisition of Superclick Networks, Inc.

Net loss for the three months ended January 31, 2004 was $112,650 compared to a
net gain of $24,846 for the three months ended January 31, 2003. This increase
in net losses was the result of the acquisition of Superclick Networks, Inc. The
gain for the three months ended January 31, 2003 was due to the foregivness of
debt. Financial Condition From inception to January 31, 2004, we incurred an
accumulated deficit of $501,024, and we expect to incur additional losses
through the year ending October 31, 2004 and for the foreseeable future. This
loss has been incurred through a combination of professional fees and expenses
supporting our plans to acquire synergistic businesses.

We have financed our operations since inception primarily through equity
financing. During the three months ended January 31, 2004, we had a net increase
in cash of $30,485. Total cash resources as of January 31, 2004 was $49,808
compared with $19,323 at October 31, 2003.

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

                                       24

<PAGE>


Risk Factors

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

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


ITEM 3. CONTROLS AND PROCEDURES

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

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

                                       25

<PAGE>


                                     Part II


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

(A)  Exhibits

     31.1           Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.

     31.2           Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.

     32.1           Certification of Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

     32.2           Certification of Chief Financial Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

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

     None



ITEM 5.   Signatures

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

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

                                       26