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, 2005.

( )  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, 2005 was 25,163,773.

                                EXLPANATORY NOTE

This Amendment No. 2 on Form 10-QSB/A for Superclick, Inc. (the "Company") for
the quarter ended January 31, 2005 is being filed to amend and restate items
described below contained in the Company's Quarterly Report on Form 10-QSB for
such period originally filed with the Securities and Exchange Commission on
January 28, 2005, and subsequently amended by a filing on Form 10-QSB/A with the
Securities and Exchange Commission on April 29, 2005.

This Amendment No. 2 is being filed to amend:

[ x ] Part I, Item 1, Financial Statements
<PAGE>

[ x ] Part I, Item 2. Management's Discussion & Analysis (1) Update results of
Company's operations to reflect restated financial statements; (2) revision of
discussion on financial condition including discussion on the Company's
financing activities, as well as a discussion of the Company's going concern
opinion issued by its independent registered public accounting firm.

[ x ] Part I, Item 3. Controls and Procedures. Conclusion by the Company that
certain of its internal controls were deficient as of the Quarter ended January
31, 2005 and certain material weaknesses existed as well, including a discussion
on steps the Company is taking to address those issues.

[x ] Part II, Item 4. Exhibits.

<PAGE>
                           TABLE OF CONTENTS

                                                                         Page
                                                                         ----
                                     Part I

Item 1.   Financial Statements

Consolidated Balance Sheet as of January 31, 2005 (Unaudited).........      2

Consolidated Statements of Operations and accumulated deficit for the three
   months ended January 31, 2005 and 2004, and for the Period August 24,
   2000(Date of inception) to
   January 31, 2005 (unaudited) .......................................     3

Consolidated Statements of Stockholders Equity for the
   three months ended January 31, 2005 and for the period
   August 24, 2000 (Date of inception) to January 31, 2005 (unaudited)..... 4

Consolidated Statements of Comprehensive Income (Loss) for the three
  months ended January 31, 2005 and 2004, and the Period
  August 24, 2000(Date of Inception) to January 31, 2005 (unaudited).....   5

Consolidated Statements of Cash Flows for the three months
   ended January 31, 2005 and 2004, and for the period August 24, 2000
   (Date of inception) to January 31, 2005 (unaudited)..................    6

Supplemental Schedule of Non-Cash Investing and Financing Activities.       7

Notes To Financial Statements (Unaudited) ...........................       8

Item 2.   Management's Discussion and Analysis ......................       26

Item 3.   Controls and Procedures....................................       32

                           Part II - Other Information

Item 4.   Exhibits and Reports on Form 8-K ..........................      32

Item 5.   Signatures ................................................      33

                                       i
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheet
January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
                                                                                     January 31,
                                                                                         2005
                                                                                   -----------------
<S>                                                                                       <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                                                 $ 360,509
     Accounts receivable                                                                    867,792
     R&D Tax credits receivable (Note E)                                                     81,179
     Sales tax refund receivable                                                             28,976
     Inventory (Note B)                                                                     114,023
     Prepaid expenses                                                                        37,264
                                                                                   -----------------
           TOTAL CURRENT ASSETS                                                           1,489,743
                                                                                   -----------------
     Fixed assets (Note C)
           Cost                                                                             217,637
           Accumulated Depreciation                                                         (68,739)
                                                                                   -----------------
           Net                                                                              148,899
                                                                                   -----------------
     Deferred tax benefit (Note E)                                                           34,936
                                                                                   -----------------
           TOTAL ASSETS                                                                 $ 1,673,578
                                                                                   =================
           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses :
           Accounts payable (Note D)                                                      $ 439,802
           Accured other                                                                     50,226
     Deferred revenue                                                                       330,771
                                                                                   -----------------
           TOTAL CURRENT LIABILITIES                                                        820,799
                                                                                   -----------------
     COMMITMENTS (Note K)                                                                         -

STOCKHOLDERS' EQUITY (Note G)

     Preferred stock, par value $.0001; 20,000,000
     shares authorized; 0 issued and outstanding                                                  -

     Common stock, par value $.0006, 120,000,000 shares authorized;
     issued and outstanding 25,163,773 at January 31, 2005                                   15,098
     Additional paid-in capital                                                           2,269,006
     Stock subscribed                                                                             -
     Deficit accumulated during the development stage                                    (1,494,655)
     Accumulated other comprehensive (loss)
           (Primarily cumulative translation adjustment)                                     63,330
                                                                                   -----------------
           TOTAL STOCKHOLDERS' EQUITY                                                       852,779
                                                                                   -----------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $ 1,673,578
                                                                                   =================
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
For the Three Months Ended January 31, 2005 and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
                                                                                                  August 24, 2000
                                                            Three Months Ended Three Months Ended (Inception) to
ThreeaMonths EndeAugusta24,32000 (Inception) to                 January 31,       January 31,       January 31,
                                                             ----------------  ---------------- ----------------
                                                                  2005              2004             2005
                                                             ----------------  ---------------- ----------------
                                                               (Restated)                          (Restated)
<S>                                                              <C>                 <C>            <C>
Revenue
      Net Sales                                                  $ 1,152,051         $ 252,653      $ 4,224,844
      Services                                                       207,682            38,769          446,238

      Cost of goods sold                                             896,723           168,574        3,298,276
                                                             ----------------  ---------------- ----------------
      Gross profit                                                   463,010           122,848        1,372,806

Costs and Expenses
      Bank charges                                                     5,948             3,614           11,716
      Communication                                                   15,932            10,337           53,222
      Consulting fees                                                      -             5,866           90,302
      Meals and entertainment                                          6,358             3,882           27,410
      Depreciation and amortization                                   11,256             5,249           86,522
      Marketing and promotion                                         17,699             5,201           60,173
      Office                                                          69,254            18,137          308,780
      Professional fees                                               82,802            64,045          381,044
      Investor relations                                              15,014             1,753          131,545
      Write down of furniture and equipment                                -                 -            4,298
      Salaries and wages                                             324,451            94,450        1,267,266
      Employee benefits                                               12,603                 -           44,306
      Travel                                                          36,675            22,598          218,202
      Tax and licenses                                                     -                 -           29,828
      Research and development                                           213                 -          314,056
      Directors compensation                                               -                 -          197,154
      Bad debt expense                                                     -                 -           32,000
      Foreign currency (gain)/loss                                     3,186                 -            3,186
      Interest expense                                                     -               365           18,005
                                                             ----------------  ---------------- ----------------
      Total expenses                                                 601,390           235,498        3,279,015
                                                             ----------------  ---------------- ----------------
Loss from operations                                                (138,380)         (112,650)      (1,906,209)

Gain on forgiveness of debt                                                -                 -          169,441
                                                             ----------------  ---------------- ----------------
      Total other income                                                   -                 -          169,441
Earnings before taxes                                               (138,380)         (112,650)      (1,736,768)
Benefit for income taxes                                                   -                 -         (242,113)
                                                             ----------------  ---------------- ----------------
NET EARNINGS (LOSS)                                               $ (138,380)       $ (112,650)    $ (1,494,655)
                                                             ================  ================ ================
      Net (loss) per common share
      Basic and diluted                                             $ (0.006)         $ (0.005)
                                                             ================  ================
      Weighted average common shares outstanding
      Basic and diluted                                           25,088,588        20,747,646

      The average shares listed below were not included
      in the computation of diluted losses per share
      because to do so would have been antidilutive for
      the periods presented:
      Stock options                                                1,988,117                 -
      Warrants                                                     2,099,999         1,933,333
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to October 31, 2004
(Restatment)
--------------------------------------------------------------------------------


                                                 Preferred Stock               Common Stock
                                              ---------------------- ----------------------------------- Additional
                                               Number of               Number of                          Paid-in
                                                Shares     Amount       Shares      Amount    Subscribed  Capital
                                              ----------- ---------- ------------- ---------  ---------- -----------

                                              ----------- ---------- ------------- ---------  ---------- -----------
<S>                                                <C>        <C>      <C>              <C>          <C>         <C>
     BALANCES August 24, 2000                        $ -        $ -             -         -           -           -
     Shares issued during the period                                   10,000,000     6,000                  (5,991)

     Net loss
                                              ----------- ---------- ------------- ---------  ---------- -----------
     BALANCES October 31, 2001                         -          -    10,000,000     6,000                  (5,991)

     Issuance of preferred stock for debt         25,882    169,440
     Issuance of common stock for cash                                  3,333,300     2,000                 211,882
     Issuance of common stock for services         3,333                  341,900       205                    (205)

     Foreign Currency
          Translation Adjustment

     Net loss
                                              ----------- ---------- ------------- ---------  ---------- -----------
     BALANCES October 31, 2002                    29,215    169,440    13,675,200     8,205                 205,686

     Shares issued during the period
          Shares issued for services                                      350,600       210                   8,764
          Shares Issued for Superclick
          Networks, Inc. acquisition (Note J)                           5,516,667     3,310                 125,145
          Preferred shares converted to debt     (29,215)  (169,440)

     Foreign Currency Translation Adjustment

     Net (loss) profit
                                              ----------- ---------- ------------- ---------  ---------- -----------
     BALANCES October 31, 2003                         -          -    19,542,467    11,725                 339,595

     Shares issued during the period
          Shares issued for cash
            range ($0.18-$0.45 per share)                               4,033,329     2,420               1,201,070
          Shares issued for services                                      621,206       373                 314,781
          Stock options granted                                                           -                 134,822
          Stock subscribed                                                                      232,000
     Foreign Currency Transalation Adjustment

     Net loss
                                              ----------- ---------- ------------- ---------  ---------- -----------
     BALANCES October 31, 2004                         -          -    24,197,002    14,518     232,000   1,990,268

     Shares issued during the period
          Shares issued for cash
             (range $0.18-$0.45 per share)                                966,665       580                 231,420
          Stock options granted                                                                              47,318
          Stock subscribed                                                                     (232,000)

     Foreign Currency Translation Adjustment

     Net (loss) profit
                                              ----------- ---------- ------------- ---------  ---------- -----------
     BALANCES January 31, 2005                         -          -    25,163,667   $15,098         $ -  $2,269,006
                                              =========== ========== ============= =========  ========== ===========

<CAPTION>

                                              Deficit Accumulated Accumulated
                                                 during the        Other        Total
                                                Developmental   ComprehensiveStockholders'
                                                   Stage        Income (loss)  Equity
                                                -------------   ------------ ------------

                                                -------------   ------------ ------------
<S>                                             <C>                <C>         <C>
     BALANCES August 24, 2000                              -              -            -
     Shares issued during the period                                                   9

     Net loss                                        (67,679)                    (67,679)
                                                -------------   ------------ ------------
     BALANCES October 31, 2001                       (67,679)             -      (67,670)

     Issuance of preferred stock for debt                                        169,440
     Issuance of common stock for cash                                           213,882
     Issuance of common stock for services                                             -

     Foreign Currency
          Translation Adjustment                                     (4,918)      (4,918)

     Net loss                                       (234,382)                   (234,382)
                                                -------------   ------------ ------------
     BALANCES October 31, 2002                      (302,061)        (4,918)      76,352

     Shares issued during the period
          Shares issued for services                                               8,974
          Shares Issued for Superclick
          Networks, Inc. acquisition (Note J)                                    128,455
          Preferred shares converted to debt                                    (169,440)

     Foreign Currency Translation Adjustment                         (2,558)      (2,558)

     Net (loss) profit                               (74,819)                    (74,819)
                                                -------------   ------------ ------------
     BALANCES October 31, 2003                      (376,880)        (7,476)     (33,036)

     Shares issued during the period
          Shares issued for cash
            range ($0.18-$0.45 per share)                                      1,203,490
          Shares issued for services                                             315,154
          Stock options granted                                                  134,822
          Stock subscribed                                                       232,000
     Foreign Currency Transalation Adjustment                        25,120       25,120

     Net loss                                       (979,395)                   (979,395)
                                                -------------   ------------ ------------
     BALANCES October 31, 2004                    (1,356,275)        17,644      898,155

     Shares issued during the period
          Shares issued for cash
             (range $0.18-$0.45 per share)                                       232,000
          Stock options granted                                                   47,318
          Stock subscribed                                                      (232,000)

     Foreign Currency Translation Adjustment                         45,686       45,686

     Net (loss) profit                              (138,380)                   (138,380)
                                                -------------   ------------ ------------
     BALANCES January 31, 2005                  $ (1,494,655)      $ 63,330    $ 852,779
                                                =============   ============ ============

</TABLE>


                                       3
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended January 31, 2005, and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                     August 24,
                                                                  Three                                2000
                                                                Months Ended      Three Months      (Inception) to
                                                                 January 31,      January 31,        January 31,
                                                               ---------------  ---------------   -----------------
                                                                    2005             2004               2005
                                                               ---------------  ---------------   -----------------
                                                                  (Restated)                            (Restated)

<S>                                                                 <C>              <C>               <C>
Net Gain/(Loss)                                                     $(138,380)       $(112,650)        $(1,494,655)

Other Comprehensive Income (Loss)                                           -                -                   -

     Foreign Currency Translation Adjustment                           45,686          (10,594)             63,330
                                                               ---------------  ---------------   -----------------
Net Comprehensive (Loss)                                             $(92,694)       $(123,244)        $(1,431,325)
                                                               ===============  ===============   =================
</TABLE>


                                       4
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Cash Flows For the Three Months Ended January 31,2005
and 2004, and The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                             August 24,
                                                                            Three                                2000
                                                                         Months Ended      Three Months      (Inception) to
                                                                          January 31,      January 31,        January 31,
                                                                       -----------------  ----------------  -----------------
                                                                             2005              2004               2005
                                                                       -----------------  ----------------  -----------------
                                                                         (Restated)                              (Restated)
<S>                                                                          <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                 $ (138,380)       $ (112,650)       $(1,494,655)
    Adjustments to reconcile net loss
       to net cash used by operating activities:
        Depreciation                                                             11,256             5,250             69,781
        Compensation expense on intrinsic value of options issued                47,318                              182,142
        Stock issued for services                                                                                    324,128
        Deferred tax benefit                                                                                         (35,432)
        Abondonment of furniture and equipment                                                                         4,383
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acquisition)
    (Increase) decrease in current assets:
        Accounts receivable                                                     169,417          (213,773)          (930,256)
        Other receivables                                                        21,937             3,309            (60,392)
        Prepaid expenses                                                        (13,361)            7,747            (37,388)
        Inventory                                                               259,654             2,010           (114,069)
    Increase (decrease) in current current liabilities:
        Accounts payable and accrued expenses                                  (371,060)           30,761            443,790
        Accrued payroll                                                         (12,297)          (30,848)               (74)
        Accrued other                                                            47,951            24,585             51,228
        Deferred revenue                                                       (184,423)                             330,771
                                                                       -----------------  ----------------  -----------------
        NET CASH USED FOR OPERATING ACTIVITIES                                 (161,988)         (283,611)        (1,266,043)
                                                                       -----------------  ----------------  -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Stock issued to acquire subsidiary                                                                           128,455
        Acquisition of furniture and equipment                                   (9,217)           (2,887)          (225,161)
                                                                       -----------------  ----------------  -----------------
        NET CASH USED FOR INVESTING ACTIVITIES                                   (9,217)           (2,887)           (96,706)
                                                                       -----------------  ----------------  -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Sale of common stock                                                                      348,000          1,649,381
        Repayment of Note payable                                                                 (23,143)                 -
                                                                       -----------------  ----------------  -----------------
        NET CASH PROVIDED  BY FINANCING ACTIVITIES                                    -           324,857          1,649,381
                                                                       -----------------  ----------------  -----------------

    EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      56,235            (7,874)            73,877
                                                                       -----------------  ----------------  -----------------
NET INCREASE (DECREASE) IN CASH                                                (114,970)           30,485            360,509
CASH, beginning of period                                                       475,479            19,323                  -
                                                                       -----------------  ----------------  -----------------
CASH, end of period                                                           $ 360,509          $ 49,808          $ 360,509
                                                                       =================  ================  =================

    Interest paid                                                                   $ -             $ 365            $ 2,344
    Taxes paid                                                                      $ -               $ -              $ 800

Other non-cash investing and financing activities:
    Shares issued for services                                                      $ -               $ -          $ 324,128
    Shares issued for acqusition                                                    $ -               $ -          $ 128,455
</TABLE>


                                       5
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Supplemental Schedule of Non-Cash Investing and Financing Activities
(Restated)
--------------------------------------------------------------------------------

The Company acquired 71.7% of the issued and outstanding stock of Superclick,
Inc. (Subsidiary) as further described in Note K. The fair value of the assets
and liabilities of Superclick, Inc. (formerly known as Grand Prix Sports, Inc.)
were as follows at October 8, 2003:

Cash                                                                  $   3,667
Prepaid expenses                                                          2,456
                                                                      ---------
                                                                          6,123
                                                                      =========

Accounts payable and accrued expenses                                    31,108
Note (receivable) from parent company                                  (130,000)

Stockholders' equity                                                    105,015
                                                                      ---------
Fair value of common stock issued                                     $   6,123
                                                                      =========


                                       6
<PAGE>

                                Superclick, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                  (Restatement)
                   For The Three Months Ended January 31, 2005

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, 2005 and for the three month periods ended January 31, 2005 and 2004
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 year ended October 31, 2004.
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.
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. (hereinafter referred to as the Parent and/or Company)
was organized on August 24, 2000, in Montreal, Quebec, Canada. For purposes of
our reverse merger acquisition, the date of inception is considered to be August
24, 2000 for the purpose of financial reporting. The Company is in the business
of providing and installing broadband high speed Internet connection equipment
in hotels on a worldwide basis. The Company has developed a 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.

Superclick, Inc. (formerly known as Grand Prix Sports, Inc.) (herein after
referred to as the Subsidiary) 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 subsidiaries.

                                       7
<PAGE>

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

Pursuant to a share purchase agreement dated October 7, 2003, the Subsidiary
acquired 100% of the issued and outstanding shares of Superclick Networks, Inc.
(Parent) from its shareholders. In consideration for acquiring all of the
Parent's shares the Subsidiary has 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. (Parent) will
hold immediately after the acquisition 71.7% of the issued and outstanding
shares of the Subsidiary's common stock. The remaining 28.3% will be held by
Superclick, Inc.'s (Formerly Grand Prix Sports, Inc.) shareholders.

The consolidated financial statements include the operations of Superclick, Inc.
(Subsidiary) from October 8, 2003 through October 31, 2004.

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.

The Subsidiary changed its year-end to October 31 to coincide with the year-end
of its Parent, Superclick Networks, Inc.

The Subsidiary's plan of business is committed to the commercialization
activities of the Parent's products, with an emphasis on market penetration and
building product and brand awareness among targeted customers. However, to
manage existing corporate overhead, the Subsidiary will continue to rely on cash
advances from shareholders, as well as to seek additional debt or equity
financing. The Subsidiary will also attempt to reduce its operating expenses.
There can be no assurance that any such additional financing will be available
on terms, in amounts, or at timing acceptable to the Subsidiary, if available at
all.

Summary of Significant Accounting Principles

Principles of consolidation

The consolidated financial statements include the accounts of Superclick
Networks, Inc. and its majority-owned subsidiary, Superclick, Inc., which is
100% consolidated in the financial statements. All material inter-company
accounts and transactions have been eliminated.

Accounting estimates

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

                                       8
<PAGE>

Cash and cash equivalents

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

Accounts receivable

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

Inventories

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

Property and equipment

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

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

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

Long-lived assets

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

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.

                                       9
<PAGE>

The Company has adopted Statement of Position (SOP) 97-2, Software Revenue
Recognition, as well as SOP 98-9, Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions. The SOPs generally require
revenue earned on software arrangements involving multiple elements to be
allocated to each element based on the relative fair market values of each of
the elements. The fair value of an element must be based on vendor-specific
objective evidence (VSOE) of fair value. Software license revenue allocated to a
software product is recognized upon delivery of the product, or deferred and
recognized in future periods to the extent that an arrangement includes one or
more elements that are to be delivered at a future date and for which VSOE has
not been established. 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. From the date of the
acquisition through January 31, 2005, the Subsidiary did not incur advertising
expense. For the year ended October 31, 2004 the Parent incurred approximately
$7,100 in advertising expense. During the three months ended January 31, 2005,
the Company incurred approximately $17,699 for marketing and advertising
expense.

Loss per common share

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

                                       10
<PAGE>

Issuance of common stock

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

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:

<TABLE>
<CAPTION>
                                                                 January 31, 2005
                                                                 ----------------
                                        Gross Intangible                                         Net
                                             Assets          Accumulated Amortization     Intangible Assets
<S>                                           <C>                        <C>                     <C>
Other intangibles                             500                        500                     0
</TABLE>

Impact of accounting standards

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

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

                                       11
<PAGE>

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

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. For the three
months ended January 31, 2005, two customers individually accounted for 82% and
8%, respectively, of accounts receivable.

During the three months ended January 31, 2005, the Company's two largest
customers accounted for 51% and 20% of sales respectively.

For the three months ended January 31, 2005, approximately 18% of the Company's
net sales were made to customers outside the United States.

The Company is dependent on third-party equipment manufacturers, distributors,
dealers, and contractors for all of its supply of communications equipment. For
the three months ended January 31, 2005, The Company's five largest suppliers
accounted for 69% of product and service purchases. The Company 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, 2005, as defined in FASB 107, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies. Considerable judgment is required in interpreting
market data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

Foreign Currency Translation

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

                                       12
<PAGE>

Research and development

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

NOTE B - INVENTORIES

Inventories are comprised of computer equipment and are stated at the lower of
cost or market, as determined using the first in, first out method. The
following table represents the major components of inventory at January 31,
2005.

                Computer equipment                                    95,836
                Inventory in transit                                  29,054
                Provision for losses                                 (10,867)
                                                                -------------
                                                                    $114,023
                                                                =============

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at January 31, 2005:

                Furniture & fixtures                               $ 94,153
                Computer hardware                                    81,446
                Leasehold improvements                               22,811
                Fabrication mold and dye                             18,376
                Computer software                                       851
                                                                        ---
                                                                    217,637
                Accumulated depreciation                            (68,739)
                                                                   --------
                Fixed assets, net                                 $ 148,899
                                                                  =========

NOTE D - ACCOUNTS PAYABLE

Accounts payable at January 31, 2005 was solely trade Payables. There was no
professional fees payable, consulting fees payable, or taxes payable.

                                       13
<PAGE>

NOTE E - NET OPERATING LOSS CARRY FORWARD

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2003 a
valuation allowance for the full amount of the net deferred tax asset was
recorded because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$360,528 for the year ended October 31, 2004, assuming a tax rate of 40%.

                     United States Corporation Income Taxes

<TABLE>
<CAPTION>
             Year of Loss                             Amount            Expiration Date
             ------------                             ------            ---------------
<S>                <C>                              <C>                         <C>
           October 31, 2004                         $901,320            October 31, 2024
           October 31, 2003                          $68,638            October 31, 2023
          December 31, 2002                           10,534           December 31, 2022
          December 31, 2001                          181,335           December 31, 2021
          December 31, 2000                           88,027           December 31, 2020
          December 31, 1999                           18,936           December 31, 2019
                                             ----------------
                                                  $1,268,790
                                             ================
</TABLE>

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

<TABLE>
<CAPTION>
                      Canadian Income Taxes (Stated in CAD)

             Year of Loss                             Amount            Expiration Date
             ------------                             ------            ---------------
<S>                <C> <C>                          <C>                         <C>
           October 31, 2004                         $102,989            October 31, 2011
           October 31, 2003                            5,322            October 31, 2010
           October 31, 2002                          350,910            October 31, 2009
           October 31, 2001                           24,879            October 31, 2008
                                             ----------------
                                                    $484,100
                                             ================
</TABLE>

Superclick Networks, Inc. (SNI) generated research and development tax credits
for the years ended October 31, 2004 and 2003 of $83,129 and $66,445,
respectively.

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

NOTE F - 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.

                                       14
<PAGE>

NOTE F - PREFERRED AND COMMON STOCK

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.

In May 2002, the Company issued 3,333,300 shares of common stock in exchange for
$213,882. Also in May 2002, three shareholders of the Company converted debt in
the amount of $169,440 for 25,882 shares of preferred stock. These preferred
shares were converted back to debt which was cancelled in September 2003 and a
gain recognized. The preferred shares have non-voting rights, a non-cumulative
dividend of between 1% - 12 % of the redemption price, which equaled the amount
of consideration received by the Company upon issuance, and were callable at the
option of the Company. In the event of liquidation, winding up or dissolution of
the Company, the holders of the preferred shares would be entitled to an amount
equal to the redemption price plus dividends declared and unpaid.

3,333 shares of preferred stock and 341,900 shares of common stock were issued
in exchange for services during the year ended October 31, 2002 resulting in a
$0 value assigned to total stockholders' equity.

During the year ended October 31, 2003, the Company issued 350,600 shares of
common stock in exchange for services with a value assigned of $8,974.

During the year ended October 31, 2003, the Company issued 5,516,667 shares of
common stock to complete the acquisition of Superclick Networks, Inc. (See Note
J).

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

During the quarter ended April 30, 2004 966,665 of series "B" Warrants were
exercised at $.24 per share, resulting in $232,000 net proceeds to the Company
and the issuance of 966,665 restricted common shares. The shares were issued
subsequent to year end and are classified as stock subscribed in Stockholder's
Equity. As of January 31, 2005 all stock subscribed was issued.

966,668 "B" Warrants were unexercised as of October 31, 2004 (See note G below).
As of October 31, 2004 and commensurate with the private placement filed under
Form SB-2 filed June 8, 2004, the Company issued 999,999 shares of common stock
in exchange for $450,000. Each share issued in accordance with the private
placement is entitled to one "A" Warrant with an exercise price of $0.60 per
share.

                                       15
<PAGE>

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

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

NOTE H - WARRANTS

At January 31, 2005 the Company had 2,099,999 "A" Warrants outstanding and
966,668 "B" Warrants entitling the holder thereof the right to purchase one
common share for each warrant held as follows:

                                        Exercise
  Warrant           Number of           Price Per            Expiration
   Class             Warrants            Warrant                Date
------------      ---------------      ------------       ------------------

     B                   386,668            $ 0.24                   9/9/06
     B                   193,333            $ 0.24                  9/29/06
     B                   193,333            $ 0.24                 10/15/06
     B                  193,334             $ 0.24                 10/22/06
                        --------
                         966,668

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

                       3,066,667

NOTE I - 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.

                                       16
<PAGE>

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

On March 4, 2004, the Company awarded its CEO a non-qualified stock option to
purchase 884,784 shares of common stock of the Company at an exercise price of
$.50 per share with an expiration date of March 3, 2010. The options vest and
become exercisable at a rate of 38,866 per month over a twenty-four month
period.

On June 1, 2004, the Company awarded employees non-qualified stock options to
purchase 720,000 shares of common stock of the Company at an exercise price of
$.50 per share with an expiration date of June 1, 2010. The options vest and
become exercisable at a rate of 90,000 per quarter over a twenty-four month
period.

On September 1, 2004, the Company awarded its CFO a non-qualified stock option
to purchase 300,000 shares of common stock of the Company at an exercise price
of $.65 per share with an expiration date of September 1, 2010. The options vest
and become exercisable at a rate of 12,500 per month over a twenty-four month
period.

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

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

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

                                       17
<PAGE>

The following table summarizes the Company's stock option activity for the
quarter ended January 31, 2005:

<TABLE>
<CAPTION>
                                                                             2005
                                                         ---------------------------------------------
                                                                                  Weighted Average
                                                                Shares             Exercise Price
                                                         ---------------------  ----------------------

          Outstanding at beginning of period                        1,904,784                  $ 0.51

          Granted                                                     125,000                    0.60

          Exercised                                                         -                       -

          Forfeited                                                         -                       -
                                                         ---------------------  ----------------------
<S>                                                                 <C>                        <C>
          Outstanding at end of quarter                             2,029,784                  $ 0.52
                                                         =====================  ======================

          Options exerciseable at quarter end                         633,868
                                                         =====================
</TABLE>

The following table summarizes information about the Company's stock options
outstanding at January 31, 2005:

<TABLE>
<CAPTION>
                         Options Outstanding                                            Options Exercisable
                ----------------------------------------------------------     --------------------------------------
                     Number             Weighted             Weighted                                  Weighted
  Range of        Outstanding            Average             Average                                    Average
  Exercise       At January 31,       Contractural           Exercise               Number             Exercise
   Prices             2005            Life (years)            Price              Outstanding             Price
--------------  -----------------   ------------------   -----------------     -----------------   ------------------

<S>                      <C>                     <C>               <C>                  <C>                   <C>
       $ 0.50            884,784                 1.09              $ 0.50               368,660               $ 0.50
         0.50            720,000                 1.33                0.50               210,000                 0.50
         0.65            300,000                 1.58                0.65                50,000                 0.65
         0.60            125,000                 1.85                0.60                 5,208                 0.60

                -----------------   ------------------   -----------------     -----------------   ------------------
Total                  2,029,784                 1.29              $ 0.53               633,868               $ 0.51
                =================   ==================   =================     =================   ==================
</TABLE>

The Company accounts for stock options utilizing the intrinsic value method for
variable awards under the provisions of Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly,
compensation cost is measured as the excess, if any, of the quoted market price
of the Company's stock at the end of each reporting period over the amount an
employee must pay to acquire the stock, amortized over the vesting period. The
Company recognized compensation expense of $47,318 during the quarter ended
January 31, 2005. To date the Company has recognized compensation expense in the
amount of $182,140.

                                       18
<PAGE>

The following information is provided in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation." If the compensation cost for these
plans had been determined based on the fair value at the grant dates for awards
consistent with the method of SFAS Statement 123, the pro forma effect on the
Company's net loss per share for the three months ended January 31, 2005 would
have been:

<TABLE>
<CAPTION>
                                                  Three months                Three months
                                               Ended January 31, 2005     Ended January 31, 2004
                                             ----------------------------------------------------

<S>                                                        <C>                         <C>
Net loss as reported                                       ($138,380)                  ($112,650)

Pro forma                                                  ($249,149)                  ($112,650)

Net loss per share, as reported                              ($0.006)                    ($0.005)

Pro forma                                                    ($0.010)                    ($0.005)
</TABLE>

The weighted average fair value of options granted during the quarter ended
January 31, 2005 was $0.65 per share. The fair value of each option granted was
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:

                                                           January 31, 2005
                                                           ----------------

                Risk free interest rate                               2.53%

                Expected life (years)                                    2.

                Volatility                                          160.71%

                Dividend yield                                            -

NOTE J - RELATED PARTY TRANSACTION

During the year ended October 31, 2004 the Board of Directors passed a
resolution to compensate its Board members for service on the Board. The
compensation would be in the form of stock equivalent to $15,000, with piggy
back registration rights, based on the price of the stock at close on the first
day of trading in the new fiscal year. The stock is issued in full at the
beginning of service on the Board. During the year ended October 31, 2004, the
Company awarded 296,206 restricted shares of its common stock to directors
totaling $197,154.

                                       19
<PAGE>

Mr. Pitcher, Chairman of the Company, provides consulting services to the
Company in exchange for monthly compensation of $1,250 and related expenses, in
addition to the stock awarded to Board members for service on the Board as
mentioned above. Subsequent to year end the stock compensation of the Chairman
was increased from $15,000 to $20,000 annually.

During the year ended October 31, 2004 the Company paid for services to
companies with affiliations to certain Board of Director members. The Company
paid for public relations, investor relations and marketing services to two
companies with whom the Chairman of the Board is affiliated. Total compensation
to these two companies was $47,995 in cash and 250,000 shares of common stock
valued at $62,500. Additionally, the Company paid for administrative services to
a company affiliated with one of its Board members totaling $19,720. Finally, a
former officer and member of the Board was compensated in the form of stock for
consulting services rendered totaling $55,500.

During the year ended October 31, 2004, the Company had sales of approximately
$570,000 to a company whose IT Director also served as a member of the Board of
Directors of the Company during the fiscal year.

During the year ended October 31, 2003, and prior to the acquisition, three
shareholders of Superclick Networks, Inc. (SNI) converted preferred shares of
SNI into debt and then cancelled the debt. SNI recognized a gain of $169,441 on
the loan forgiveness.

NOTE K - COMMITMENTS

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

Year Ended October 31,
2005                                   $        42,444
2006                                            55,484
2007                                            55,011
2008                                            52,937
2009                                            48,525
                                      ----------------
                                       $       254,401
                                      ================

The Company incurred $12,246 and $0 in rent expense during the three months
ended January 31, 2005 and 2004, respectively.

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

NOTE L - SUBSEQUENT EVENTS
Subsequent to January 31, 2005 three employees exercised their vested options by
exchanging the total vested options in exchange for shares of common stock.
These transactions resulted in options exercised of 62,500, 3,750, and 13,125
exchanging these options for 29,255, 2,344, and 5,913 shares, respectively, in
cashless transactions. The net shares of these transactions were returned to
Treasury Stock. See Note I for details on how the Company accounts for stock
options.

                                       20
<PAGE>

On March 3, 2005 the Board of Directors increased the employee stock option pool
established by the employee stock option plan to 3,500,000 from 2,000,000. On
March 3, 2005 the Board of Directors ratified John Glazik's options into the
pool established by the employee stock option pool.
On March 8, 2005 the company issued the following shares to Directors for
services rendered.
Todd M. Pitcher                   6,250
George Vesnaver                   4,688
Hugh Renfro                       4,688
Jacobo Melcer                     4,688
Robert MacFarlane                 4,688
Paul Gulyas                       4,688
                             -----------
Total                            29,690

NOTE M - RESTATEMENT

The 10-KSB for Superclick, Inc. as of October 31, 2004 and 2003 and for the
Period August 24, 2000 (Date of Inception) to October 31, 2004 has been
restated. In March, 2005 we concluded that the acquisition of Superclick
Networks, Inc. was a reverse merger or recapitalization. In the reverse merger
the accounting acquirer is Superclick Networks, Inc., and as such, is treated as
the continuing reporting entity with their historical financial statements being
brought forward. The financial statements contained within this report have been
restated to effect this recommendation. Previously, the merger was accounted for
a forward merger accounted for as a purchase wherein goodwill had been created.

In the restatement the transaction was accounted for as a recapitalization
effected by a reverse merger. During the year ended October 31, 2004 the Company
had written-down goodwill by $136,000. The net result of the restatement
resulted in a decrease to accumulated deficit of $136,000 for the year ended
October 31, 2004 and a change to the structure of stockholders' equity. The
Statement of Operations for the year ended October 31, 2003 and inception to
October 31, 2004 has been restated to recognize the historical financial
statements of Superclick Networks, Inc.

In May 2005 management determined the revenue previously recognized for
maintenance and upgrades needs to be recognized over the life of the contract
and thus has deferred a portion of the unearned revenue for recognition in
future periods in accordance with the AICPA's SOP 97-2.

Management further determined the recognition of the cashless warrant feature of
the stock option plan under Financial Accounting Standards Board's
Interpretation 44, "Accounting for Certain Transactions involving Stock
Compensation-an interpretation of APB Opinion No. 25"created the need to account
for the options using the variable method and not the fixed method (previously
used). This increased the total expense for stock options for the year ended
October 31, 2004.

                                       21
<PAGE>

Management has also reduced the consolidated revenue for the previous inclusion
of a forgiveness of debt between the consolidated companies.

The following information presents the impact of the reverse merger as discussed
above, the restatement of stockholders' equity on the Company's financial
information as originally reported for the three months ended January 31, 2005:
: Additionally, the restated financial statements reflect the deferral of
revenue generated from maintenance and upgrade services based on contract
period, the change in accounting for stock options from the fixed method to the
variable method and the elimination of the loan forgiveness.

                                       22
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheet
January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           January 31,     January 31,    January 31,
                                                                              2005           2005           2005
                                                                           -----------    -----------    -----------
                                                                           (Originally
                                                                            Reported)     (Restated)      (Difference)
<S>                                                                        <C>            <C>            <C>
CURRENT ASSETS
       Cash                                                                $   360,509    $   360,509    $        (0)
       Accounts receivable                                                     867,792        867,792             --
       R&D Tax credits receivable (Note E)                                      81,179         81,179             --
       Sales tax refund receivable                                              28,976         28,976             --
       Inventory (Note B)                                                      114,023        114,023             --
       Prepaid expenses                                                         37,265         37,264             (1)

                                                                           -----------    -----------    -----------
                           TOTAL CURRENT ASSETS                              1,489,744      1,489,743             -1
                                                                           -----------    -----------    -----------

       Fixed assets (Note C)
                           Cost                                                217,637        217,637             --
                           Accumulated Depreciation                            (68,739)       (68,739)            --
                                                                           -----------    -----------    -----------
                           Net                                                 148,898        148,898             --
                                                                           -----------    -----------    -----------

       Deferred tax benefit (Note E)                                            34,937         34,937             --
                                                                           -----------    -----------    -----------

       Goodwill                                                              1,218,606             --     (1,218,606)
                                                                           -----------    -----------    -----------

                           TOTAL ASSETS                                    $ 2,892,185    $ 1,673,578    $(1,218,607)
                                                                           ===========    ===========    ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts payable and accrued expenses :
                           Accounts payable (Note D)                       $   439,802    $   439,802    $        --
                           Accured other                                        50,226         50,226             --
       Deferred revenue                                                             --        330,771        330,771
                                                                           -----------    -----------    -----------
                           TOTAL CURRENT LIABILITIES                           490,028        820,799        330,771
                                                                           -----------    -----------    -----------

       COMMITMENTS (Note K)                                                         --

STOCKHOLDERS' EQUITY (Note G)

       Preferred stock, par value $.0001; 20,000,000
       shares authorized; 0 issued and outstanding                                  --             --

       Common stock, par value $.0006                                           15,098         15,098             --
       Additional paid-in capital                                            3,591,539      2,269,006     (1,322,533)
       Stock subscribed                                                             --             --
       Deficit accumulated during the development stage                     (1,281,919)    (1,494,655)      (212,736)
       Accumulated other comprehensive (loss)
                           (Primarily cumulative translation adjustment)        77,439         63,330        (14,109)

                                                                           -----------    -----------    -----------
                           TOTAL STOCKHOLDERS' EQUITY                        2,402,157        852,779     (1,549,378)
                                                                           -----------    -----------    -----------
                           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 2,892,185    $ 1,673,578    $(1,218,607)
                                                                           ===========    ===========    ===========
</TABLE>


                                       23
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
For the Three Months Ended January 31, 2005 and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             Three Months   Three Months Three Months     June 3, 1999   0
                                                               Ended          Ended        Ended         (Inception) to  o
                                                              January 31     January 31   January 31       January 31,
                                                            ------------- -------------- ------------   ----------------
                                                                2005            2005         2004             2005
                                                            ------------- -------------  ------------   ----------------
                                                             (Originally                                   (Originally
                                                              reported)      (Restated)  (Difference        Reported)
<S>                                                          <C>              <C>              <C>          <C>
Revenue
    Net Sales                                                $ 1,437,363      $ 1,152,051      $(285,312)   $4,231,825
    Services                                                           -          207,682        207,682
    Cost of goods sold                                           896,723          896,723              -     2,742,477
                                                             ------------ ----------------  -----------------------------
    Gross profit                                                 540,640          463,010        (77,630)    1,489,348
                                                                                                       -
Costs and Expenses                                                                                          -
------------------
    Loss on equity method investment                                   -                -              -        90,000
    Bank charges                                                   5,948            5,948              -        11,880
    Communication                                                 15,932           15,932              -        53,820
    Consulting fees                                                    -                -              -        79,228
    Meals and entertainment                                        6,358            6,358              -        57,819
    Depreciation and amortization                                 11,256           11,256              -        36,258
    Marketing and promotion                                       17,699           17,699              -        74,712
    Office                                                        69,254           69,254              -       271,621
    Professional fees                                             82,802           82,802              -       522,242
    Investor relations                                            15,014           15,014              -       160,274
    Loss due to license revisions                                      -                -              -         4,639
    Write down of furniture and equipment                              -                -              -         4,668
    Salaries and wages                                           329,229          324,451         (4,778)      909,673
    Employee benefits                                             12,603           12,603              -        29,550
    Travel                                                        36,675           36,675              -       162,017
    Tax and licenses                                                   -                -              -         7,665
    Research and development                                         213              213              -        39,380
    Directors compensation                                             -                -              -       197,154
    Bad debt expense                                                   -                -              -        32,000
    Write down of intangible asset                                     -                -              -       136,000
    Foreign currency (gain)/loss                                   3,185            3,185              -         3,186
    Interest expense                                                   -                -              -         6,345
                                                             ------------ ----------------  -----------------------------
    Total expenses                                               606,168          601,390         (4,778)    2,890,131
                                                             ------------ ----------------  -----------------------------
Loss from operations                                             (65,528)        (138,380)      (112,650)   (1,400,783)
Gain on sale of investment                                             -                -              -        80,000
Gain on forgiveness of debt                                            -                -              -        38,864
                                                             ------------ ----------------  -----------------------------
                      Total other income                               -                -              -       118,864
Earnings before taxes                                            (65,528)        (138,380)       (72,852)   (1,281,919)
Benefit for income taxes                                               -                -              -             -
                                                             ------------ ----------------  -----------------------------
NET EARNINGS (LOSS)                                            $ (65,528)       $(138,380)      $(72,852) $ (1,281,919)
                                                             ============ ================  =============================
    Net (loss) per common share
    Basic and diluted                                           $ (0.003)        $ (0.006)      $ (0.003)
                                                             ============ ================  =============

    Weighted average common shares outstanding
    Basic and diluted                                         25,088,588       25,088,588      20,747,646

    The average shares listed below were not included in the
    computation of diluted losses per share because to do so
    would have been antidilutive for the periods presented:
    Stock options                                              1,988,117                                0
    Warrants                                                   2,099,999                        1,933,333


<CAPTION>
                                                               June 3, 2000  August 24, 200
                                                              (Inception) to  (Inception) t
                                                                January 31,   January 31,
                                                            --------------- --------------
                                                                   2005         2005
                                                            --------------  -------------

                                                               (Restated)    (Difference)
<S>                                                             <C>             <C>
Revenue
    Net Sales                                                   $4,224,844      $ (6,981)
    Services                                                       446,238       446,238
    Cost of goods sold                                           3,298,276       555,799
                                                             ----------------------------
    Gross profit                                                 1,372,806      (116,542)

Costs and Expenses
------------------
    Loss on equity method investment                                     -       (90,000)
    Bank charges                                                    11,716          (164)
    Communication                                                   53,222          (598)
    Consulting fees                                                 90,303        11,075
    Meals and entertainment                                         27,410       (30,409)
    Depreciation and amortization                                   86,522        50,264
    Marketing and promotion                                         60,173       (14,539)
    Office                                                         308,780        37,159
    Professional fees                                              381,044      (141,198)
    Investor relations                                             131,545       (28,729)
    Loss due to license revisions                                        -        (4,639)
    Write down of furniture and equipment                            4,297          (371)
    Salaries and wages                                           1,267,266       357,593
    Employee benefits                                               44,306        14,756
    Travel                                                         218,202        56,185
    Tax and licenses                                                29,828        22,163
    Research and development                                       314,056       274,676
    Directors compensation                                         197,154             -
    Bad debt expense                                                32,000             -
    Write down of intangible asset                                       -      (136,000)
    Foreign currency (gain)/loss                                     3,186             -
    Interest expense                                                18,005        11,660
                                                             ----------------------------
    Total expenses                                               3,279,015       388,884
                                                             ----------------------------
Loss from operations                                            (1,906,209)     (505,426)
Gain on sale of investment                                               -       (80,000)
Gain on forgiveness of debt                                        169,441       130,577
                                                             ----------------------------
                      Total other income                           169,441        50,577
Earnings before taxes                                           (1,736,768)     (454,849)
Benefit for income taxes                                          (242,113)     (242,113)
                                                             ----------------------------
NET EARNINGS (LOSS)                                           $ (1,494,655)   $ (212,736)
                                                             ============================
    Net (loss) per common share
    Basic and diluted


    Weighted average common shares outstanding
    Basic and diluted

    The average shares listed below were not included in the
    computation of diluted losses per share because to do so
    would have been antidilutive for the periods presented:
    Stock options
    Warrants
</TABLE>


                                       24
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Stockholders' Equity
For the Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             For the Period            For the Period       For the Period
                                                              June 3, 1999             August 24, 2000      August 24, 2000
                                                            (Date of Inception)       (Date of Inception)  (Date of Inception)
                                                              to January 31,            to January           to January 31,
                                                            -------------------------------------------------------------
                                                                   2005                   2005               2005
                                                            -------------------------------------------------------------
                                                            (Originally reported)         (Restated)         (Difference)
<S>                                                                    <C>                  <C>             <C>
Common stock:
Shares issued for merger with Superclick Networks, Inc.
      Shares                                                            14,025,800          5,516,667         (8,509,133)
      Amount                                                               $ 8,415            $ 3,310           $ (5,105)
      Additional paid in capital                                       $ 1,236,520          $ 125,145       $ (1,111,375)
Shares issued for acquistion of Nordic
      Shares                                                               166,667                  -           (166,667)
      Amount                                                                 $ 100                $ -             $ (100)
      Additional paid in capital                                          $ 89,900                $ -          $ (89,900)
Shares issued for license, net                                                                                        -
      Shares                                                               416,666                  -           (416,666)
      Amount                                                                 $ 250                $ -             $ (250)
      Additional paid in capital                                           $ 9,750                $ -           $ (9,750)
   Shares issued for cash:
      Shares                                                             9,933,328          8,333,294         (1,600,034)
      Amount                                                               $ 5,960            $ 5,000             $ (960)
      Additional paid in capital                                       $ 1,891,525        $ 1,733,882         $ (157,643)
   Shares issued for services:
      Shares                                                               621,206         11,313,706         10,692,500
      Amount                                                                 $ 373            $ 6,788            $ 6,415
      Additional paid in capital                                         $ 314,781          $ 317,349            $ 2,568
Common stock subscribed                                                        $ -                $ -                $ -
Stock options granted                                                    $ 138,573          $ 182,140           $ 43,567
Fees related to share issuance                                           $ (89,510)         $ (89,510)               $ -
Foreign Currency Translation Adjustment                                   $ 77,439           $ 63,330          $ (14,109)
Accumulated Deficit through October 31, 2004                          $ (1,281,919)      $ (1,494,655)        $ (212,736)
                                                            -------------------------------------------------------------
Total shareholders equity                                              $ 2,402,157          $ 852,779       $ (1,549,378)
                                                            =============================================================

Total Common Stock
Shares                                                                  25,163,667         25,163,667                  -
Amount                                                                    $ 15,098           $ 15,098                $ -
Additional paid in capital                                             $ 3,591,539        $ 2,269,006       $ (1,322,533)
</TABLE>


                                       25
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended January 31, 2005, and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                         August 24,
                                          Three Months     Three Months  Three Months  June 3, 1999   August 24, 2000       2000
                                            Ended             Ended          Ended     (Inception) to (Inception) to  (Inception) to
                                          January 31,      January 31,    January 31,   January 31,     January 31,      January 31,
                                        --------------------------------------------------------------------------------------------
                                             2005             2004        2004           2005             2005            2005
                                        --------------------------------------------------------------------------------------------
                                          (Originally                                  (Previously
                                           reported)       (Restated)   (Difference)     Stated)        (Restated)      (Difference

<S>                                     <C>             <C>              <C>          <C>             <C>              <C>
Net Gain/(Loss)                         $ (65,528)      $ (138,380)      $ (72,852)   $ (1,216,391)   $ (1,494,655)    $ (278,264)

Other Comprehensive Income (Loss)               -                -               -               -               -

Foreign Currency Translation Adjustment 40,528           45,686           5,158          77,439          63,330        (14,109)
                                        ------------------------------------------- ----------------------------------------------

Net Comprehensive (Loss)                $ (25,000)       $ (92,694)      $ (67,694)   $ (1,138,952)   $ (1,431,325)    $ (292,373)
                                        =========================================== ==============================================
</TABLE>


                                       26
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Cash Flows For the Three Months Ended January 31,2005
and 2004, and The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         Three Months   Three Months Three Months     June 3, 1999
                                                                             Ended          Ended        Ended       (Inception) to
                                                                           January 31     January 31   January 31       January 31,
                                                                         ------------- -------------- ------------   ---------------
                                                                              2005         2005           2004             2005
                                                                         ------------- -------------  ------------   ---------------
                                                                           (Originally                               (Originally
                                                                             reported)   (Restated)    (Difference     Reported)
<S>                                                                      <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                          $   (65,528)   $  (138,380)   $   (72,852)   $(1,281,919)
       Adjustments to reconcile net loss
          to net cash used by operating activities:
             Depreciation                                                     11,256         11,256             --         30,897
             Amortization                                                      5,361             --         (5,361)
             Compensation expense on intrinsic value of options issued        52,096         47,318         (4,778)       138,573
             Stock issued for services                                       315,154        324,128          8,974
             License impairment agreement                                      4,639             --         (4,639)
             Write down of goodwill                                          136,000             --       (136,000)
             Deferred tax benefit                                            (35,432)       (35,432)            --
             Abondonment of furniture and equipment                            4,670          4,383           (287)
             Loss on investment                                               90,000             --        (90,000)
CHANGES IN CURRENT ASSETS AND CURRENT
       LIABILITIES: (Net of effect of acquisition)
       (Increase) decrease in current assets:
             Accounts receivable                                             169,417        169,417             --       (724,974)
             Other receivables                                                21,937         21,937             --         11,440
             Prepaid expenses                                                (13,361)       (13,361)            --        (29,282)
             Inventory                                                       259,654        259,654             --        (92,349)
       Increase (decrease) in current current liabilities:                        --             --
             Accounts payable and accrued expenses                          (371,060)      (371,060)            --        185,725
             Accrued payroll                                                 (12,297)       (12,297)            --        (65,978)
             Accrued other                                                    47,951         47,951             --         59,552
             Deferred revenue                                               (258,459)      (184,423)        74,036         (1,563)
                                                                                                       -----------    -----------
                                                                                                       -----------    -----------
             NET CASH USED FOR OPERATING ACTIVITIES                         (158,394)      (161,988)        (3,594)    (1,249,486)
CASH FLOWS FROM INVESTING ACTIVITIES:
             Stock issued for acquisition of subsidiary                     (145,000)       128,455        273,455
             Acquisition of furniture and equipment                           (9,217)        (9,217)            --       (140,498)
                                                                                                       -----------    -----------
                                                                                                       -----------    -----------
             NET CASH USED FOR INVESTING ACTIVITIES                           (9,217)        (9,217)            --       (285,498)
CASH FLOWS FROM FINANCING ACTIVITIES:
             Sale of common stock                                                 --             --      1,807,975      1,649,381
             Repayment of Note payable                                            --             --             --             --
             Related party loan                                              (19,844)            --         19,844
                                                                                                       -----------    -----------
                                                                                                       -----------    -----------
             NET CASH PROVIDED  BY FINANCING ACTIVITIES                           --             --             --      1,788,131

       EFFECT OF EXCHANGE RATE CHANGES ON CASH                                52,641         56,235          3,594        100,789
NET INCREASE (DECREASE) IN CASH                                             (114,970)      (114,970)            --        353,937
CASH, beginning of period                                                    475,479        475,479             --             --
CASH acquired                                                                     --             --             --          6,572
                                                                                                       -----------    -----------
                                                                                                       -----------    -----------
CASH, end of period                                                      $   360,509    $   360,509    $        --    $   360,509
                                                                                                       ===========    ===========
                                                                                                       ===========    ===========
Other non-cash investing and financing activities:
       License agreement acquired by issue of common stock               $        --    $        --    $        --    $    10,000
       Nordic Racing Limited acquired by issue of common stock           $        --    $        --    $        --    $    90,000
       Forgiveness of related party loan                                 $        --    $        --    $        --    $    38,864
       Shares issued for services                                        $        --    $        --    $        --    $   315,154
       Shares issued for acqusition                                      $        --    $        --    $        --    $ 1,244,935
       Interest paid                                                     $        --    $        --    $        --    $     2,344
       Taxes paid                                                        $        --    $        --    $        --    $       800


<CAPTION>

                                                                            June 3, 2000  August 24, 20
                                                                           (Inception) to  (Inception)
                                                                             January 31,   January 31,
                                                                         --------------- --------------
                                                                                2005         2005
                                                                         --------------  -------------

                                                                            (Restated)    (Difference)
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                         $(1,494,655)   $  (212,736)
       Adjustments to reconcile net loss
          to net cash used by operating activities:
             Depreciation                                                    69,781         38,884
             Amortization
             Compensation expense on intrinsic value of options issued      182,142         43,569
             Stock issued for services
             License impairment agreement
             Write down of goodwill
             Deferred tax benefit
             Abondonment of furniture and equipment
             Loss on investment
CHANGES IN CURRENT ASSETS AND CURRENT
       LIABILITIES: (Net of effect of acquisition)
       (Increase) decrease in current assets:
             Accounts receivable                                           (930,256)      (205,282)
             Other receivables                                              (60,392)       (71,832)
             Prepaid expenses                                               (37,388)        (8,106)
             Inventory                                                     (114,069)       (21,720)
       Increase (decrease) in current current liabilities:
             Accounts payable and accrued expenses                          443,790        258,065
             Accrued payroll                                                    (74)        65,904
             Accrued other                                                   51,228         (8,324)
             Deferred revenue                                               330,771        332,334
                                                                        -----------    -----------
                                                                        -----------    -----------
             NET CASH USED FOR OPERATING ACTIVITIES                      (1,266,043)       (16,557)
CASH FLOWS FROM INVESTING ACTIVITIES:
             Stock issued for acquisition of subsidiary
             Acquisition of furniture and equipment                        (225,161)       (84,663)
                                                                        -----------    -----------
                                                                        -----------    -----------
             NET CASH USED FOR INVESTING ACTIVITIES                         (96,706)       188,792
CASH FLOWS FROM FINANCING ACTIVITIES:
             Sale of common stock                                          (158,594)
             Repayment of Note payable                                           --
             Related party loan
                                                                        -----------    -----------
                                                                        -----------    -----------
             NET CASH PROVIDED  BY FINANCING ACTIVITIES                   1,649,381       (138,750)

       EFFECT OF EXCHANGE RATE CHANGES ON CASH                               73,877        (26,912)
NET INCREASE (DECREASE) IN CASH                                             360,509          6,572
CASH, beginning of period                                                        --             --
CASH acquired                                                                    --         (6,572)
                                                                        -----------    -----------
                                                                        -----------    -----------
CASH, end of period                                                     $   360,509    $         0
                                                                        ===========    ===========
                                                                        ===========    ===========
Other non-cash investing and financing activities:
       License agreement acquired by issue of common stock              $        --    $   (10,000)
       Nordic Racing Limited acquired by issue of common stock          $        --    $   (90,000)
       Forgiveness of related party loan                                $        --    $   (38,864)
       Shares issued for services                                       $   324,128    $     8,974
       Shares issued for acqusition                                     $   128,455    $(1,116,480)
       Interest paid                                                    $     2,344    $        --
       Taxes paid                                                       $       800    $        --


</TABLE>


                                       27
<PAGE>

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

The Company derives the majority of its revenue from installation of its
Superclick Internet Access Management System (SIMS) and fees for the
maintenance, continuing call center support, and improvements to the system.
Maintenance fees are tied to number or 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.

In addition to its North American operations, the Company has operations and
contracts in Europe and the Caribbean. 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

After several years of product development and refinement, during which we have
listened carefully to our customers, we are continuing to establish the
superiority of our solution in the marketplace.

Superclick offers turnkey installations to hospitality customers, making it
easier than ever for them to purchase our SIMS platform. We have continued to
strengthen our sales and marketing efforts in order to spread the word about our
technology and these efforts have resulted in greatly increased company and
product recognition.

Our strategy for winning also solidified as we changed the sales dynamic in the
industry. Most of our competition sells an internet access system to a hotel who
may not be allowed to charge for this service. Superclick installs an IP
infrastructure management system which allows the customer to leverage their
investment by promoting a growing suite of revenue generating IP services which
are provided by our SIMS platform.

We announced an agreement with Locatel in January 2005 in which this major
telecommunications service provider became a reseller of our turnkey solution.
This has resulted in a significant amount of business which has helped drive our
revenues and significantly help our bottom line.

CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets, liabilities, revenues and
expenses reported in the accompanying financial statements and related
footnotes. Management bases its estimates and assumptions on historical
experience, observance of industry trends and various other sources of
information and factors. Actual results may differ from these estimates.
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially could result in
materially different results under different assumptions and conditions. In
consultation with our Board of Directors, we have identified six accounting
principles that we believe are key to an understanding of our financial
statements. These important accounting policies require management's most
difficult, subjective judgments.

                                       28
<PAGE>

REVENUE RECOGNITION

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

The Company has adopted Statement of Position (SOP) 97-2, Software Revenue
Recognition, as well as SOP 98-9, Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions. The SOPs generally require
revenue earned on software arrangements involving multiple elements to be
allocated to each element based on the relative fair market values of each of
the elements. The fair value of an element must be based on vendor-specific
objective evidence (VSOE) of fair value. Software license revenue allocated to a
software product is recognized upon delivery of the product, or deferred and
recognized in future periods to the extent that an arrangement includes one or
more elements that are to be delivered at a future date and for which VSOE has
not been established. Maintenance and support revenue is recognized ratably over
the maintenance term. First-year maintenance typically is sold with the related
software license and renewed on an annual basis thereafter. Estimated fair
values of ongoing maintenance and support obligations are based on separate
sales of renewals to other customers or upon renewal rates quoted in the
contracts. For such arrangements with multiple obligations, the Company
allocates revenue to each component of the arrangement based on the estimated
fair value of the undelivered elements. Fair value of services, such as
consulting or training, is based upon separate sales of these services. The
Company at times may enter into multiple-customer contracts in which the Company
allocates revenue based on the number of specified users at each customer, and
recognizes revenue upon customer acceptance and satisfying the other applicable
conditions of the above described accounting policy.

ACCOUNTS RECEIVABLE

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

INVENTORIES

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

INCOME TAXES

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

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FOREIGN CURRENCY TRANSLATION

The financial statements of the Canadian Parent are measured using the Canadian
dollar as the functional currency. Assets, liabilities and equity accounts of
the company are translated at exchange rates as of the balance sheet date or
historical acquisition date, depending on the nature of the account. Revenues
and expenses are translated at average rates of exchange in effect during the
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 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 $341,000 for
the year ended October 31, 2004 assuming a tax rate of 40%.

OVERVIEW

RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2005 AND 2004

Net Sales for the three months ended January 31, 2005 and 2004 was $1,359,733
and $291,422, respectively. The increase of $1,068,311 in Net Sales represents a
366% increase on a year over year basis is directly attributable to the
successful signing of significant contracts and completing those installations.
Continued successes in gaining market acceptance of our product offering
contributed to winning additional competitive contracts with high profile
customers.

General and Administrative expenses for the three months ended January 31, 2005
and 2004 were $601,390 and $235,498 respectively. The increase of $365,892,
approximating a 155% increase, in General and Administrative expenses is
understandably the result of additional personnel costs required to fulfill the
successfully acquired contracts. The increased costs resulted from adding
personnel required to support the deployment, delivery, and installation of our
product which drove the increased sales volume. Additionally, other associated
cost increases were incurred for infrastructure such as office space,
communications, etc. Since there were more installations covering a larger
geographic area travel costs also increased.

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<PAGE>

Net loss for the three months ended January 31, 2005 and 2004 was $138,380 and
$112,650, respectively. Net loss was less than the previous year's net loss
because of increased Net Sales and management's efforts to contain costs. Volume
purchasing and better pricing from key vendors allowed the company to continue
to move toward profitability.

FINANCIAL CONDITION
From inception to January 31, 2005, we incurred an accumulated deficit of
$1,494,655, and we expect to incur additional losses through the year ending
October 31, 2005 and for the foreseeable future. This loss has been incurred
through a combination of professional fees and expenses supporting our plans to
expand operations, further commercialize our core products and to continue to
look for opportunities to acquire synergistic businesses as well as continued
losses of the subsidiary.

We have financed our operations since inception primarily through equity
financing. During the three months ended January 31, 2005, we had a net decrease
in cash of $114,970. Total cash resources as of January 31, 2005 was $360,509
compared with $49,808 at January 31, 2004.

During the year ended October 31, 2004, 1,933,333 of the series "A" Warrants
were exercised at $.18 per share, resulting in $348,000 net proceeds to the
Company and the issuance of 1,933,333 common shares that were included in an
SB-2 registration declared effective by the Securities and Exchange Commission
("SEC") in February, 2004.

In addition, 966,665 series "B" Warrants were exercised at $.24 per share,
resulting in $232,000 net proceeds to the Company and the issuance of 966,665
shares of common stock that were included in an SB-2 registration statement
declared effective by the SEC in February 2004. The shares were issued
subsequent to year end and are classified as stock subscribed in Stockholder's
Equity. 966,668 "B" Warrants at $.24 per share remain unexercised as of January
31, 2005.

Also during the year ended October 31, 2004, the Company issued 2,000,000 shares
of common stock, resulting in net proceeds to the Company of $900,000. Attached
to each share of common stock issued pursuant to the financing is a warrant to
purchase an additional share of the Company's common stock at $.60. The shares
and attached warrants were included in an SB-2 registration declared effective
by the SEC in August, 2004. As of January 31, 2005, 2,000,000 of the warrants
associated with the financing remain unexercised.

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

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<PAGE>

Our independent registered public accountants, Bedinger and Company have
indicated that, based on the Company's financial statements, there can be no
assurance the Company will continue as a going concern. Moreover, Bedinger and
Company has noted that the Company has suffered recurring losses from operations
that raises substantial doubt about its ability to continue as a going concern.

Management is currently in the process of seeking additional equity financing
with potential investors. There can be no assurance that such additional
financing will be obtained. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

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

RISK FACTORS

RISKS RELATED TO OUR BUSINESS:

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

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

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

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<PAGE>

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

We face numerous competitors.

We have many competitors with comparable characteristics and capabilities that
compete for the same group of customers. Our competitors are competent and
experienced and are continuously working to take projects away from us. Some of
our competitors have greater financial, technical, marketing and other resources
than we do. Our ability to compete effectively may be adversely affected by the
ability of these competitors to devote greater resources to the sales and
marketing of their products and services than are available to us.

There are risks associated with our planned growth.

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

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

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

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

                                       33
<PAGE>

RISKS RELATING TO OUR COMMON STOCK:

There is a limited market for our common stock.

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

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

As of January 31, 2005, a total of 20,363,074 shares of our outstanding common
stock were "restricted securities" and could be sold in the public markets only
in compliance with Rule 144 adopted under the Securities Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions, an amount not exceeding in any three-month period the greater of
either (i) 1% of the issuer's outstanding common stock or (ii) the average
weekly trading volume in the securities during a period of four calendar weeks
immediately preceding the sale. Persons who are not affiliated with the issuer
and who have held their restricted securities for at least two years are not
subject to the volume limitation. Possible or actual sales of our common stock
by present shareholders under Rule 144 could have a depressive effect on the
price of our common stock.

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

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

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's Interim President and Interim Chief Financial Officer (who is the
principal accounting officer), both of whom were appointed in the interim
capacity in April, 2005, to evaluate the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based on the foregoing, it was determined that our internal controls
over the revenue recognition of our accounting staff with respect to revenue
recognition in conjunction with service contract revenue was deficient.
Specifically, the deferral and amortization over the life of a contract was not
performed. In addition, we identified that certain issued and outstanding
options that permit "cashless exercise" should be subject to variable plan
accounting treatment under applicable accounting standards. Accordingly,
previously unrecognized compensation expense needed to be recognized as
compensation expense in our previously issued financial statements under the
Financial Accounting Standards Board's Interpretation 44, "Accounting for
Certain Transactions involving Stock Compensation - an interpretation of APB
Opinion No. 25" (Issue Date 3/00).SEE NOTE I TO NOTES TO FINANCIAL STATEMENTS
COMMENCING AT PAGE F-17 OF THIS REPORT.

Our interim President and Principal Financial Officer have also identified
certain additional deficiencies, including a lack of an appropriately rigorous
system of policies and procedures for the internal review of financial reports,
including inadequate staffing, training and expertise and improper accounting
procedures for grants with "cashless exercise" provisions per Financial
Accounting Standards Board's Interpretation 44, "Accounting for Certain
Transactions involving Stock Compensation - an interpretation of APB Opinion No.
25". Our independent registered public accountants, Bedinger and Company have
indicated that they considered these deficiencies to be material weaknesses as
that term is defined under standards established by the Public Company
Accounting Oversight Board (United States). These material weaknesses included
the following: the ineffectiveness of a rule compliance checking procedure for
SEC filings.

In light of the need for a restatement and the material weaknesses in our
internal controls, commencing in the third quarter of our 2005 fiscal year, we
are beginning to undertake a review of our disclosure, financial information and
internal controls and procedures. This review will include our efforts by our
management and directors, as well as the use of additional outside resources. We
are committed to addressing our control environment and reporting procedures.

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Our management, including our interim Chief Executive Officer and Interim
Principal Financial Officer, does not expect that disclosure controls or
internal controls over financial reporting will prevent all errors or all
instances of fraud, even as the same are improved to address any deficiencies.
The design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the control system's
objectives will be met. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance with policies
and procedures. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitation of a
cost-effective control system, misstatements due to error and fraud may occur
and not be detected.

(b) Changes in internal controls

Subsequent to the date of the evaluation referenced above, the Company
recognized certain material weaknesses in its internal controls and procedures:

      o     Lack of appropriately rigorous system of policies and procedures for
            the internal review of financial reports, including inadequate
            staffing, training and expertise.

      o     Improper accounting procedures for grants with "cashless" exercise
            provisions for Financial Accounting Standards Board's Interpretation
            44, "Accounting for Certain Transactions involving Stock
            Compensation - an interpretation of APB Opinion No. 25".

We have rescinded our cashless exercise provision for all outstanding option
grants pursuant to a resolution adopted by the Board of Directors of the Company
on June 1, 2005. Thus we expect that variable accounting will no longer be
required after the end of the Company's fiscal quarter ended July 31, 2005.

                                     Part II

ITEM 4. Exhibits And Reports On Form 10-QSB January 31, 2005

(A)  Exhibits

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

(B) Reports On Form 10-QSB 1-31. None

      None

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ITEM 5.   Signatures

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

                                            Superclick, Inc.

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

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