Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

     For The Quarterly Period Ended April 30, 2004.

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

        For The Transition Period From ______________To_________________

                        Commission File Number 333-31238


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


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

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

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

                                 Yes (x) No ( )

The number of outstanding shares of the issuer's common stock, $0.0006 par
value, as of April 30, 2004 was 23,965,567.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     Part I

Item 1.   Financial Statements

Consolidated Balance Sheet as of April 30, 2004 (Unaudited)..............      3

Consolidated Statements of Operations and accumulated deficit
   for the three and six months ended April 30, 2004 and 2003,
   and for the Period June 3, 1999(Date of inception) to April
   30, 2004 (unaudited) .................................................      4

Consolidated Statements of Stockholders Equity for the six
   months ended April 30, 2004 and for the period June 3,1999
   (Date of inception) to April 30, 2004 (unaudited).....................      5

Consolidated Statements of Comprehensive Income (Loss) for the
   three and six months ended April 30, 2004 and 2003, and the
   Period June 3, 1999 (Date of Inception) to April 30, 2004
   (unaudited)...........................................................      6

Consolidated Statements of Cash Flows for the three and six
   months ended April 30, 2004 and 2003, and for the period
   June 3, 1999 (Date of inception) to April 30, 2004 (unaudited)........      7

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

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

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

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


                           Part II - Other Information

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

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


                                        2
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
April 30, 2004
--------------------------------------------------------------------------------
                                                                     April 30
                                                                    -----------
ASSETS                                                                  2004
------                                                              -----------
CURRENT ASSETS (Unaudited)

        Cash                                                        $   333,421
        Accounts receivable                                             433,911
        Tax credits receivable                                          104,020
        Prepaid expenses                                                 40,644
        Work In Process Inventory, net of reserve of $18,215             65,583
                                                                    -----------
               TOTAL CURRENT ASSETS                                     977,579

Fixed assets (Note B)
        Cost                                                            102,285
        Accumulated Depreciation                                        (42,125)
                                                                    -----------
        Net                                                              60,160

Goodwill (Note J)                                                     1,354,606


               TOTAL ASSETS                                         $ 2,392,345
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
        Accounts payable and accrued expenses :
               Accounts payable                                         335,559
               Accrued payroll                                           25,213
               Accrued other                                             26,197
                                                                    -----------
               TOTAL CURRENT LIABILITIES                                386,969

COMMITMENT (Note I)

STOCKHOLDERS' EQUITY (Note E)
              Preferred stock, par value $.0001; 20,000,000
               shares authorized; 0 issued and outstanding                 --
              Common stock, par value $.0006, 121,000,000
               shares authorized; issued and outstanding
               23,965,567 at April 30, 2004                              14,379
              Additional paid-in capital                              2,954,764
              Deficit accumulated during the development stage         (931,825)
               Accumulated other comprehensive (loss)
                    (Cumulative translation adjustment)                 (31,942)
                                                                    -----------

               TOTAL STOCKHOLDERS' EQUITY                             2,005,376
                                                                    -----------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 2,392,345
                                                                    ===========

                                        3
<PAGE>
<TABLE>
<CAPTION>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Unaudited Consolidated Statements of Operations
For the Three Months Ended April 30, 2004 and 2003, and The Period June 3, 1999 (Date of Inception) to April 30, 2004
-------------------------------------------------------------------------------------------------------------------------

                                                  Three Months Ended               Six Months Ended          June 3, 1999
                                                      April 30,                        April 30,            (Inception) to
                                             ----------------------------    ----------------------------      April 30,
                                                 2004            2003            2004            2003            2004
                                             ------------    ------------    ------------    ------------    ------------
Revenue
<S>                                          <C>             <C>             <C>             <C>             <C>
     Net Sales                               $    324,768    $       --      $    616,190    $       --      $    618,882
     Cost of goods sold                           240,721            --           409,295            --           412,318
                                             ------------    ------------    ------------    ------------    ------------
     Gross Profit                                  84,047            --           206,895            --           206,564

Cost and Expenses
     Loss on equity method investment                --              --              --              --            90,000
     Bank charges                                   4,525              45           8,140              75           9,113
     Communication                                 16,009            --            26,346            --            38,582
     Consulting fees                                3,410            --             9,276            --            27,977
     Meals and entertainment                        7,527            --            11,410            --            47,109
     Depreciation and amortization                  1,442            --             6,691              40          14,648
     Marketing and promotion                           80            --             5,281            --            36,310
     Office                                        11,953           1,195          30,090           2,035          37,212
     Director Compensation                        177,519            --           177,519            --           177,519
     Professional fees                             48,373          20,595         112,418          32,385         326,727
     Investor relations                            73,103            (891)         74,856            (448)        103,585
     Loss due to license revisions                   --              --              --              --             4,639
     Write down of furniture and equipment           --              --              --              --             1,315
     Salary and wages                             133,893            --           228,343            --           260,563
     Travel                                        27,155             375          49,753             375          81,013
     Taxes                                          7,846            --             7,846            --             8,646
     Research and development                       1,150            --             1,150            --           (13,165)
     Interest expense (related party)                 862            --             1,227             875           5,460
                                             ------------    ------------    ------------    ------------    ------------
     Total Expenses                               514,847          21,319         750,346          35,337       1,257,253
                                             ------------    ------------    ------------    ------------    ------------
Loss from Operations                             (430,800)        (21,319)       (543,451)        (35,337)     (1,050,689)
Gain on sale of investment                           --              --              --              --            80,000
Gain on forgiveness of debt                          --              --              --            38,864          38,864
                                             ------------    ------------    ------------    ------------    ------------
     Total Other Income                              --              --              --            38,864         118,864

      Net Earnings (Loss)                    $   (430,800)   $    (21,319)   $   (543,451)   $      3,527    $   (931,825)
                                             ============    ============    ============    ============    ============

     Net (Loss) per common share
     Basic and diluted                       $      (0.02)   $      (0.01)   $      (0.03)   $       0.00
                                             ============    ============    ============    ============

     Weighted average common shares
     outstanding Basic and diluted             22,070,512       3,117,593      21,409,044       3,086,111


<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholder's Deficit
For the Three Months Ended April 30, 2004, Years Ended December 31, 2000, 2001, 2002, and Ten Months Ended October, 31, 2003, and
The Period June 3, 1999 (Date of Inception) to January 31, 2004
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

      Net Loss through December 30, 2002            --             --             --          (10,534)          --          (10,534)
                                             -----------    -----------    -----------    -----------    -----------    -----------
BALANCES December 31, 2002                     3,083,334          1,850        266,635       (298,832)          --          (30,347)

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

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

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

      Net Loss through October 31, 2003             --             --             --          (89,542)          --          (89,542)
                                             -----------    -----------    -----------    -----------    -----------    -----------
BALANCES October 31, 2003                     19,542,467    $    11,725    $ 1,705,695    $  (388,374)   $    (7,476)   $ 1,321,570
      Shares issued during the period
        Shares issued for cash                 3,899,994          2,340      1,027,660           --             --        1,030,000
        Shares issued for services               523,106            314        239,706           --             --          240,020
        Stock options granted                       --             --            4,203           --             --            4,203
        Fees related to share issuance              --             --          (22,500)          --             --          (22,500)
      Foreign Currency Translation
        Adjustment                                  --             --             --             --          (24,466)       (24,466)
      Net Loss through January 31, 2004             --             --             --         (543,451)          --         (543,451)
                                             -----------    -----------    -----------    -----------    -----------    -----------
BALANCES April 30, 2004                       23,965,567    $    14,379    $ 2,954,764    $  (931,825)   $   (31,942)   $ 2,005,376
                                             ===========    ===========    ===========    ===========    ===========    ===========


                                                             5

<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Unaudited Consolidated Statements of Comprehensive Income (Loss) For the Three and Six Months Ended
April 30, 2004, and 2003, and The Period June 3, 1999 (Date of Inception) to April 30, 2004
-----------------------------------------------------------------------------------------------------------


                                                 Three Months Ended         Six Months Ended    June 3, 1999
                                                      April 30,                 April 30,      (Inception) to
                                               ----------------------    ----------------------   April 30,
                                                 2004          2003         2004         2003        2004
                                               ---------    ---------    ---------    ---------   ---------

Net Gain/(Loss)                                $(430,800)   $ (21,319)   $(543,451)   $   3,527   $(931,825)

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

     Foreign Currency Translation Adjustment     (13,873)        --        (24,466)        --       (31,942)
                                               ---------    ---------    ---------    ---------   ---------

Net Comprehensive (Loss)                       $(444,673)   $ (21,319)   $(567,917)   $   3,527   $(963,767)
                                               =========    =========    =========    =========   =========








                                                    6
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Three and Six Months Ended April 30, 2004 and 2003, and The Period June 3, 1999 (Date of Inception) to April 30, 2004
---------------------------------------------------------------------------------------------------------------------------------

                                                              Three Months Ended             Six Months Ended         June 3, 1999
                                                                   April 30,                     April 30,           (Inception) to
                                                          --------------------------    --------------------------      April 30,
                                                              2004           2003           2004           2003           2004
                                                          -----------    -----------    -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                              $  (430,800)   $   (21,319)   $  (543,451)   $     3,527    $  (931,825)
    Adjustments to reconcile net loss
       to net cash used by operating activities:
        Depreciation                                            1,442           --            6,692           --            9,288
        Amortization                                             --             --             --               40          5,361
        License impairment agreement                             --             --             --             --            4,639
        Abondonment of furniture and equipment                   --             --             --             --            1,315
        Loss on investment                                       --             --             --             --           90,000
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acquisition)
    (Increase) decrease in current assets:
        Accounts receivable                                  (161,194)          --         (374,966)          --         (245,812)
        Other receivables                                     (27,307)          --          (23,998)          --          (35,895)
        Prepaid expenses                                      (39,475)          --          (31,728)          --          (32,532)
        Inventory                                             (46,879)          --          (44,869)          --          (45,898)
    Increase (decrease) in current current liabilities:
        Accounts payable and accrued expenses                 117,255         17,734        148,015         23,073         88,416
        Accrued payroll                                         1,089           --          (29,759)          --          (40,026)
        Accrued other                                          (5,114)          --           19,470           --           35,824
                                                          -----------    -----------    -----------    -----------    -----------
        NET CASH USED FOR OPERATING ACTIVITIES               (590,983)        (3,585)      (874,594)        26,640     (1,097,145)
CASH FLOWS FROM INVESTING ACTIVITIES:
        Cash to acquire Superclick Networks, Inc.                --             --             --             --         (145,000)
        Acquisition of furniture and equipment                (24,853)          --          (27,740)          --          (32,080)
                                                          -----------    -----------    -----------    -----------    -----------
        NET CASH USED FOR INVESTING ACTIVITIES                (24,853)          --          (27,740)          --         (177,080)
CASH FLOWS FROM FINANCING ACTIVITIES:
        Sale of common stock                                  899,519          5,000      1,247,519         10,000      1,620,004
        Stock options issued                                    4,203           --            4,203           --            4,203
        Repayment of Note payable                                --             --          (23,143)          --             --
        Related party loan                                       --             --             --          (34,863)        (6,762)
                                                          -----------    -----------    -----------    -----------    -----------
        NET CASH PROVIDED  BY FINANCING ACTIVITIES            903,722          5,000      1,228,579        (24,863)     1,617,445

    EFFECT OF EXCHANGE RATE CHANGES ON CASH                    (4,273)          --          (12,147)          --          (16,371)
NET INCREASE (DECREASE) IN CASH                               283,613          1,415        314,098          1,777        326,849
CASH, beginning of period                                      49,808          1,126         19,323            765           --
CASH acquired                                                    --             --             --             --            6,572
                                                          -----------    -----------    -----------    -----------    -----------
CASH, end of period                                       $   333,421    $     2,541    $   333,421    $     2,541    $   333,421
                                                          ===========    ===========    ===========    ===========    ===========
Other non-cash investing and financing activities:
    License agreement acquired by issue of common stock   $      --      $      --      $      --      $      --      $    10,000
    Nordic Racing Limited acquired by issue of common
      stock                                               $      --      $      --      $      --      $      --      $    90,000
    Forgiveness of related party loan                     $      --      $      --      $      --      $      --      $    38,864
    Shares issued for services                            $   240,019    $      --      $   240,019    $      --      $   240,019
    Interest paid                                         $      --      $      --      $      --      $      --      $       597
    Taxes paid                                            $      --      $      --      $      --      $      --      $      --


                                                            7
<PAGE>

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

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


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


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

Currency translation adjustment                                          16,452
                                                                    -----------

Acquisition expenses                                                $    15,000
Fair value of common stock issued                                   $ 1,244,935
                                                                    ===========




                                        8
</TABLE>
<PAGE>

                                Superclick, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                     For The Six Months Ended April 30, 2004

Note A-Organization And Summary Of Significant Accounting Policies

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

The unaudited financial statements of Superclick, Inc. (the "Company"), as of
April 30, 2004 and for the three and six month periods ended April 30, 2004 and
2003 have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial reporting. Accordingly, they
do not include all of the disclosures required by accounting principles
generally accepted in the United States for complete financial statements and
should be read in conjunction with the audited consolidated financial statements
and notes thereto included in the Company's Form 10-K for the ten months ended
October 31, 2003. In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) considered necessary for a fair presentation of
the interim financial information have been included. The results of operations
for any interim period are not necessarily indicative of the results of
operations for the entire year.

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

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

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

Pursuant to a share purchase agreement dated October 7, 2003, the Company
acquired 100% of the issued and outstanding shares of Superclick Networks, Inc.
("SNI") from its shareholders. In consideration for acquiring all of the SNI
shares the Company has issued to its previous shareholders 14,025,800 shares of
Superclick, Inc. Accordingly, SNI became the Company's wholly-owned subsidiary
as of October 8, 2003. The consolidated financial statements include the
operations of SNI from October 8, 2003 through April 30, 2004.

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

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

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

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

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

Property and equipment
----------------------

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

                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

Superclick, Inc. and its wholly-owned subsidiary expense all advertising as
incurred. The Company has not incurred any advertising expense from the date of
the acquisition through October 31, 2003. During six months ended April 30,
2004, the Company incurred expenses of $308 for advertising.

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

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

                                       11
<PAGE>

Issuance of common stock
------------------------

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

Income taxes
------------

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

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

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

                                            April 30, 2004
                                            --------------
                           Gross                                     Net
                         Intangible            Accumulated        Intangible
                           Assets             Amortization          Assets

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

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

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

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

In January 2003 the FASB issued Interpretation 46 "Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51". This Interpretation
requires a Company to consolidate the financial statements of a "Variable
Interest Entity" "VIE", sometimes also known as a "special purpose entity", even
if the entity does not hold a majority equity interest in the VIE. The
Interpretation requires that if a business enterprise has a "controlling
financial interest" in a VIE, the assets, liabilities, and results of the
activities of the VIE should be included in consolidated financial statements

                                       12
<PAGE>

with those of the business enterprise, even if it holds a minority equity
position. This Interpretation was effective immediately for all VIE's created
after January 31, 2003; for the first fiscal year or interim period beginning
after June 15, 2003 for VIE's in which a Company holds a variable interest that
it acquired before February 1, 2003.

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

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

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

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

The Company performs ongoing credit evaluations of its customers. For the three
months ended April 30, 2004, three customers individually accounted for 41%, 25%
and 13%, respectively, of accounts receivable.

For the three months ended April 30, 2004, approximately 50% of SNI's net sales
were made to customers outside the United States.

SNI has been dependent of third-party equipment manufacturers, distributors,
dealers, and contractors for all of its supply of communications equipment. For
the three months ended April 30, 2004, SNI's five largest suppliers accounted
for 60% of product and service purchases, respectively. SNI is dependent on the
ability of its suppliers to provide products and services on a timely basis and
on favorable pricing terms. The loss of certain principal suppliers or a
significant reduction in product availability from principal suppliers could
have a material adverse effect on the Company.

                                       13
<PAGE>

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

The Company estimates that the fair value of all financial instruments at April
30, 2004, as defined in FASB 107, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgment is required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.

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

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

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

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

NOTE B - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consisted of the following:


                  Furniture and Fixtures                       $ 38,770
                  Computer Hardware                              46,149
                  Fabrication Mold and Dye                       16,597
                  Computer Software                                 769
                                                               --------
                                                                102,285
                  Accumulated Depreciation                      (42,125)
                                                               --------
                                                                 60,160
                                                               --------

NOTE C - NET OPERATING LOSS CARRY FORWARD
-----------------------------------------

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2003 a
valuation allowance for the full amount of the net deferred tax asset was

                                       14
<PAGE>

recorded because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by $136,500 for
the six months ended April 30, 2004.

                          United States Corporation Income Taxes
                          --------------------------------------
                                                                   Expiration
      Year of Loss                                Amount              Date
      ------------                                ------           -----------
 6 months ending April 30,
          2004                                   $421,310        April 30, 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
                                                 $788,780

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

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

          Year of Loss                        Amount            Expiration Date
          ------------                        ------            ---------------

 6 months ending April 30, 2004             $122,141            October 31, 2010
        October 31, 2002                    $201,968            October 31, 2009
        October 31, 2001                      12,498            October 31, 2008
                                            $336,607

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

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

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

                                       15
<PAGE>

NOTE E - COMMON STOCK
---------------------

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

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

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

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

During the quarter ended April 30, 2004 966,665 of series "B" Warrants were
exercised at $.24 per share, resulting in $232,000 net proceeds to the Company
and the issuance of 966,665 restricted common shares. 966,670 "B" Warrants were
unexercised as of April 30, 2004 (See note F below). As of April 30, 2004 and
commensurate with our recent private placement filed under Form SB-2 filed June
8, 2004, the Company issued 999,999 shares of common stock in exchange for
$450,000. Each share issued in accordance with the private placement is entitled
to one "A" Warrant with an exercise price of $0.60 per share. In addition, the
Company issued 523,106 shares of Common Stock in exchange for services with a
total value of $240,019.

Through June 2004, we have placed 2,100,000 units in a private placement at a
per unit price of $.45, which consisted of one common share and one A Warrant
with an exercise price of $.60. We have received aggregate net proceeds of
approximately $850,500.

NOTE F - WARRANTS
-----------------
At April 30, 2004 the Company had 966,670 "B" Warrants and 999,999 "A" Warrants
outstanding entitling the holder thereof the right to purchase one common share
for each warrant held as follows:

  Warrant Class       Number of        Exercise       Expiration
                                      Price per
                      Warrants         Warrant           Date
------------------ ---------------- --------------- ---------------
        B                  386,668   $     0.24           9/9/2006
        B                  193,334   $     0.24          9/29/2006
        B                  193,334   $     0.24         10/15/2006
        B                  193,334   $     0.24         10/22/2006
                   ----------------
Subtotal                   966,670
                   ----------------

        A                   55,555   $     0.60          4/14/2007
        A                  544,444   $     0.60          4/19/2007
        A                  100,000   $     0.60          4/23/2007
        A                  300,000   $     0.60          4/29/2007
                   ----------------
Subtotal                   966,670
                   ----------------
Total                    1,966,669

                                       16
<PAGE>

NOTE G - STOCK INCENTIVE PLAN
-----------------------------

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

The total number of shares of Stock set aside for Awards may be granted under
the Plan shall be 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 shall be
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 has awarded its CEO a non-qualified stock option
to purchase 884,784 shares of common stock of the Company at an exercise price
of $.50 per share with an expiration date of March 3, 2006. The options vest and
become exerciable at a rate of 38,866 per month 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
shares subject to any award granted hereunder are forfeited or such award
otherwise terminates without the issuance of such shares or of other
consideration in lieu of such shares, the shares subject to such award, to the
extent of such termination or forfeiture, shall again be available for grant
under the Stock Incentive Plan during the term of the Plan. An annual aggregate
limit of 300,000 shares (including Options, Restricted Stock, and Deferred
Stock) is set for any individual Director.

                                       17
<PAGE>
<TABLE>
<CAPTION>

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

During the quarter ended April 30, 2004, the Company awarded 273,106 restricted
shares of its common stock to directors totaling $177,519.

The following table summarizes the Company's stock option activity for the
quarter ended April 30:

                                              2004
                              -------------------------------------
                                                      Weighted-
                                                      Average
                                                      Exercise
                                  Shares                Price
                              -------------------------------------
   Outstanding at beginning
   of year                                 0                     0

        Granted                      884,784                  0.50
        Forfeited                          0                     0
                              ---------------      ----------------

   Outstanding at end of
   quarter                           884,784                 $0.50
                              ===============      ================

   Options exercisable at
   quarter-end                     38,866
                              ===============

The following table summarizes information about the Company's stock options
outstanding at April 30, 2004:

                                                                               Options Exercisable
                 Options Outstanding
               -----------------------------------------------------    -----------------------------------
  Range           Number              Average            Weighted                                 Weighted
   of           Outstanding          Remaining           Average                                  Average
Exercise        At April 30,         Contractual         Exercise            Number               Exercise
 Prices             2004             Life (years)         Price            Outstanding             Price
 ------             ----             ------------         -----            -----------             -----
<S>                    <C>                    <C>               <C>                 <C>                        <C>
 $0.50                 884,784                1.84              .50                 38,866              .50
               ----------------     ---------------    -------------    -------------------     -----------

 Total                 884,784                1.84             $.50                 38,866             $.50
               ================     ===============    =============    ===================     ===========

                                                     18
</TABLE>
<PAGE>

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

The following information is provided in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation." If the compensation cost for these
plans had been determined based on the fair value at the grant dates for awards
consistent with the method of SFAS Statement 123, the pro forma effect on the
Company's net loss per share for the three and six months ended April 30, 2004
would have been:


                                             Three months         Six months
                                              Ended April        Ended April 30,
                                                30,2004               2004

         Net loss as reported                  $(430,800)          $(543,451)

         Pro forma                             $(453,873)          $(566,524)

         Net loss per share, as reported           $(.02)              $.(03)

         Pro forma                                 $(.02)              $(.03)

The weighted average fair value of options granted during 2004 was $0.39 per
share. The fair value of each option granted in 2004 was estimated on the date
of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:


                                                     2004
                                                     ----

         Risk free interest rate                    2.768%

         Expected life (years)                          2.

         Volatility                                152.44%

         Dividend yield                                 -

                                       19
<PAGE>

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

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

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

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

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

The Company did not incur rent expense for the six months ended April 30, 2004
and 2003. SNI incurred $7,407 in rent expense during the six months ended April
30, 2004.

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

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

         Cash                                                          $6,572
         Other current assets                                         315,267
         Property and equipment (net)                                  40,746
         Other non-current assets                                         106
                                                                   $  362,691
                                                                   ==========

         Current liabilities                                         (323,969)
         Long-term debt to shareholder                                (19,844)
         Note payable to parent (eliminated in
         consolidation at October 31, 2003)                          (130,000)
         Currency translation adjustment                                9,431
                                                                   $ (101,691)
                                                                   ==========

                                       20
<PAGE>

The following summarized consolidated pro forma (unaudited) information assumes
the acquisition occurred on November 1, 2002 and November 1, 2001:

                                          2003           2002
                                         --------      --------
     Net Sales                           $660,603      $144,169
                                         ========      ========
     Net Income (loss) from
     operations                         ($345,697)    ($301,835)
                                         ========      ========

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

     Provision (benefit) for income
     taxes                               ($66,445)    ($105,657)
                                         ========      ========

     Net Income (loss)                   ($70,947)    ($196,178)
                                         ========      ========

     Earnings (loss) per share:
     Basic and diluted                    ($0.004)      ($0.012)
                                         ========      ========


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

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

                                                        October 31,
                                                        -----------
                                                2003                   2002
                                                ----                   ----
Cash                                          $15,656                 $23,635
Accounts receivable                            76,128                   1,881
R&D tax credits receivable                     83,730                 114,274
Inventories                                    22,749                  16,531
Prepaid expenses                                6,454                   8,793

Total current assets                         $204,717                $165,114

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

Total assets                                 $245,892                $222,105
                                             ========                ========

Accounts payable                             $167,357                 $92,301
Accrued payroll                                55,637                  18,996
Accrued other                                   8,029                   2,418

Notes payable                                  22,920                  32,039

Total Liabilities                            $253,943                $145,753

Preferred stock                                     0                 169,440
Common stock                                  213,891                 213,891

Currency translation adjustment               (7,476)                (4,9,18)

Retained earnings (deficit)                 (214,466)               (302,061)

Total equity                                 $(8,051)                 $76,352

Total liabilities and equity                 $245,892                $222,105

                                       21
<PAGE>

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

                                                          2003           2002
                                                       ---------      ---------
Revenue:
     Sales                                             $ 660,603      $  88,908

Cost and Expenses:
     Cost of sales                                       469,432         81,233
     General and administrative expense                  341,137        182,183
     Research and development                             89,449        136,380
     Depreciation and amortization                        27,414         26,252
     Interest                                             11,462          2,900
                                                       ---------      ---------

     Total costs and expenses                            938,894        428,948

Income (loss) from operations                           (278,291)      (340,040)

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

Earnings (loss) before income taxes                      (21,150)      (340,040)

     Provision (Benefit) for income taxes                (66,445)      (105,657)
                                                       ---------      ---------

          Net earnings (loss)                             87,595       (234,383)

Retained Earnings, beginning of year                    (302,061)       (67,678)
                                                       ---------      ---------
Retained Earnings, end of year                          (214,466)      (302,061)
                                                       =========      =========

                                       22
<PAGE>

Statements of cash flows for the years ended October 31:

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

     Net gain (loss)                                        87,595     (234,382)
     Adjustments to reconcile net loss
     to net cash used by operating activities:

     Depreciation and amortization                          27,414       26,252

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

     Accounts receivable                                   (67,649)      66,115

     R&D tax credits receivable                             47,029     (113,313)

     Prepaid expenses                                        3,609       (8,719)

     Inventory                                              (2,933)      (6,055)
Increase (decrease) in current liabilities:

 Accounts payable and accrued expenses                      91,366       47,664

NET CASH USED FOR OPERATING ACTIVITIES                    (113,011)    (222,437)
                                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:

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

CASH FLOWS FROM FINANCING ACTIVITIES:

     Sale of common stock                                        0      383,332

     Related party loan                                    117,076     (168,940)

NET CASH PROVIDED  BY FINANCING ACTIVITIES                 117,076      214,392
                                                          --------     --------
     Effect of exchange rate changes on cash
                                                            (8,618)      32,208

NET INCREASE (DECREASE) IN CASH                             (7,979)      13,467

CASH, beginning of period                                   23,635       10,168
                                                          --------     --------
CASH, end of period                                         15,656       23,635
                                                          ========     ========


NOTE K - SUBSEQUENT EVENTS
--------------------------

On June 1, 2004, the Company has awarded employees non-qualified stock options
to purchase 720,000 shares of common stock of the Company at an exercise price
of $.50 per share with an expiration date of June 1, 2006. The options vest and
become exerciable at a rate of 90,000 per quarter over a twenty-four month
period.

                                       23
<PAGE>

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

Critical Accounting Policies

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

Revenue recognition policy

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

Accounts receivable

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

Inventories

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

Income taxes

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

                                       24
<PAGE>

Foreign Currency Translation

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

Overview

Results of Operations

THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003

During the three and six months ended April 30, 2004 the Company had net sales
of $324,768 and $616,190, respectively compared with no net sales for the three
and six months ended April 30, 2003. The increase in net sales was the result of
the acquisition of Superclick Networks, Inc.

For the three and six months ended April 30, 2004, general and administrative
expense was $514,847 and $750,346, respectively compared with $21,319 and
$35,337 for the three and six months ended April 30, 2003, respectively. The
increase was the result of the acquisition of Superclick Networks, Inc.

Net loss for the three and six months ended April 30, 2004 was $430,800 and
$543,451, respectively compared to a net loss of $21,319 for the three months
ended April 30, 2003 and a net gain of $3,527 for the six months ended April 30,
2003. The increase in net losses was the result of the acquisition of Superclick
Networks, Inc. The gain for the six months ended April 30, 2003 was due to the
forgiveness of debt.

Financial Condition

From inception to April 30, 2004, we incurred an accumulated deficit of
$931,825, and we expect to incur additional losses through the year ending
October 31, 2004 and for the foreseeable future. This loss has been incurred
through a combination of professional fees and expenses supporting our plans to
acquire synergistic businesses as well as continued losses of the subsidiary.

We have financed our operations since inception primarily through equity
financing. During the three months ended April 30, 2004, we had a net increase
in cash of $283,613. Total cash resources as of April 30, 2004 was $333,421
compared with $19,323 at October 31, 2003.

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

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<PAGE>

Commitments and Contingencies

     Our principal contractual obligations consist of minimum annual rental
commitments under non-cancelable operating lease for our office equipment. At
April 30, 2004, our contractual obligations under these leases and other
commitments were as follows:

                                                 Payments Due By Period
                                       -----------------------------------------
                                       Total     Less     1-3      4-5   After 5
                                                Than 1   Years    Years   Years
Contractual Obligations                          Year
-----------------------                -----    ------   -----    -----   -----

Long-term debt                         $ --       --       --       --      --
Capital lease obligations              $ --       --       --       --      --
Operating lease obligations            $5,247   $2,739   $2,580     --      --
Purchase obligations                   $ --       --       --               --
Other long-term liabilities on the
  balance sheet                        $ --       --       --               --
Total                                  $5,247   $2,739   $2,580     --      --


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


Risk Factors

Our continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing,
other collaborative agreements, strategic alliances, and our ability to realize
the full potential of our technology. Such additional funds may not become
available on acceptable terms and there can be no assurance that any additional
funding that the combined Company does obtain will be sufficient to meet the
combined Company's needs in the long term. Through April 30, 2004, a significant
portion of our financing has been through private placements of common stock and
warrants. Unless our operations generate significant revenues, we will continue
to fund operations from cash on hand and through similar sources of capital
previously described. We can give no assurances that any additional capital that
we are able to obtain will be sufficient to meet our needs. Management believes
that we will continue to incur net losses through at least October 31, 2004.
Based on our current resources, we will need additional equity or debt financing
or we will need to generate revenues through sales of our products or entering
into strategic alliances to be able to sustain our operations until we achieve
profitability, if ever.

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

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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

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

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


                                     Part II


ITEM 4. Exhibits And Reports On Form 10-QSB April 30, 2004

(A)  Exhibits

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

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

          None


ITEM 5. Signatures

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

                                             Superclick, Inc.


                                             /s/ John Glazik
                                             ----------------------------------
                                             Name: John Glazik
                                             Title: CEO








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