Securities
and Exchange Commission


Washington,
D.C. 20549





FORM
10-Q





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





For The
Quarterly Period Ended April 30, 2010.





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





For The
Transition Period From ______________To_________________





Commission
File Number 333-31238





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




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




10222
      St-Michel Blvd., Suite 300Montreal,
      Quebec, H1H 5H1(858)
      518-1387(Address,
      Including Zip Code, And Telephone Number, IncludingArea
      Code, Of Registrant's mailing address in Montreal,
  Canada)





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





Yes x No  ̈





The
number of outstanding shares of the issuer's common stock, $0.0006 par value, as
of May 27, 2010 was 45,312,251.










TABLE
OF CONTENTS





PagePart
      I – Financial InformationItem
      1.
                                      Financial
      StatementsConsolidated
      Balance Sheets as of April 30, 2010 (Unaudited)and
      October 31, 2009 (audited
                                      1Consolidated
      Statements of Operations for the three andsix
      months ended April 30, 2010 and 2009 (Unaudited)
                                      2Consolidated
      Statement of Stockholders Equity for the yearended
      October 31, 2009 and the six months endedApril
      30, 2010 (unaudited)
                                      3Consolidated
      Statements of Comprehensive Income for thethree
      and six months ended April 30, 2010 and 2009 (Unaudited)
                                      4Consolidated
      Statements of Cash Flows for the three andsix
      months ended April 30, 2010 and 2009 (Unaudited)
                                      5Notes
      To Consolidated Financial Statements (Unaudited)
                                      6Item
      2.
                                      Management's
      Discussion and Analysis
                                      16Item
      3.
                                      Quantitative
      and Qualitative Disclosures About Market
                                      21Item
      4.
                                      Controls
      and Procedures
                                      26Part
      II – Other InformationItem
      1.
                                      Legal
      Proceedings
                                      27Item
      2.
                                      Unregistered
      Sales of Equity Securities and Use of Proceeds.
                                      27Item
      3.
                                      Defaults
      Upon Senior Securities
                                      27Item
      4.
                                      Submission
      of Matters to a Vote of Security Holders
                                      27Item
      5.
                                      Other
      Information
                                      27Item
      6.
                                      Exhibits
      and Reports on Form 8-K
                                      27Signatures
                                      28










ITEM
1.  FINANCIAL STATEMENTS




SUPERCLICK,
INC.


Consolidated
Balance Sheets


April 30, 2010
                    
                    
                    October 31,
                      2009(Unaudited)
                    
                    
                    (Audited)ASSETSCURRENT ASSETSCash
                    
                    $
                    2,458,785
                    
                    
                    $
                    2,192,058Accounts
      receivable, net (Notes A&B)
                    
                    
                    860,155
                    
                    
                    
                    1,481,814Tax
      refund receivable
                    
                    
                    12,510
                    
                    
                    
                    -Inventory
      (Note C)
                    
                    
                    517,930
                    
                    
                    
                    73,276Other
      current assets
                    
                    
                    94,434
                    
                    
                    
                    36,777TOTAL
      CURRENT ASSETS
                    
                    
                    3,943,814
                    
                    
                    
                    3,783,925Property
      & equipment, net (Note D)
                    
                    
                    132,693
                    
                    
                    
                    126,989TOTAL
      ASSETS
                    
                    $
                    4,076,507
                    
                    
                    $
                    3,910,914LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses (Note E)
                    
                    $
                    810,866
                    
                    
                    $
                    1,132,008Deferred
      revenue (Note F)
                    
                    
                    1,265,817
                    
                    
                    
                    1,184,537TOTAL
      CURRENT LIABILITIES
                    
                    
                    2,076,683
                    
                    
                    
                    2,316,545TOTAL
      LIABILITIES
                    
                    
                    2,076,683
                    
                    
                    
                    2,316,545Commitments
      (Note G)
                    
                    
                    -
                    
                    
                    
                    -STOCKHOLDERS'
      EQUITY (Note H)Common
      stock, par value $.0006, 175,000,000 shares authorized; issued and
      outstanding 45,312,251 at April 30, 2010 and October 31,
    2009.
                    
                    
                    27,729
                    
                    
                    
                    27,729Additional
      paid-in capital
                    
                    
                    6,123,489
                    
                    
                    
                    6,123,489Accumulated
      deficit
                    
                    
                    (4,375,651
                    )
                    
                    
                    (4,595,719
                    )Accumulated
      other comprehensive income (loss)(Cumulative
      translation adjustment)
                    
                    
                    239,397
                    
                    
                    
                    54,010Treasury
      Stock
                    
                    
                    (15,140
                    )
                    
                    
                    (15,140
                    )TOTAL
      STOCKHOLDERS' EQUITY
                    
                    
                    1,999,824
                    
                    
                    
                    1,594,369TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                    
                    $
                    4,076,507
                    
                    
                    $
                    3,910,914





SEE
NOTES TO FINANCIAL STATEMENTS


1


SUPERCLICK,
INC.


Consolidated
Statements of Operations (Unaudited)


For the
Three and Six Months Ended April 30, 2010 and 2009


Three Months Ended
                        
                        
                        Six Months EndedApril 30,
                        
                        
                        April 30,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009RevenueNet
      Sales
                        
                        $
                        1,087,820
                        
                        
                        $
                        554,065
                        
                        
                        $
                        1,702,484
                        
                        
                        $
                        1,616,524Services
                        
                        
                        1,065,101
                        
                        
                        
                        893,047
                        
                        
                        
                        2,079,875
                        
                        
                        
                        1,702,561Net
      revenue
                        
                        
                        2,152,921
                        
                        
                        
                        1,447,112
                        
                        
                        
                        3,782,359
                        
                        
                        
                        3,319,085Cost
      of goods sold
                        
                        
                        1,134,069
                        
                        
                        
                        607,009
                        
                        
                        
                        1,920,547
                        
                        
                        
                        1,528,804Gross
      profit
                        
                        
                        1,018,852
                        
                        
                        
                        840,103
                        
                        
                        
                        1,861,812
                        
                        
                        
                        1,790,281Costs and ExpensesSelling,
      general & administrative
                        
                        
                        817,148
                        
                        
                        
                        441,884
                        
                        
                        
                        1,367,477
                        
                        
                        
                        830,407Research
      & development
                        
                        
                        64,824
                        
                        
                        
                        47,238
                        
                        
                        
                        126,081
                        
                        
                        
                        89,406Depreciation
                        
                        
                        14,257
                        
                        
                        
                        11,566
                        
                        
                        
                        25,958
                        
                        
                        
                        23,094Total
      costs and expenses
                        
                        
                        896,229
                        
                        
                        
                        500,688
                        
                        
                        
                        1,519,516
                        
                        
                        
                        942,907Income
      from operations
                        
                        
                        122,623
                        
                        
                        
                        339,415
                        
                        
                        
                        342,296
                        
                        
                        
                        847,374Other Income and (Expense)Interest
      income
                        
                        
                        928
                        
                        
                        
                        -
                        
                        
                        
                        1,982
                        
                        
                        
                        584Interest
      expense
                        
                        
                        (383
                        )
                        
                        
                        (2,163
                        )
                        
                        
                        (734
                        )
                        
                        
                        (26,909
                        )Gain
      on forgiveness of debt
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        79,970Total
      other income and (expense)
                        
                        
                        545
                        
                        
                        
                        (2,163
                        )
                        
                        
                        1,248
                        
                        
                        
                        53,645Net
      income before income taxes
                        
                        
                        123,168
                        
                        
                        
                        337,252
                        
                        
                        
                        343,544
                        
                        
                        
                        901,019Income
      taxes
                        
                        
                        (52,681
                        )
                        
                        
                        (104,214
                        )
                        
                        
                        (123,476
                        )
                        
                        
                        (266,525
                        )Net
      income
                        
                        $
                        70,487
                        
                        
                        $
                        233,038
                        
                        
                        $
                        220,068
                        
                        
                        $
                        634,494Net
      income per common share:Basic
                        
                        $
                        0.00
                        
                        
                        $
                        0.01
                        
                        
                        $
                        0.00
                        
                        
                        $
                        0.01Diluted
                        
                        $
                        0.00
                        
                        
                        $
                        0.00
                        
                        
                        $
                        0.00
                        
                        
                        $
                        0.01Weighted
      average common shares outstanding:Basic
                        
                        
                        45,312,251
                        
                        
                        
                        45,012,251
                        
                        
                        
                        45,312,251
                        
                        
                        
                        44,976,523Diluted
                        
                        
                        58,624,751
                        
                        
                        
                        60,112,979
                        
                        
                        
                        58,624,751
                        
                        
                        
                        60,076,123




SEE
NOTES TO FINANCIAL STATEMENTS


2


SUPERCLICK,
INC.


Consolidated
Statement of Stockholder's Equity


For the
Six Months Ended April 30, 2010 (Unaudited) and Year Ended October 31, 2009


DeficitAccumulated
                              
                              
                              AccumulatedCommon Stock
                              
                              
                              Additional
                              
                              
                              During the
                              
                              
                              Other
                              
                              
                              
                              
                              
                              TotalNumber of
                              
                              
                              
                              
                              
                              
                              
                              
                              Paid-in
                              
                              
                              Developmental
                              
                              
                              Comprehensive
                              
                              
                              Treasury
                              
                              
                              Stockholders'Shares
                              
                              
                              Amount
                              
                              
                              Payable
                              
                              
                              Capital
                              
                              
                              Stage
                              
                              
                              Income (loss)
                              
                              
                              Stock
                              
                              
                              EquityBALANCES October 31, 2008
                              
                              
                              44,937,251
                              
                              
                              $
                              27,504
                              
                              
                              $
                              18,000
                              
                              
                              $
                              6,060,714
                              
                              
                              $
                              (5,863,820
                              )
                              
                              $
                              (212,989
                              )
                              
                              $
                              (15,140
                              )
                              
                              $
                              14,269Shares
      issued during the period:Shares
      issued for services
                              
                              
                              375,000
                              
                              
                              
                              225.00
                              
                              
                              
                              (18,000
                              )
                              
                              
                              62,775
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              45,000Other
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (24,023
                              )
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (24,023
                              )Foreign
      Currency Translation Adjustment
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              266,999
                              
                              
                              
                              
                              
                              
                              
                              266,999Net
      profit
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,292,125
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,292,125BALANCES
      October 31, 2009
                              
                              
                              45,312,251
                              
                              
                              $
                              27,729
                              
                              
                              $
                              -
                              
                              
                              $
                              6,123,489
                              
                              
                              $
                              (4,595,719
                              )
                              
                              $
                              54,010
                              
                              
                              $
                              (15,140
                              )
                              
                              $
                              1,594,369Foreign
      Currency Translation Adjustment
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              185,387
                              
                              
                              
                              
                              
                              
                              
                              185,387Net
      profit
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              220,068
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              220,068BALANCES
      April 30, 2010
                              
                              
                              45,312,251
                              
                              
                              $
                              27,729
                              
                              
                              $
                              -
                              
                              
                              $
                              6,123,489
                              
                              
                              $
                              (4,375,651
                              )
                              
                              $
                              239,397
                              
                              
                              $
                              (15,140
                              )
                              
                              $
                              1,999,824




SEE
NOTES TO FINANCIAL STATEMENTS




3


SUPERCLICK,
INC.


Consolidated
Statements of Comprehensive Income (Unaudited)


For the
Three and Six Months Ended April 30, 2010 and 2009




Three Months Ended
                
                
                Six Months EndedApril30,
                
                
                April30,2010
                
                
                2009
                
                
                2010
                
                
                2009Net
      income
                
                $
                70,487
                
                
                $
                233,038
                
                
                $
                220,068
                
                
                $
                634,494Other
      comprehensive incomeForeign
      currency translation adjustment
                
                
                155,765
                
                
                
                (66,320
                )
                
                
                185,387
                
                
                
                (42,114
                )Net
      comprehensive income
                
                $
                226,252
                
                
                $
                166,718
                
                
                $
                405,455
                
                
                $
                592,380




SEE
NOTES TO FINANCIAL STATEMENTS




4




SUPERCLICK,
INC.
 Consolidated
Statements of Cash Flows (Unaudited)
 For the
Three and Six Months Ended April 30, 2010 and 2009


Three Months Ended
                    
                    
                    Six Months EndedApril30,
                    
                    
                    April30,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                    
                    $
                    70,487
                    
                    
                    $
                    233,038
                    
                    
                    $
                    220,068
                    
                    
                    $
                    634,494Adjustments
      to reconcile net incometo
      net cash provided (used) by operating activities:Depreciation
                    
                    
                    14,257
                    
                    
                    
                    11,566
                    
                    
                    
                    25,958
                    
                    
                    
                    23,094Gain
      on forgiveness of debt
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (79,970
                    )Deferred
      taxes
                    
                    
                    -
                    
                    
                    
                    3,855
                    
                    
                    
                    -
                    
                    
                    
                    (113,412
                    )CHANGES
      IN ASSETS AND LIABILITIES:Accounts
      receivable
                    
                    
                    620,168
                    
                    
                    
                    692,193
                    
                    
                    
                    706,506
                    
                    
                    
                    1,301,423Other
      receivables
                    
                    
                    44,473
                    
                    
                    
                    2,269
                    
                    
                    
                    (592
                    )
                    
                    
                    3,368Prepaid
      expenses
                    
                    
                    (21,374
                    )
                    
                    
                    (40,504
                    )
                    
                    
                    (59,108
                    )
                    
                    
                    (57,637
                    )Inventory
                    
                    
                    (346,479
                    )
                    
                    
                    48,102
                    
                    
                    
                    (432,939
                    )
                    
                    
                    102,264Accounts
      payable and accrued expenses
                    
                    
                    124,460
                    
                    
                    
                    (175,499
                    )
                    
                    
                    85,106
                    
                    
                    
                    (412,667
                    )Accrued
      payroll
                    
                    
                    83,057
                    
                    
                    
                    (2,672
                    )
                    
                    
                    (53,883
                    )
                    
                    
                    (24,357
                    )Income
      taxes payable and receivable
                    
                    
                    (57,980
                    )
                    
                    
                    58,460
                    
                    
                    
                    (406,801
                    )
                    
                    
                    300,766Deferred
      revenue
                    
                    
                    (126,018
                    )
                    
                    
                    (37,043
                    )
                    
                    
                    (19,153
                    )
                    
                    
                    (362,926
                    )CASH
      PROVIDED BY OPERATING ACTIVITIES
                    
                    
                    405,051
                    
                    
                    
                    793,765
                    
                    
                    
                    65,162
                    
                    
                    
                    1,314,440CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of property and equipment
                    
                    
                    (4,050
                    )
                    
                    
                    (5,043
                    )
                    
                    
                    (22,962
                    )
                    
                    
                    (5,043
                    )CASH
      (USED) FOR INVESTING ACTIVITIES
                    
                    
                    (4,050
                    )
                    
                    
                    (5,043
                    )
                    
                    
                    (22,962
                    )
                    
                    
                    (5,043
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of loans
                    
                    
                    -
                    
                    
                    
                    (48,126
                    )
                    
                    
                    -
                    
                    
                    
                    (51,385
                    )Repayment
      of convertible debenture
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (761,588
                    )CASH
      (USED) FOR FINANCING ACTIVITIES
                    
                    
                    -
                    
                    
                    
                    (48,126
                    )
                    
                    
                    -
                    
                    
                    
                    (812,973
                    )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                    
                    
                    184,840
                    
                    
                    
                    93,731
                    
                    
                    
                    224,527
                    
                    
                    
                    75,771NET
      INCREASE (DECREASE) IN CASH
                    
                    
                    585,841
                    
                    
                    
                    834,327
                    
                    
                    
                    266,727
                    
                    
                    
                    572,195CASH,
      beginning of period
                    
                    
                    1,872,944
                    
                    
                    
                    519,388
                    
                    
                    
                    2,192,058
                    
                    
                    
                    781,520CASH,
      end of period
                    
                    $
                    2,458,785
                    
                    
                    $
                    1,353,716
                    
                    
                    $
                    2,458,785
                    
                    
                    $
                    1,353,716Interest
      paid
                    
                    $
                    383
                    
                    
                    $
                    -
                    
                    
                    $
                    734
                    
                    
                    $
                    22,503Taxes
      paid
                    
                    $
                    140,598
                    
                    
                    $
                    47,923
                    
                    
                    $
                    593,581
                    
                    
                    $
                    95,284Other
      non-cash investing and financing activities:None.


SEE
NOTES TO FINANCIAL STATEMENTS




5




SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009




NOTE A-ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation


The
unaudited financial statements of Superclick, Inc. as of April 30, 2010 and for
the three and six month periods ended April 30, 2010 and 2009 have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial reporting.  Accordingly, they do not include all
of the disclosures required by accounting principles generally accepted in the
United States for complete financial statements and should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Superclick, Inc's Form 10-KSB for the year ended October 31,
2009.   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
Networks, Inc. was organized on August 24, 2000, in Montreal, Quebec, Canada.
Superclick, Inc. was incorporated on June 3, 1999.  As a result of a
reverse merger in 2003, Superclick Networks Inc. is considered the parent for
financial reporting purposes.





Superclick
Networks, Inc. is in the business of providing and installing broadband high
speed Internet connection equipment and IP (“Internet Protocol”) infrastructure
management systems with 24x7x365 help desk support predominantly to hotels on a
worldwide basis.  However, the Superclick solution is also deployed in
multi dwelling units (“MDU’s”), universities and Hospitals. Superclick, Inc.
commercialized its initial Internet access management products in
2002.




All share
and per share amounts shown in these financial statements reflect the stock
split for all periods presented.





Superclick,
Inc’s plan of business is committed to the commercialization activities of
Superclick Network, Inc.’s products, with an emphasis on broadening its market
penetration and building product and brand awareness amongst its target customer
base in the hospitality and healthcare markets. Superclick, Inc. intends to grow
its revenue through expanding its sales of Superclick Network, Inc.’s products
and call center support services such that it can reasonably support its
operating expenses through cash flow.





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. 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.




6


SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009





NOTE A-ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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


Accounting
for the Impairment or Disposal of Long-Lived Assets 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 fair value of the asset.  If the fair
value is 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.  The Company has never recognized an impairment
charge.





Revenue recognition
policy


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





Deferred
revenue


Deferred
revenue related to support and maintenance is recorded in a manner consistent
with the Company’s revenue recognition policy.  The Company typically
enters into one-year upgrade and maintenance contracts with its
customers.  The upgrade and maintenance contracts are generally paid
in advance.  The Company defers such payment and recognizes revenue
ratably over the contract period.





7
 
  SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009


NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Shipping and handling
costs


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





Advertising


The
Company expenses all advertising as incurred.  For the three months
ended April 30, 2010 and 2009, the Company incurred approximately $27,233 and
$11,047, respectively in marketing and advertising expense.  For the
six months ended April 30, 2010 and 2009, the Company incurred approximately
$35,762 and $9,808, respectively in marketing and advertising
expense.





Earnings per common
share


The
Company reports both basic and diluted earnings per share.  Basic
earnings per share are calculated using the weighted average number of common
shares outstanding in the period.  Diluted earnings 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.





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


The
Company accounts for income taxes under the asset and liability method, which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements.  Under this method, deferred tax assets and liabilities
are determined based on differences between financial statements and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.  The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in
the period that includes the enactment date.





The
Company records net deferred tax assets to the extent the Company believes these
assets will more likely than not be realized.  In making such
determination, the Company considers all available positive and negative
evidence, including future reversals of existing taxable temporary differences,
projected future taxable income, tax planning strategies and recent financial
operations.  A valuation allowance is established against deferred tax
assets that do not meet the criteria for recognition.  In the event
the Company were to determine that it would be able to realize deferred income
tax assets in the future in excess of their net recorded amount, we would make
an adjustment to the valuation allowance which would reduce the provision for
income taxes.





The
Company follows the accounting guidance which provides that a tax benefit from
an uncertain tax position may be recognized when it is more likely than not that
the position will be sustained upon examination, including resolutions of any
related appeals or litigation processes, based on the technical
merits.  Income tax provisions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized initially and in
subsequent periods.





Also
included is guidance on measurement, derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and
transition.





8
 
  SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009


NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements


On July
1, 2009, the FASB officially launched the FASB ASC 105 - Generally Accepted
Accounting Principles, which established the FASB Accounting Standards
Codification (“the Codification”), as the single official source of
authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the
Securities and Exchange Commission.  The Codification is designed to
simplify U.S. GAAP into a single, topically ordered structure.  All
guidance contained in the Codification carries an equal level of
authority.  The Codification is effective for interim and annual
periods ending after September 15, 2009.  Accordingly, the Company
refers to the Codification in respect of the appropriate accounting standards
throughout this document as “FASB ASC”.  Implementation of the
Codification did not have any impact on the Company’s consolidated financial
statements.





On June
30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic
105) – Generally Accepted Accounting Principles – amendments based on –
Statement of Financial Accounting Standards No. 168 –The FASB Accounting and
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles.  Beginning with this Statement the FASB will no longer
issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts.  Instead, it will issue Accounting
Standard Updates.  This ASU includes FASB Statement No. 168 in its
entirety.  While ASU’s will not be considered authoritative in their
own right, they will serve to update the Codification, provide the bases for
conclusions and changes in the Codification, and provide background information
about the guidance.  The Codification modifies the GAAP hierarchy to
include only two levels of GAAP: authoritative and
nonauthoritative.  ASU No. 2009-01 is effective for financial
statements issued for the interim and annual periods ending after September 15,
2009, and the Company does not expect any significant financial impact upon
adoption.





In August
2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures
(Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies
the fair market value measurement of liabilities.  In circumstances
where a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: a technique that uses quoted price of the
identical or a similar liability or liabilities when traded as an asset or
assets, or another valuation technique that is consistent with the principles of
Topic 820 such as an income or market approach.  ASU No. 2009-05 was
effective upon issuance and it did not result in any significant financial
impact on the Company upon adoption.





In
September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and
Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net
Asset Value per Share (or its equivalent).  This ASU permits use of a
practical expedient, with appropriate disclosures, when measuring the fair value
of an alternative investment that does not have a readily determinable fair
value.  ASU No. 2009-12 is effective for interim and annual periods
ending after December 15, 2009, with early application
permitted.  Since the Company does not currently have any such
investments, it does not anticipate any impact on its financial statements upon
adoption.





In May
2009, the FASB issued FASB ASC 855, “Subsequent Events.”  This
Statement addresses accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued.  FASB ASC 855 requires disclosure of the date through which an
entity has evaluated subsequent events and the basis for that date, the date
issued or date available to be issued.  The Company adopted this
Statement in the third quarter of fiscal 2009.  As a result the date
through which the Company has evaluated subsequent events and the basis for that
date have been disclosed in Note K, Subsequent Events.





9
 
  SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009


NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements (Continued)


In April
2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and
Disclosures,” related to providing guidance on when the volume and level of
activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly.  The update clarifies the
methodology to be used to determine fair value when there is no active market or
where the price inputs being used represent distressed sales.  The
update also reaffirms the objective of fair value measurement, as stated in FASB
ASC 820, which is to reflect how much an asset would be sold in and orderly
transaction, and the need to use judgment to determine if a formerly active
market has become inactive, as well as to determine fair values when markets
have become inactive.  The Company adopted this Statement in the
second quarter of 2009 without significant financial impact.





In April
2009, the FASB ASC 320, “Investments – Debt and Equity,” amends current
other-than-temporary guidance for debt securities through increased consistency
in the timing of impairment recognition and enhanced disclosures related to
credit and noncredit components impaired debt securities that are not expected
to be sold.  Also, the Statement increases disclosures for both debt
and equity securities regarding expected cash flows, securities with unrealized
losses, and credit losses.  The Company adopted this Statement in the
second quarter of 2009 without significant impact to our financial
statements.





In April
2009, the FASB issued an update to FASB ASC 825, “Financial Instruments,” to
require interim disclosures about the fair value of financial
instruments.”  This update enhances consistency in financial reporting
by increasing the frequency of fair value disclosures of those assets and
liabilities falling within the scope of FASB ASC 825. The Company adopted this
update in the second quarter of 2009 without significant impact to the financial
statements.





In April
2009, the FASB issued an update to FASB ASC 805, “Business Combinations,” that
clarifies and amends FASB ASC 805, as it applies to all assets acquired and
liabilities assumed in a business combination that arise from
contingencies.  This update addresses initial recognition and
measurement issues, subsequent measurement and accounting, and disclosures
regarding these assets and liabilities arising from contingencies in a business
combination.  The Company adopted this Statement in the second quarter
of 2009 without significant impact to the financial statements.





Recent Accounting Guidance
Not Yet Adopted


In
October 2009, the FASB issued guidance on revenue recognition that will become
effective for us beginning November 1, 2010, with earlier adoption permitted.
Under the new guidance on arrangements that include software elements, tangible
products that have software components that are essential to the functionality
of the tangible product will no longer be within the scope of the software
revenue recognition guidance, and software-enabled products will now be subject
to other relevant revenue recognition guidance. Additionally, the FASB issued
guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when
vendor specific objective evidence or third party evidence for deliverables in
an arrangement cannot be determined, a best estimate of the selling price is
required to separate deliverables and allocate arrangement consideration using
the relative selling price method. The new guidance includes new disclosure
requirements on how the application of the relative selling price method affects
the timing and amount of revenue recognition. We believe adoption of this new
guidance will not have a material impact on our financial
statements.





10
 
  SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009


NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Concentrations of credit
risk


The
Company performs ongoing credit evaluations of its customers.  At
April 30, 2010, two customers accounted for 22% (11% and 11%) of accounts
receivable.





During
the three months ended April 30, 2010, no customer accounted for more than 10%
of sales.  During the six months ended April 30, 2010, no customer
accounted for more than 10% of sales.





During
the three months ended April 30, 2009, one customer accounted for 10% of
sales.  During the six months ended April 30, 2009, one customer
accounted for 11% of sales.





For the
three months ended April 30, 2010 and 2009, approximately 28% and 35% of the
Company's net sales were made to customers outside the United
States.





For the
six months ended April 30, 2010 and 2009, approximately 38% and 36% of the
Company's net sales were made to customers outside the United
States.





The
Company has maintained balances in excess of federally insured limits from time
to time during the fiscal year.  Management periodically reviews the
adequacy and strength of the financial institutions and deems this to be an
acceptable risk.





Accounting for Share-Based
Compensation


The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period.  Stock issued for
compensation is valued using the market price of the stock on the date of the
related agreement.  We use the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and
non-employees.  In calculating this fair value, there are certain
assumptions that we use consisting of the expected life of the option, risk-free
interest rate, dividend yield, volatility and forfeiture rate.  The
use of a different estimate for any one of these components could have a
material impact on the amount of calculated compensation expense.





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 throughout the year.  The resulting cumulative
translation adjustments have been recorded as a separate component of
stockholders' equity.  The financial statements are presented in
United States of America dollars.





Research and
development


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





NOTE B – ACCOUNTS
RECEIVABLE





The
accounts receivable balance at April 30, 2010 and October 31, 2009 consisted of
$903,678 and $1,526,620, respectively, and is reported net of an allowance for
doubtful accounts of $43,523 and $44,806, respectively.





11
 
  SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009


NOTE C -
INVENTORY





Inventory
is comprised of computer equipment and stated at the lower of cost or market, as
determined using the first in, first out method.   The following
table represents the major components of inventory at April 30, 2010 and October
31, 2009:





April 30,
                    
                    
                    October 31,2010
                    
                    
                    2009Computer
      equipment
                    
                    $
                    561,141
                    
                    
                    $
                    113,848Allowance
      for obsolete inventory
                    
                    
                    (43,211
                    )
                    
                    
                    (40,572
                    )Inventory,
      net
                    
                    $
                    517,930
                    
                    
                    $
                    73,276




NOTE D - PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following at April 30, 2010 and October 31,
2009:





April 30,
                    
                    
                    October 31,2010
                    
                    
                    2009Computer
      hardware
                    
                    $
                    243,307
                    
                    
                    $
                    205,834Furniture
      & fixtures
                    
                    
                    154,487
                    
                    
                    
                    145,052Computer
      software
                    
                    
                    104,078
                    
                    
                    
                    97,722Leasehold
      improvements
                    
                    
                    34,719
                    
                    
                    
                    32,599Fabrication
      mold and dye
                    
                    
                    22,489
                    
                    
                    
                    21,116559,080
                    
                    
                    
                    502,323Accumulated
      depreciation
                    
                    
                    (426,387
                    )
                    
                    
                    (375,334
                    )Fixed
      assets, net
                    
                    $
                    132,693
                    
                    
                    $
                    126,989




Depreciation
expense for the three months ended April 30, 2010 and 2009 was $14,257 and
$11,566, respectively.  Depreciation expense for the six months ended
April 30, 2010 and 2009 was $25,958 and $23,094, respectively.





NOTE E – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES





Accounts
payable and accrued expenses consisted of the following at April 30, 2010 and
October 31, 2009:




April
      30,
                        
                        
                        December
      31,2010
                        
                        
                        2009Trade
      payables
                        
                        $
                        450,302
                        
                        
                        $
                        333,826Professional
      fees
                        
                        
                        23,821
                        
                        
                        
                        25,762Accrued
      wages payable
                        
                        
                        236,291
                        
                        
                        
                        276,722Income
      taxes payable
                        
                        
                        (64,708
                        )
                        
                        
                        330,718Refunds
      payable
                        
                        
                        165,160
                        
                        
                        
                        164,980$
                        810,866
                        
                        
                        $
                        1,132,008




12


SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009




NOTE E – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES (Continued)





As of
April 30, 2010, accrued wages payable included $27,584 and $27,372 due to the
CEO and CFO, respectively.  As of October 31, 2009, accrued payroll
included $101,184 and $56,612 due to the CEO and CFO, respectively.





Income taxes
payable


During
the three and six months ended April 30, 2010 we recorded provisions for income
taxes of $52,681 and $123,476, respectively, compared to $104,214 and $266,525
for the same period in 2009.  During the three and six months ended
April 30, 2010 we made payments to the Canadian Federal and Provincial tax
authorities of $140,598 and $593,581, respectively.





The
Company recorded a provision for income taxes of $611,732 for the year ended
October 31, 2009 based on a combined Federal and Provincial tax rate of
32%.   The Company updates the estimate of its annual effective
tax rate at the end of each quarterly period.  The Company’s estimate
takes into account estimations of annual pre-tax income, the geographic mix of
pre-tax income and its interpretations of tax laws and the possible outcomes of
current and future audits.





NOTE F – DEFERRED
REVENUE





Deferred
revenue consists of funds received in advance of services being
performed.  As of April 30, 2010, the deferred revenue balance of
$1,265,817 consisted of 1) $833,024 related to support and maintenance for
multiple customers; 2) $58,315 related to the sale of a master license agreement
which commenced August 2007 and is being amortized over its term of thirty six
(36) months; and 3) $374,478 related to customer deposits for future hardware
installations.





As of
October 31, 2009, the deferred revenue balance of $1,184,537 consisted of 1)
$914,739 related to support and maintenance for multiple customers; 2) $174,985
related to the sale of a master license agreement which commenced August 2007
and is being amortized over its term of thirty six (36) months; and 3) $94,813
related to customer deposits for future hardware installations.





NOTE G -
COMMITMENTS





On
October 1, 2009 the Company renewed a lease for office space. The lease extends
through September 30, 2014 at a rate of $4,695 per month.  During the
three and six months ended April 30, 2010, the Company incurred $13,363 and
$28,780, respectively, in rent expense.  During the three and six
months ended April 30, 2009, the Company incurred $14,277 and $28,764,
respectively, in rent expense.





The
Company does not maintain any long-term or exclusive commitments or arrangements
to purchase merchandise from any single supplier.





NOTE H - PREFERRED AND
COMMON STOCK





Preferred
Stock


The
Company has authorized 20,000,000 shares of $.0001 par value preferred stock
available for issuance.  No shares of preferred stock have been issued
as of April 30, 2010





Common
Stock


During
the year ended October 31, 2009, the Company issued 75,000 shares of common
stock in exchange for director services.  The shares were issued for
services performed in fiscal year 2008 which expense of $9,000 was recognized in
our fiscal year ending October 31, 2008.  The balance of $9,000
expensed in 2008 was reversed as a credit to stock compensation expense during
2009.  During the year ended October 31, 2009, the Company issued
300,000 irrevocable restricted shares of common stock in exchange for investor
relations services valued at fair market value of $0.18 per share or
$54,000.





13
 
  SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009


During
the six months ended April 30, 2010, the Company did not issue any common
stock.





NOTE I – STOCK INCENTIVE
PLANS





The 2004 Incentive Stock
Option 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
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





NOTE I – STOCK INCENTIVE
PLANS (Continued)





The 2004 Incentive Stock
Option Plan (Continued)


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.





During
the year ended October 31, 2009, 100,000 options were canceled and none granted
or exercised.





During
the six months ended April 30, 2010, 639,856 common stock options with a
weighted average exercise price of $0.465 expired.  No other option
activity occurred.





The
following table summarizes the Company's stock option activity for the six
months ended April 30, 2010:





April 30, 2010Weighted AverageShares
                  
                  
                  Exercise PriceOutstanding
      at beginning of year
                  
                  
                  13,852,356
                  
                  
                  $
                  0.075Granted
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  (639,856
                  )
                  
                  
                  0.465Exercised
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at end of year
                  
                  
                  13,212,500
                  
                  
                  
                  0.056Options
      exerciseable at year end
                  
                  
                  13,212,500




The
following table summarizes information about the Company's stock options
outstanding at April 30, 2010:




14




SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009




Options Outstanding
                  
                  
                  Options ExercisableNumber
                  
                  
                  Weighted
                  
                  
                  Weighted
                  
                  
                  
                  
                  
                  WeightedRange of
                  
                  Outstanding
                  
                  
                  Average
                  
                  
                  Average
                  
                  
                  
                  
                  
                  AverageExercise
                  
                  At April 30,
                  
                  
                  Contractural
                  
                  
                  Exercise
                  
                  
                  Number
                  
                  
                  ExercisePrices
                  
                  2010
                  
                  
                  Life (years)
                  
                  
                  Price
                  
                  
                  Outstanding
                  
                  
                  Price0.65
                  
                  
                  137,500
                  
                  
                  
                  -
                  
                  
                  
                  0.650
                  
                  
                  
                  137,500
                  
                  
                  
                  0.6500.05
                  
                  
                  13,075,000
                  
                  
                  
                  -
                  
                  
                  
                  0.050
                  
                  
                  
                  13,075,000
                  
                  
                  
                  0.050Total
                  
                  
                  13,212,500
                  
                  
                  
                  -
                  
                  
                  $
                  0.056
                  
                  
                  
                  13,212,500
                  
                  
                  $
                  0.056





The
Company measures the fair market value of stock options granted using the
Black-Scholes Option Pricing Model on the date of grant and recognizes related
compensation expense ratably over the options vesting period for all future
grants.  The Company also estimates the amount of forfeitures or the
amount of options that will be canceled in the future.  During the six
months ended April 30, 2010 and the years ended October 31, 2009 and 2008, the
Company recognized no compensation expense related to stock
options.  The Company has recorded compensation expense of $767,017
through April 30, 2010.





2004 Superclick, Inc.
Non-Employee Director's Stock Incentive Plan





On
December 31, 2003, the Board of Directors of the Company adopted the 2004
Superclick, Inc. Non-Employee Director's Stock Incentive Plan.





During
the year ended October 31, 2009, the Company issued 75,000 shares of common
stock in exchange for director services.  The shares were issued for
services performed in fiscal year 2008 which expense of $9,000 was recognized in
our fiscal year ending October 31, 2008.





No awards
under the Non-Employee Director's Stock Incentive Plan were granted or issued
during the six months ended April 30, 2010





From
inception through October 31, 2009, the Company has issued 2,569,772 shares to
our directors under this stock incentive plan.





NOTE J – RELATED PARTY
TRANSACTION





Mr.
Pitcher, Chairman of the Company’s Board of Directors, provides consulting
services to the Company in exchange for monthly compensation of $5,000 and
related expenses.  During the three and six months ended April 30,
2010, Mr. Pitcher received $16,105 and $33,325, respectively.  During
the three and six months ended April 30, 2009, Mr. Pitcher received $17,548 and
$32,848, respectively.





Mr.
Ronald A. Fon became a Director of the Company during February
2009.  Mr. Fon is also a principal with a firm that provides investor
relations (IR) consulting services to the Company for monthly compensation of
approximately $3,120.  During the three and six months ended April 30,
2010 approximately $15,405 and $31,769, respectively was paid to the IR
firm.





NOTE K – LEGAL
PROCEEDINGS





On
November 17, 2009 the Company was named as a defendant by Nomadix, Inc. in a
complaint for patent infringement of certain U.S. patents.  The matter
is early in its process and it is not possible to reasonably determine the
outcome of this complaint. The Company has been monitoring this situation
closely and believes it has meritorious defenses to the claims. Accordingly, it
is not possible, to assess whether or not the Company needs to reserve for a
potential settlement.


15


ITEM
2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





Note About Forward-Looking
Statements





Certain
statements in Management’s Discussion and Analysis (“MD&A”), other than
purely historical information, including estimates, projections, statements
relating to our business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties, which may cause actual results to
differ materially from the forward-looking statements. A detailed discussion of
risks and uncertainties that could cause actual results and events to differ
materially from such forward-looking statements is included in the section
titled “Risk Factors” (refer to Item 3). We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.





Overview





Management’s
discussion and analysis is intended to help the reader understand the results of
operations and financial condition of Superclick. The following discussion
should be read in conjunction with our Annual Report on Form 10-K for the year
ended October 31, 2009 and the Consolidated Financial Statements and
accompanying notes (“Notes”) included in this Form 10-Q.





We derive
the majority of our revenue from the installation of our Superclick Internet
Access Management System (SIMS) and from revenue generated from our call center.
Support fees are tied to the number of rooms serviced in a client’s property.
Due to our reliance on installations, variations in revenue levels may cause
fluctuations in quarterly results.   Factors such as a client's
commitment to providing internet access to their guests, general economic and
industry conditions and other issues could affect our revenue and
earnings.





In
addition to our North American operations, we have installations and contracts
in Europe, Asia, Middle East 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 our
transactions are in Canadian dollars and we are therefore exposed to currency
fluctuation risks.





We
continue to develop our product offering and IP management solutions, listening
carefully to our customers to determine development paths that most directly
meet their needs.





Critical
Accounting Policies





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets, liabilities, revenues and
expenses reported in the accompanying financial statements and related
footnotes.  We base our estimates and assumptions on historical
experience, observance of industry trends and various other sources of
information and factors.  Actual results may differ from these
estimates.  Critical accounting policies are defined as those that are
reflective of significant judgments and uncertainties, and potentially could
result in materially different results under different assumptions and
conditions.  In consultation with our Board of Directors, we have
identified five 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.





16


Revenue
Recognition





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





Maintenance
and support revenue is recognized ratably over the maintenance
term.  First-year maintenance typically is sold with the related
software license and renewed on an annual basis thereafter. Estimated fair
values of ongoing maintenance and support obligations are based on separate
sales of renewals to other customers or upon renewal rates quoted in the
contracts.  For such arrangements with multiple obligations, we
allocate revenue to each component of the arrangement based on the estimated
fair value of the undelivered elements.  Fair value of services, such
as consulting or training, is based upon separate sales of these
services.  At times, we may enter into multiple-customer contracts in
which we allocate revenue based on the number of specified users at each
customer, and recognizes revenue upon customer acceptance and satisfying the
other applicable conditions of the above described accounting
policy.





Accounts
receivable





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





Inventories





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





Income
taxes





Provisions
for income taxes are based on taxes payable or refundable for the current period
and deferred taxes on temporary differences between the amount of taxable income
and pretax financial income and between the tax bases of assets and liabilities
and their reported amounts in the financial statements.  Deferred tax
assets and liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled as prescribed in
FASB Statement No. 109, Accounting for Income Taxes.  In
June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109”
(“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements in accordance with SFAS
No. 109, “Accounting for Income Taxes” (SFAS 109”).  FIN 48
prescribes a two-step process to determine the amount of tax benefit to be
recognized.  First, the tax position must be evaluated to determine
the likelihood that it will be sustained upon external
examination.  If the tax position is deemed “more-likely-than-not” to
be sustained, the tax position is then assessed to determine the amount of
benefit to recognize in the financial statements.  The amount of the
benefit that may be recognized is the largest amount that has a greater than
50 percent likelihood of being realized upon ultimate
settlement.  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.  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.





17


Foreign
Currency Translation





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





Results
of Operations





THREE
AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009





Revenue





Net
Revenue for the three months ended April 30, 2010 increased $705,809 or 48.8% to
$2,152,921 compared to $1,447,112 for the three months ended April 30,
2009.  The increase is mainly due to a 96.3% increase in net new
business which included projects postponed in Q1. Net Revenue for the six months
ended April 30, 2010 increased $463,274 or 14.0% to $3,782,359 compared to
$3,319,085 for the six months ended April 30, 2009.  The increase in
revenue for the six months ended April 30, 2010 compared to the same period last
year was mainly due to a 22.2% increase in support revenue which includes
on-site technical services.





Gross
Profit





Gross
profit for the three months ended April 30, 2010 increased $178,749 or 21.3% to
$1,018,852 compared to $840,103 for the three months ended April 30,
2009.  Gross profit for the six months ended April 30, 2010 increased
$71,531 or 4.0% to $1,861,812 compared to $1,790,281 for the six months ended
April 30, 2009.  The increase in gross profit for the three and six
months ended April 30, 2010 compared to the same period last year was mainly due
to the positive sales variance.  Gross margins for the three and six
months ended April 30, 2010 were 47.3% compared to 58.1% for the comparable
period and 49.2% and 53.9% for the comparable year to date period, respectively.
The gross margin unfavorable variance was largely due to increased market
pressures on the sale of infrastructure hardware.





Selling,
General and Administrative





Selling,
General and Administrative expenses for the three months ended April 30, 2010
and 2009 were $817,148 and $441,884, respectively.  For the six months
ended April 30, 2010 selling, general and administrative expenses increased
$537,070 or 64.7% to $1,367,477 compared to $830,407 last year.  The
unfavorable variance for both the three and six months ended April 30, 2010 were
mainly due to increases in general and administrative expenses related to legal,
Board and IR fees, foreign exchange, the replacement of certain call centre
equipment and increases in sales and marketing primarily due to the increase the
sales force.





18


Research
and Development





Research
and development expenses for the three months ended April 30, 2010 and 2009 were
$64,824 and $47,238, respectively. Research and development expenses for the six
months ended April 30, 2010 and 2009 were $126,081 and $89,406,
respectively.  The increases were mainly due to the addition of human
capital.





Income
from operations





As a
result of above, income from operations for the three months ended April 30,
2010 was $122,623 or 5.7% of net revenue compared to $339,415 or 23.5% of net
revenue for the three months ended April 30, 2009.  Income from
operations for the six months ended April 30, 2010 was $342,296 or 9.0% of net
revenue compared to $847,374 or 25.5% of net revenue for the six months ended
April 30, 2009.





Other
Income and Expense





The total
other income and expense for the three months ended April 30, 2010 and 2009 was
income of $545 and expense of $2,163, respectively.  The total other
income and expense for the six months ended April 30, 2010 and 2009 was income
of $1,248 and $53,645, respectively.  The $52,397 six month decrease
in other income was primarily due to the 2009 recognition of a $79,970 gain on
the forgiveness of convertible debentures offset by higher interest expense of
$26,909 in 2009.  No such income and expense was recognized in 2010 as
the debentures were paid in full during the first quarter of 2009.





Net
Income





The net
income before income taxes for the three months ended April 30, 2010 was
$123,168 or 5.7% of net revenue compared to $337,252 or 23.3% of net revenue
during the three months ended April 30, 2009.  The Company recorded
$52,681 in income tax expense during the three months ended April 30, 2010
compared to $104,214 in 2009.  Second quarter 2010 net income was
$70,487 or 3.3% of net revenue compared to $233,038 or 16.1% of net revenue
during 2009 representing a decrease of $162,551.





The net
income before income taxes for the six months ended April 30, 2010 was $343,544
or 9.1% of net revenue compared to $901,019 or 27.1% of net revenue during the
six months ended April 30, 2009.  The Company recorded $123,476 in
income tax expense during the six months ended April 30, 2010 compared to
$266,525 in 2009.  The six month 2010 net income was $220,068 or 5.8%
of net revenue compared to $634,494 or 19.1% of net revenue.





Net
Income Per Common Share





For the
three months ended April 30, 2010, the net income per common share basic and
diluted was $0.00 compared to $0.01 basic and $0.00 diluted for the three months
ended April 30, 2009.  The basic and fully diluted weighted average
shares for the quarter were 45,312,251 and 58,624,751,
respectively.  The basic and fully diluted weighted average shares for
the quarter of 2009 were 45,012,251 and 60,112,979, respectively.





For the
six months ended April 30, 2010, the net income per common share basic and
diluted was $0.00 compared to $0.01 basic and diluted for the six months ended
April 30, 2009.  The basic and fully diluted weighted average shares
for the first quarter of 2010 were 45,312,251 and 58,624,751,
respectively.  The basic and fully diluted weighted average shares for
the first quarter of 2009 were 44,976,523 and 60,076,123,
respectively.





Financial
Condition





From
inception to April 30, 2009, we have incurred an accumulated deficit of
$4,375,651.  This loss has been incurred through a combination of
professional fees and expenses supporting our plans to acquire synergistic
businesses as well as continued operating losses.  However, from 2007
through the current quarter we have experienced stabilization in our business
and implemented efficiency initiatives that have resulted in a larger customer
base and improved profitability that has allowed us to reduce our accumulated
deficit by $3,927,224 from its high of $8,302,875 on January 31,
2007.





19


During
the three months ended April 30, 2010 we had a net increase in cash of
$585,841.  Total cash resources as of April 30, 2010 was $2,458,785
compared to $2,192,058 at October 31, 2009.





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





The
Company's Liquidity Plan





Net
income for the three months ended April 30, 2010 was $70,487 compared to
$233,038 for the three months ended April 30, 2009 and the operations provided
$405,051 of cash compared to providing $793,766 for the three months ended April
30, 2009.





During
the years ended October 31, 2009 and 2008 and the six months ended April 30,
2010, the Company has financed operations solely with cash generated through
sales and the collection of its accounts receivable.





During
2009, the Company paid $203,317 in satisfaction of all note holders. All notes
have been paid in full as at October 31, 2009.





On
January 23, 2009, the Company made a $726,079 settlement payment in full
satisfaction of all outstanding debentures.  This payment was in
addition to other principle payments of $41,588 made during the
quarter.  The holder of our debentures accepted 90% of the outstanding
principle and interest in full satisfaction resulting in a gain to the Company
of $79,970.





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





Off-Balance
Sheet Arrangements





At April
30, 2010 we had no obligations that would qualify to be disclosed as off-balance
sheet arrangements.





Contractual
Obligations





Operating lease
obligations:  Operating lease obligations consist of office
rental commitment for our offices in Montréal, Québec,
Canada.   On October 1, 2009 we renewed a lease for office space
in Montréal.  The lease extends through September 30, 2014 at a rate
of $4,695 per month.





20


Inflation





Although
our operations are influenced by general economic conditions, we do not believe
inflation had a material effect on the results of operations during the three
and six months ended April 30, 2010.   However, there can be no
assurance our business will not be affected by inflation in the
future.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





RISK
FACTORS





Interested persons should carefully consider the risks
described below in evaluating the Company. Additional risks and uncertainties
not presently known to us, or that we currently consider immaterial, may also
impair our business operations. If any of the following risks actually occur,
our business, financial condition or results of operations could be materially
adversely affected. In that case, the trading price of our common stock would
likely decline.





We
may be subject to indemnification obligations to our customers related to patent
infringement suits brought by separate vendors in our industry against some of
our customers.




We have
been made aware that several companies providing public Internet access have
been named in a lawsuit brought by a party claiming patent infringement. We have
not been named in this action, although some companies that have been named are
our customers. We have provided indemnification in our service contracts to
several of these customers. We believe that it is too early to determine whether
we have any exposure, but we have retained and consulted legal counsel to
maintain a vigilant and proactive posture. We are actively discussing with our
counsel ways that we can limit our potential liability. We are not defendants to
this suit, nor have we retained litigation counsel on the matter. We will
continue to monitor the situation. If we are named in the suit, it will require
us to incur legal expenses, which will have a negative impact on our
profitability. This in turn, may have a negative impact on our stock
price.





Risks
Related To Our Business:





Our
revenue and operating results may fluctuate significantly from quarter to
quarter, and fluctuations in operating results could cause its stock price to
decline.





Our
revenue and operating results may vary significantly from quarter-to-quarter due
to a number of factors.   In future quarters, operating results
may be below the expectations of public market analysis or investors, and the
price of its common stock may decline.   Factors that could cause
quarterly fluctuations include:





§
            the
      beginning and ending of significant contracts during a
      quarter;


§
            the
      number, size and scope of the installation
  contracts;


§
            maintenance
      contracts can create variations in revenue levels and may cause
      fluctuations in quarterly results;


§
            fluctuations
      in demand for services resulting from budget cuts, project delays,
      cyclical downturns or similar events, including the recent economic
      downturn;


§
            the
      possibility and subsequent duration of conflicts involving the United
      States military could cause delays in program operations related to our
      hospitality clients by reducing
travel;


§
            clients'
      decisions to divert resources to other projects, which may limit clients'
      resources that would otherwise be allocated to solutions that we
      provide;


§
            recessionary
      pressures in the United States may reduce the level of travel for business
      and leisure, which may, in turn limit our clients’ resources that would
      otherwise be allocated to solutions that we
  provide;


§
            reductions
      in the prices of services offered by competitors;
  and




21




§
            because
      a significant portion of expenses are relatively fixed, a variation in the
      number of installations or the timing of the initiation or the completion
      of client contracts may cause significant variations in operating results
      from quarter-to-quarter and could result in
  losses.





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.





Sandro
Natale, one of our founders and our current CEO, is intimately involved in our
business and has day-to-day relationships with critical customers. Mr Natale is
also critical to our product development.





We may
not be 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.





A
third party has asserted that we and our customers are infringing on its
intellectual property. Whether successful or not, it could subject us to costly
and time-consuming litigation or expensive licenses, which could harm our
business.




There is
considerable patent and other intellectual property development activity in the
networking field and public Internet access industry. Our success depends, in
part, upon our not infringing upon the intellectual property rights of others.
Our competitors, as well as a number of other entities and individuals, own or
claim to own intellectual property relating to our industry and may have
substantially larger and broader patent portfolios than we do.  We expect
that networking and public Internet access-related intellectual property,
including ours, will be increasingly subject to third-party infringement claims
as the number of competitors in our industry segment grows and the functionality
of products and breadth of services in different industry segments expands and
overlaps.




We have
been named in a complaint by a competitor alleging that we and our customers are
infringing on certain of its patents.




22


We
believe we have meritorious defenses to these allegations.  Our
counsel has contacted counsel for the other party to discuss these
allegations.  Responding to and defending against claims may cause us
to incur significant expense and divert the time and efforts of our management
and employees. Successful assertion of such claims could require that we pay
substantial damages or ongoing royalty payments, prevent us from selling our
products and services, damage our reputation, or require that we comply with
other unfavorable terms, any of which could materially harm our business. In
addition, we may decide to pay substantial settlement costs in connection with
any claim or litigation, whether or not successfully asserted.




Litigation
with respect to intellectual property rights in the networking and Internet
access industries is not uncommon and can often involve patent holding companies
who have little or no product revenue and against whom our own patents may
provide little or no deterrence.  As our customers increasingly demand that
we indemnify them broadly from all damages and losses resulting from
intellectual property litigation against them, we may also be obligated to
indemnify our customers or business partners in connection with any such
litigation, which could further exhaust our resources. Furthermore, as a result
of an intellectual property challenge, we may be required to enter into royalty,
license or other agreements. We may not be able to obtain these agreements on
terms acceptable to us or at all. We may have to incur substantial cost in
re-designing our products and services to avoid infringement claims. In
addition, disputes regarding our intellectual property rights may dissuade
potential customers from purchasing such products and services. As such,
third-party claims with respect to intellectual property may reduce sales of our
products and services, and may have a material and adverse effect on our
business.





The
market in which we compete is intensely competitive and actions by competitors
could render our services less competitive, causing revenue and income to
decline.





The
ability to compete depends on a number of factors outside of our control,
including:





§
            the
      prices at which others offer competitive systems, including aggressive
      price competition and discounting on individual contracts, which may
      become increasingly prevalent due to worsening economic
      conditions;


§
            the
      ability of competitors to undertake more extensive marketing
      campaigns;


§
            the
      extent, if any, to which competitors develop proprietary offerings that
      improve their ability to compete;


§
            the
      ability of our  customers to supply the solutions themselves;
      and


§
            the
      extent of competitors' responsiveness to customer
  needs.





We may
not be able to compete effectively on these or other
factors.   If we are unable to compete effectively, market
position, and therefore revenue and profitability, would decline.





The
uncertain environment in the lodging industry and the economy will continue to
impact our financial results and growth.





The
present economic slowdown and the uncertainty over its breadth, depth and
duration have left it unclear whether the lodging industry’s growth environment
during the past few years will continue. Many economists have reported that the
U.S. economy is in a recession. Recent substantial increases in transportation
fuel costs, increases in air and ground travel costs and decreases in airline
capacity that could stem from higher fuel costs, could also reduce demand for
our customers’ hotel rooms which could result in lower demand for our solutions.
Accordingly, our financial results and growth could be harmed if the economic
slowdown continues for a significant period or becomes worse, or if
transportation costs remain at current high levels for an extended period or
increase further.





International
business exposes our company to various foreign requirements, which could
interfere with business or operations and could result in increased expenses and
declining profitability.





International
operations create special risks, including:




23




§
            statutory
      requirements, which may impair our ability to expatriate foreign profits
      to help fund domestic operations;


§
            greater
      difficulties in managing and supplying turnkey installation at foreign
      locations;


§
            cultural
      differences that adversely affect
utilization;


§
            unexpected
      changes in trading policies, legal and regulatory requirements, tariffs
      and other foreign taxes;


§
            greater
      difficulties in enforcing agreements with clients and collecting accounts
      receivable;


§
            the
      tax system of foreign countries, which may tax our foreign income at
      higher rates than in the United States and may subject foreign earnings to
      withholding requirements or tariffs, exchange controls or other
      restrictions;


§
            legal
      requirements and regulations of various foreign countries, which may make
      compliance by us with such laws and regulations difficult and may make
      enforcement of our intellectual property rights more difficult;
      and


§
            fluctuations
      in currency exchange rates, which may affect demand for our products and
      services and may adversely affect the profitability in United States
      dollars of services provided by us in foreign markets where payment for
      its products and services is made in the local currency; and general
      economic conditions in the foreign countries into which we sell, which
      could have an adverse impact on its earnings from operations in those
      countries.





If
we and/or our product offerings fail to perform effectively, our reputation, and
therefore our competitive position and financial performance, could be
harmed.





Many of
our new installation opportunities come from existing clients or from referrals
by existing clients.   Therefore, growth is dependent on our
reputation and on client satisfaction.   The failure to provide
solutions or perform services that meet a client's expectations may damage our
reputation and harm its ability to attract new business.   Damage
to our reputation arising from client dissatisfaction could therefore harm
financial performance.





The
inability to protect intellectual property could harm our competitive position
and financial performance.





Despite
efforts to protect proprietary rights from unauthorized use or disclosure,
parties, including former employees or consultants, may attempt to disclose,
obtain or use our solutions or technologies.   The steps we have
taken may not prevent misappropriation of solutions or technologies,
particularly in foreign countries where laws or law enforcement practices may
not protect proprietary rights as fully as in the United
States.   Unauthorized disclosure of proprietary information
could make our solutions and technologies available to others and harm our
competitive position.





There
are risks associated with our planned growth.





We have
limited assets available to rely upon for adjusting to business variations and
for growing new businesses. Should we 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.





The
sales cycle for our products is lengthy and unpredictable.





The sales
cycle between an initial customer contact and execution of a contract or license
agreement with a customer, or purchase of our products, can vary widely.
Initially, we must educate our customers about the potential applications and
benefits association with our products. In addition, changes in our customers’
budgets, or the priority they assign to control network administration and
development could also affect the sales cycle.





24


Due
to our foreign client installations in Canada, the Caribbean and Europe, we are
exposed to transaction adjustments with respect to foreign
currency.





Our
functional currency is the United States dollar. However, our operating
functional currency is the Canadian Dollar. Under United States dollar
functional currency, the financial statements of foreign subsidiaries are
re-measured from the recording currency to the United States
dollar.   The resulting re-measurement adjustment has been
recorded as separate component of stockholder’s equity. We believe that
operating under United States dollar functional currency, combined with
transacting business in countries with traditionally stable currencies mitigates
the effect of any near-term foreign currency transaction adjustments on our
financial position, results of operations and cash flows.





We have
not engaged in foreign currency hedging transactions nor do we have any
derivative financial instruments.  However, going forward, we will
assess the need to enter into hedging transactions to limit its risk due to
fluctuations in exchange rates.





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.  This may cause delays in the timing of transactions,
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.





Shareholders
may suffer dilution upon the exercise of outstanding options.





As of
April 30, 2010, we had exercisable stock options outstanding to purchase
13,212,500 shares of common stock.  To the extent such options are
exercised there will be further dilution. In addition, in the event that any
future financing should be in the form of securities convertible into, or
exchangeable for, equity securities, investors may experience additional
dilution upon the conversion or exchange of such securities.




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





As of
April 30, 2010, a total of 10,106,001 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. As of February 15, 2008, Rule 144 was
amended to provide that a person who is not affiliated with the issuer, holding
restricted securities for a period of six months may thereafter sell those
securities, if the issuer is current with its reporting requirements. Persons
who are not affiliated with the issuer and who have held their restricted
securities for at least one year are not subject to any limitations. 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.





25


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
4. CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





Based on
management’s evaluation (with the participation of our Chief Executive Officer
(CEO) and Chief Financial Officer (CFO)), as of the end of the period
covered by this report, our CEO and CFO have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), are
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in Securities and Exchange Commission rules and forms, and is accumulated and
communicated to management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.





Changes in Internal Control
over Financial Reporting





There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





Inherent Limitations on
Effectiveness of Controls





Our
management, including the CEO and CFO, does not expect that our disclosure
controls or our internal control over financial reporting will prevent or detect
all error and all fraud. 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. 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. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all control
issues and instances of fraud, if any, have been detected. The design of any
system of controls is based in part on 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. Projections of
any evaluation of the effectiveness of controls to future periods are subject to
risks. Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with policies or
procedures.





26




PART
II. OTHER INFORMATION





Item 1.
Legal Proceedings.





On
November 17, 2009 the Company was named as a defendant by Nomadix, Inc. in a
complaint for patent infringement of certain U.S. patents.  The matter
is early in its process and it is not possible to reasonably determine the
outcome of this complaint. The Company has been monitoring this situation
closely and believes it has meritorious defenses to the claims. Accordingly, it
is not possible, to assess whether or not the Company needs to reserve for a
potential settlement.





Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds. None





Item 3.
Defaults Upon Senior Securities. None





Item 4.
Submission of Matters to a Vote of Security Holders. None





Item 5.
Other Information. None.





Item 6.
Exhibits and Reports On Form 8-K.





(a)  Exhibits





31.1  Certificate
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act of 1934*





31.2  Certificate
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act of 1934*





32.1  Certificate
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350*





32.2  Certificate
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350*





(b)
Reports on Form 8-K





On
January 14, 2010, the company filed form 8-K with the SEC reporting our results
of operations for the year ended October 31, 2009.





On
November 23, 2009, the company filed form 8-K with the SEC disclosing that the
Company had been a named defendant by Nomadix, Inc.





* Filed
herewith.





27




SIGNATURES





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





Date:
      May 27, 2010
                Superclick,
      Inc./s/
      Sandro NataleName:
      Sandro NataleTitle:
      President & CEO




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