*Table
        of
        Contents*







**Securities
      and Exchange Commission**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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





For
      The
      Quarterly Period Ended July 31, 2008.





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





For
      The
      Transition Period From ______________To_________________





Commission
      File Number 333-31238





**Superclick,
      Inc.**





(Exact
      Name Of Registrant As Specified In Its Charter)





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





10222
      St-Michel Blvd., Suite 300


Montreal,
      Quebec, H1H 5H1


(858)
      518-1387





(Address,
      Including Zip Code, And Telephone Number, Including


Area
      Code, Of Registrant's mailing address in 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 o





The
      number of outstanding shares of the issuer's common stock, $0.0006 par value,
      as
      of August 19, 2008 was 44,937,251.












*Table
        of
        Contents*




**TABLE
      OF CONTENTS**





**Page****Part
                I – Financial
                Information**Item
                1.
            Financial
                StatementsConsolidated
                Balance Sheet as of July 31, 2008
                (Unaudited)
            3Consolidated
                Statements of Operations for the three and nine
                months ended July, 31, 2008 and 2007 (Unaudited)
            4Consolidated
                Statements of Stockholders Equity for the year
                ended October 31, 2007 and the nine months ended July 31, 2008
                (unaudited)
            5Consolidated
                Statements of Comprehensive Income (Loss)for the
                three and nine months ended July 31, 2008 and 2007
                (Unaudited)
            6Consolidated
                Statements of Cash Flows for the three and nine months ended July
                31, 2008
                and2007
                (Unaudited)
            7Notes
                To Consolidated Financial Statements
                (Unaudited)
            8Item
                2.
            Management's
                Discussion and Analysis
            25Item
                3.
            Quantitative
                and Qualitative Disclosures About
                Market
            33Item
                4.
            Controls
                and Procedures
            40**Part
                II – Other
                Information**Item
                1.
            Legal
                Proceedings
            40Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds.
            40Item
                3.
            Defaults
                Upon Senior Securities
            40Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            40Item
                5.
            Other
                Information
            40Item
                6.
            Exhibits
                and Reports on Form 8-K
            40Signatures
            41




2
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          of
          Contents*




**ITEM
      1. FINANCIAL STATEMENTS**




**SUPERCLICK,
      INC.**


Consolidated
      Balance Sheet (Unaudited)


July
      31,
      2008





ASSETSCURRENT
                ASSETSCash
            
            $
            808,040Accounts
                receivable, net (Notes A&B)
            
            
            1,297,943Sales
                Tax refund receivable
            
            
            7,811Inventory
            
            
            171,615Prepaid
                expenses
            
            
            32,105TOTAL
                CURRENT ASSETS
            
            
            2,317,514Fixed
                assets, net (Note C)
            
            
            197,668Deferred
                tax asset
            
            
            68,246TOTAL
                ASSETS
            
            $
            2,583,428LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses (Note D)
            
            $
            561,408Income
                taxes payable (Note E)
            
            
            328,008Deferred
                revenue (Note F)
            
            
            1,214,929Loans
                current portion
            
            
            15,872Notes
                payable (Note G)
            
            
            215,800Convertible
                debentures, net (Note H)
            
            
            961,076Debenture
                warrants (Note H)
            
            
            1,978TOTAL
                CURRENT LIABILITIES
            
            
            3,299,071Loans
                noncurrent portion
            
            
            10,147TOTAL
                LIABILITIES
            
            
            3,309,218COMMITMENTS
                (Note I)STOCKHOLDERS'
                EQUITY (DEFICIT) (Note J)Common
                stock, par value $.0006, 175,000,000 shares authorized; issued and
                outstanding 44,887,251 at July 31, 2008
            
            
            27,473Common
                stock payable
            
            
            18,000Additional
                paid-in capital
            
            
            6,058,244Accumulated
                deficit
            
            
            (6,781,955
            )Accumulated
                other comprehensive gain (loss) (Cumulative translation
                adjustment)
            
            
            (32,412
            )Treasury
                Stock
            
            
            (15,140
            )TOTAL
                STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            (725,790
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            2,583,428





**SEE
      NOTES TO FINANCIAL STATEMENTS**


3
 *Table
          of
          Contents*


**SUPERCLICK,
      INC.**


Consolidated
      Statements of Operations (Unaudited)


For
      the
      Three and Nine Months Ended July 31, 2008 and 2007





Three
                Months Ended
            
            Nine
                Months EndedJuly
                31,
            
            July
                31,2008
            
            2007
            
            2008
            
            2007RevenueNet
                Sales
            
            $
            691,123
            
            $
            820,380
            
            $
            2,498,628
            
            $
            1,725,882Services
            
            
            788,163
            
            
            579,966
            
            
            2,266,819
            
            
            1,673,748Net
                revenue
            
            
            1,479,286
            
            
            1,400,346
            
            
            4,765,447
            
            
            3,399,630Cost
                of goods sold
            
            
            710,025
            
            
            666,547
            
            
            2,330,209
            
            
            1,606,285Gross
                profit
            
            
            769,261
            
            
            733,799
            
            
            2,435,238
            
            
            1,793,345Costs
                and ExpensesSelling,
                general & administrative
            
            
            383,204
            
            
            458,465
            
            
            1,149,485
            
            
            1,198,746Research
                & development
            
            
            44,963
            
            
            43,822
            
            
            134,506
            
            
            117,021Depreciation
            
            
            15,070
            
            
            16,510
            
            
            48,221
            
            
            48,137Total
                costs and expenses
            
            
            443,237
            
            
            518,797
            
            
            1,332,212
            
            
            1,363,904Income
                from operations
            
            
            326,024
            
            
            215,002
            
            
            1,103,026
            
            
            429,441Other
                Income and (Expense)Interest
                income
            
            
            2,129
            
            
            6,233
            
            
            9,883
            
            
            21,062Interest
                expense
            
            
            (60,596
            )
            
            (75,853
            )
            
            (150,436
            )
            
            (236,862
            )Gain
                on forgiveness of debt
            
            
            —
            
            
            21,719
            
            
            —
            
            
            21,719Derivative
                gain (loss)
            
            
            870
            
            
            (42,450
            )
            
            15,985
            
            
            (44,479
            )Total
                other income and (expense)
            
            
            (57,597
            )
            
            (90,351
            )
            
            (124,568
            )
            
            (238,560
            )Net
                income before income taxes
            
            
            268,427
            
            
            124,651
            
            
            978,458
            
            
            190,881Income
                taxes
            
            
            (69,282
            )
            
            —
            
            
            (336,416
            )
            
            —Net
                income
            
            $
            199,145
            
            $
            124,651
            
            $
            642,042
            
            $
            190,881Net
                income per common share:Basic
            
            $
            0.004
            
            $
            0.003
            
            $
            0.015
            
            $
            0.005Diluted
            
            $
            0.003
            
            $
            0.002
            
            $
            0.009
            
            $
            0.003Weighted
                average common shares outstanding:Basic
            
            
            44,285,141
            
            
            41,500,790
            
            
            43,429,325
            
            
            39,990,922Diluted
            
            
            66,539,983
            
            
            71,182,210
            
            
            68,834,437
            
            
            71,861,872





**SEE
      NOTES TO FINANCIAL STATEMENTS**


4
 *Table
          of
          Contents*


**SUPERCLICK,
      INC.**


Consolidated
      Statement of Stockholder's Equity


For
      the
      Year Ended October 31, 2007 and Nine Months Ended July 31, 2008
      (Unaudited)





Deficit
              Accumulated
            
            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, 2006
            
            
            35,612,756
            
            $
            21,315
            
            $
            —
            
            $
            5,442,229
            
            $
            (8,241,404
            )
            $
            88,183
            
            $
            (15,140
            )
            $
            (2,704,817
            )Shares
                issued during the period:Shares
                issued for services
            
            
            867,429
            
            
            520
            
            
            19,832
            
            
            89,186
            
            
            
            
            
            
            
            
            
            
            
            109,538Shares
                issued for interest payable
            
            
            2,094,503
            
            
            1,257
            
            
            
            
            
            86,255
            
            
            
            
            
            
            
            
            
            
            
            87,512Shares
                issued for retirement of convertible debentures
            
            
            2,751,856
            
            
            1,651
            
            
            
            
            
            113,349
            
            
            
            
            
            
            
            
            
            
            
            115,000Stock
                options exercised
            
            
            490,000
            
            
            888
            
            
            11,500
            
            
            23,612
            
            
            
            
            
            
            
            
            
            
            
            36,000Foreign
                Currency Translation Adjustment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (120,085
            )
            
            
            
            
            (120,085
            )Net
                income (loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            817,407
            
            
            
            
            
            
            
            
            817,407BALANCES
                October 31, 2007
            
            
            41,816,544
            
            $
            25,631
            
            $
            31,332
            
            $
            5,754,632
            
            $
            (7,423,997
            )
            $
            (31,902
            )
            $
            (15,140
            )
            $
            (1,659,444
            )Shares
                issued during the period:Shares
                issued for services
            
            
            384,122
            
            
            230
            
            
            (1,832
            )
            
            54,247
            
            
            
            
            
            
            
            
            
            
            
            52,645Shares
                issued for interest payable
            
            
            150,403
            
            
            90
            
            
            
            
            
            16,252
            
            
            
            
            
            
            
            
            
            
            
            16,342Shares
                issued for retirement of convertible debentures
            
            
            1,846,182
            
            
            1,108
            
            
            
            
            
            199,027
            
            
            
            
            
            
            
            
            
            
            
            200,135Stock
                options exercised
            
            
            690,000
            
            
            414
            
            
            (11,500
            )
            
            34,086
            
            
            
            
            
            
            
            
            
            
            
            23,000Foreign
                Currency Translation Adjustment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (510
            )
            
            
            
            
            (510
            )Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            642,042
            
            
            
            
            
            
            
            
            642,042BALANCES
                July 31, 2008
            
            
            44,887,251
            
            $
            27,473
            
            $
            18,000
            
            $
            6,058,244
            
            $
            (6,781,955
            )
            $
            (32,412
            )
            $
            (15,140
            )
            $
            (725,790
            )





**SEE
      NOTES TO FINANCIAL STATEMENTS**


5
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          of
          Contents*


**SUPERCLICK,
      INC.**


Consolidated
      Statements of Comprehensive Income
      (Unaudited)


For
      the
      Three and Nine Months Ended July 31, 2008 and 2007





Three Months Ended July 31,
            
            Nine Months Ended July 31,2008
            
            2007
            
            2008
            
            2007Net
                earnings
            
            $
            199,145
            
            $
            124,651
            
            $
            642,042
            
            $
            117,181Other
                comprehensive incomeForeign
                currency translation adjustment
            
            
            7,742
            
            
            17,395
            
            
            510
            
            
            28,962Net
                comprehensive income
            
            $
            206,887
            
            $
            142,046
            
            $
            642,552
            
            $
            146,143





**SEE
      NOTES TO FINANCIAL STATEMENTS**


6
 *Table
          of
          Contents*


**SUPERCLICK,
      INC.**


Consolidated
      Statements of Cash Flows (Unaudited)


For
      the
      Three and Nine Months Ended July 31, 2008 and 2007





Three Months Ended July 31,,
            
            Nine Months Ended July 31,2008
            
            2007
            
            2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income
            
            $
            199,145
            
            $
            124,651
            
            $
            642,042
            
            $
            117,181Adjustments
                to reconcile net loss to net cash provided (used) by operating
                activities:Depreciation
            
            
            15,070
            
            
            16,510
            
            
            48,221
            
            
            48,137Stock
                issued for services
            
            
            16,666
            
            
            29,750
            
            
            52,645
            
            
            79,644Derivative
                gain on warrants issued with debentures
            
            
            (870
            )
            
            42,450
            
            
            (15,985
            )
            
            44,479Stock
                issued for accrued interest
            
            
            9,865
            
            
            —
            
            
            16,341
            
            
            87,512Gain
                on forgiveness of debt
            
            
            —
            
            
            (21,719
            )
            
            —
            
            
            (21,719
            )CHANGES
                IN CURRENT ASSETS AND CURRENT LIABILITIES: (Net of effect of
                acquisition)(Increase)
                decrease in current assets:Accounts
                receivable
            
            
            (250,946
            )
            
            99,844
            
            
            (531,858
            )
            
            (333,842
            )Other
                receivables
            
            
            36,018
            
            
            3,849
            
            
            31,164
            
            
            22,555Prepaid
                expenses
            
            
            2,362
            
            
            (3,909
            )
            
            (9,610
            )
            
            (29,415
            )Inventory
            
            
            (88,319
            )
            
            (92,204
            )
            
            (6,499
            )
            
            (140,775
            )Increase
                (decrease) in current liabilities:Accounts
                payable and accrued expenses
            
            
            6,020
            
            
            (34,429
            )
            
            20,584
            
            
            (86,898
            )Accrued
                Payroll
            
            
            (6,349
            )
            
            62,363
            
            
            25,414
            
            
            55,071Income
                taxes payable
            
            
            69,282
            
            
            —
            
            
            336,416
            
            
            —Deferred
                revenue
            
            
            (7,813
            )
            
            338,824
            
            
            (133,949
            )
            
            548,743CASH
                PROVIDED (USED) FOR OPERATING ACTIVITIES
            
            
            131
            
            
            565,980
            
            
            474,926
            
            
            390,673CASH
                FLOWS FROM INVESTING ACTIVITIES:Acquisition
                of furniture and equipment
            
            
            —
            
            
            (13,154
            )
            
            (15,291
            )
            
            (14,251
            )CASH
                USED FOR INVESTING ACTIVITIES
            
            
            —
            
            
            (13,154
            )
            
            (15,291
            )
            
            (14,251
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Repayment
                of loans
            
            
            (36,147
            )
            
            (19,084
            )
            
            (74,896
            )
            
            (24,085
            )Repayment
                of convertible debenture
            
            
            (89,649
            )
            
            (298,352
            )
            
            (360,436
            )
            
            (398,352
            )Stock
                options exercised
            
            
            2,000
            
            
            9,000
            
            
            34,500
            
            
            19,000CASH
                USED FOR FINANCING ACTIVITIES
            
            
            (123,796
            )
            
            (308,436
            )
            
            (400,832
            )
            
            (403,437
            )EFFECT
                OF EXCHANGE RATE CHANGES ON CASH
            
            
            (13,172
            )
            
            24,240
            
            
            (40,354
            )
            
            26,278NET
                INCREASE (DECREASE) IN CASH
            
            
            (136,837
            )
            
            268,630
            
            
            18,449
            
            
            (737
            )CASH,
                beginning of period
            
            
            944,877
            
            
            650,553
            
            
            789,591
            
            
            919,920CASH,
                end of period
            
            $
            808,040
            
            $
            919,183
            
            $
            808,040
            
            $
            919,183Interest
                paid
            
            $
            10,351
            
            $
            76,908
            
            $
            78,990
            
            $
            82,736Taxes
                paid
            
            $
            —
            
            $
            (3,450
            )
            $
            2,888
            
            $
            70,250Other
                non-cash investing and financing activities:Shares
                issued for services
            
            $
            16,666
            
            $
            29,750
            
            $
            52,645
            
            $
            96,644Shares
                issued for accrued interest
            
            $
            9,865
            
            $
            —
            
            $
            16,342
            
            $
            87,512Shares
                issued for debt
            
            $
            100,135
            
            $
            —
            
            $
            200,135
            
            $
            115,000





**SEE
      NOTES TO FINANCIAL STATEMENTS**


7
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          of
          Contents*


Superclick,
      Inc.


Notes
      to Consolidated Financial Statements
      (Unaudited)


For
      The
      Three and Nine Months Ended July 31, 2008 and 2007





**NOTE
      A-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




Basis
      of Presentation





The
      unaudited financial statements of Superclick, Inc. as of July 31, 2008 and
      for
      the three and nine month periods ended July 31, 2008 and 2007 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, 2007. In the
      opinion of management, all adjustments (consisting only of normal recurring
      adjustments) considered necessary for a fair presentation of the interim
      financial information have been included. The results of operations for any
      interim period are not necessarily indicative of the results of operations
      for
      the entire year.




Organization





In
      October, 2003, Superclick, Inc. (formerly Grand Prix Sports, Inc.) completed
      an
      acquisition of Superclick Networks, Inc. The acquisition was accounted for
      as a
      recapitalization effected by a reverse merger, wherein Superclick Networks,
      Inc.
      is considered the acquirer for accounting and financial reporting purposes
      (collectively, Superclick Inc. and Superclick Networks Inc. are referred to
      hereinafter as the “Company”). The pre-merger assets and liabilities of the
      acquired entity have been brought forward at their book value and no goodwill
      has been recognized. The accumulated deficit of Superclick Networks, Inc. has
      been brought forward, and common stock and additional paid-in-capital of the
      combined company have been retroactively restated to give effect to the exchange
      rates as set forth in the merger agreement.





Superclick
      Networks, Inc. was organized on August 24, 2000, in Montreal, Quebec, Canada.
      For purposes of the financial reporting of our reverse merger acquisition,
      the
      date of inception is considered to be August 24, 2000.





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





On
      October 6, 2003 Superclick, Inc. amended its articles of incorporation by
      changing the name of the Company from Grand Prix Sports, Inc. to Superclick,
      Inc. to more accurately reflect the nature of its business after the
      recapitalization effected by the reverse merger.


8
 *Table
          of
          Contents*


Pursuant
      to a share purchase agreement dated October 7, 2003, Superclick, Inc. acquired
      100% of the issued and outstanding shares of Superclick Networks, Inc. from
      its
      shareholders. In consideration for acquiring all of Superclick Network’s shares
      Superclick, Inc. issued to its previous shareholders 14,025,800 shares of
      Superclick, Inc.’s common stock. As a result of the acquisition, the former
      shareholders of Superclick Networks, Inc. held immediately after the acquisition
      71.7% of the issued and outstanding shares of Superclick, Inc.’s common stock.
      The remaining 28.3% were held by Superclick, Inc.’s (formerly Grand Prix Sports,
      Inc.) shareholders.





Concurrent
      with the reverse merger of Superclick, Inc. with Superclick Networks, Inc,
      the
      Company retroactively affected a 6 for 1 common stock split and retroactively
      assigned $0.0006 par value to common stock where no value had been previously
      stated. All share and per share amounts shown in these financial statements
      reflect the stock split for all periods presented.





Pursuant
      to its reverse merger with Superclick Networks Inc., Superclick, Inc. changed
      its year-end to October 31 to coincide with the year-end of Superclick Networks,
      Inc. The Company emerged from the development stage during 2005 as its principal
      operations had commenced and its national rollout had been completed.
      Accordingly, the Company revised the presentation of its Consolidated Statements
      of Operations to reflect that of a commercial enterprise.





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





Summary
      of Significant Accounting Principles





Principles
      of consolidation





The
      consolidated financial statements include the accounts of Superclick, Inc.
      and
      its majority-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.





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.


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Accounts
      receivable





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





Inventories





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





Property
      and equipment





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





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





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





Long-lived
      assets





Statement
      of Financial Accounting Standards No. 144, "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.




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.


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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
      recognize revenue upon customer acceptance and satisfying the other applicable
      conditions of the above described accounting policy.





Shipping
      and handling costs





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





Advertising





The
      Company expenses all advertising as incurred. For the three months ended July
      31, 2008 and 2007, the Company incurred approximately $48,951 and $53,393,
      respectively in marketing and advertising expense. For the nine months ended
      July 31, 2008 and 2007, the Company incurred approximately $63,149 and $106,316,
      respectively in advertising expense.





Earnings
      (Loss) per common share





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





Issuance
      of common stock




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


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Income
      taxes





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





Impact
      of accounting standards





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





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”).
      This statement requires balance sheet recognition of the funded status, which
      is
      the difference between the fair value of plan assets and the benefit obligation,
      of pension and postretirement benefit plans as a net asset or liability, with
      an
      offsetting adjustment to the accumulated other comprehensive income in
      shareholders’ equity. In addition, the measurement date, the date at which plan
      assets and the benefit obligation are measured, is required to be the company’s
      fiscal year end.


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





In
      December 2007, the FASB issued SFAS 141(revised 2007), Business
      Combinations (“SFAS 141R”). SFAS 141R will significantly change the
      accounting for business combinations in a number of areas including the
      treatment of contingent consideration, contingencies, acquisition costs,
      IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
      deferred tax asset valuation allowances and acquired income tax uncertainties
      in
      a business combination after the measurement period will impact income tax
      expense. SFAS 141R is effective for fiscal years beginning after
      December 15, 2008 and, as such, the Company will adopt this standard in
      fiscal 2010. The Company has not yet determined the impact, if any, of
      SFAS 141R on its consolidated financial statements.




In
      December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of ARB No. 51
      (“SFAS 160”). SFAS 160 will change the accounting and reporting for
      minority interests, which will be recharacterized as noncontrolling interests
      (NCI) and classified as a component of equity. This new consolidation method
      will significantly change the account with minority interest holders.
      SFAS 160 is effective for fiscal years beginning after December 15,
      2008 and, as such, the Company will adopt this standard in fiscal 2010. The
      Company has not yet determined the impact, if any, of SFAS 160 on its
      consolidated financial statements.





In
      March
      2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and
      Hedging Activities—an amendment of FASB Statement No. 133. SFAS 161 amends SFAS
      133 and changes the disclosure requirements for derivative instruments and
      hedging activities. Entities are required to provide enhanced disclosures about
      (a) how and why an entity uses derivative instruments, (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and
      its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance, and
      cash flows. The Statement is effective for financial statements issued for
      fiscal years and interim periods beginning after November 15, 2008, with early
      application encouraged. We are currently assessing the financial impact of
      SFAS
      161 on our consolidated statements.





In
      May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt
      Instruments That May Be Settled in Cash upon Conversion (Including Partial
      Cash
      Settlement)” (FSP APB 14-1). FSP APB 14-1 requires recognition of both the
      liability and equity components of convertible debt instruments with cash
      settlement features. The debt component is required to be recognized at the
      fair
      value of a similar instrument that does not have an associated equity component.
      The equity component is recognized as the difference between the proceeds from
      the issuance of the note and the fair value of the liability. FSP APB 14-1
      also
      requires an accretion of the resulting debt discount over the expected life
      of
      the debt. This FSP shall be effective for financial statements issued for fiscal
      years beginning after December 15, 2008, and interim periods within those fiscal
      years. Early adoption is not permitted. We are currently evaluating the impact
      of FSP APB 14-1.


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Concentrations
      of credit risk





The
      Company performs ongoing credit evaluations of its customers. As of July 31,
      2008, two customers accounted for 43% (29% and 14%) of accounts receivable.
      As
      of July 31, 2007, one customer accounted for 39% of accounts receivable.





During
      the three months ended July 31, 2008, two customers accounted for 33% (23%
      and
      10%) of sales. During the nine months ended July 31, 2008, no customer accounted
      for more than 10% of sales.





During
      the three months ended July 31, 2007, the Company’s two largest customers
      accounted for 39% (29% and 10%) of sales. During the nine months ended July
      31,
      2007, the company’s two largest customers accounted for 31% (19% and 12%) of
      sales.





For
      the
      three months ended July 31, 2008 and 2007, approximately 36% and 25% of the
      Company's net sales were made to customers outside the United States. For the
      nine months ended July 31, 2008 and 2007, 32% and 30% 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.





Disclosure
      about Fair Value of Financial Instruments





The
      Company estimates that the fair value of all financial instruments at July
      31,
      2008, as defined in FASB 107, does not differ materially from the aggregate
      carrying values of its financial instruments recorded in the accompanying
      balance sheet. The estimated fair value amounts have been determined by the
      Company using available market information and appropriate valuation
      methodologies. Considerable judgment is required in interpreting market data
      to
      develop the estimates of fair value, and accordingly, the estimates are not
      necessarily indicative of the amounts that the Company could realize in a
      current market exchange.





Accounting
      for Share-Based Compensation





The
      Company adopted the provisions of SFAS 123 (revised 2004), Share-Based
      Payment (SFAS 123(R), which requires the Company to recognize expense
      related to the fair value of share-based compensation awards as of the beginning
      of the second quarter in fiscal 2006. Management elected to use the modified
      prospective transition method as permitted by SFAS 123(R) and therefore has
      not restated the Company’s financial results for prior periods.


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Foreign
      Currency Translation





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





Research
      and development





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





**NOTE
      B – ACCOUNTS RECEIVABLE**





The
      accounts receivable balance of $1,297,943 as of July 31, 2008 is reported net
      of
      an allowance for doubtful accounts of $52,647.





**NOTE
      C - PROPERTY AND EQUIPMENT**





Property
      and equipment consisted of the following at July 31, 2008:





Computer
                hardware
            
            $
            217,161Furniture
                & fixtures
            
            
            152,363Computer
                software
            
            
            103,035Leasehold
                improvements
            
            
            34,242Fabrication
                mold and dye
            
            
            22,181528,982Accumulated
                depreciation
            
            
            (331,314
            )Fixed
                assets, net
            
            $
            197,668





Depreciation
      expense for the three months ended July 31, 2008 and 2007 was $15,070 and
      $16,510. Depreciation expense for the nine months ended July 31, 2008 and 2007
      was $48,221 and $48,137.





**NOTE
      D – ACCOUNTS PAYABLE**





Accounts
      payable of $561,408 at July 31, 2008 consisted of $351,999 in trade payables,
      $6,637 related to professional fees, $36,633 of accrued interest and $166,139
      of
      accrued payroll.





**NOTE
      E – INCOME TAXES PAYABLE**





As
      of
      July 31, 2008, $328,008 was accrued for income taxes payable to the Canadian
      and
      Provincial income tax authorities. The Company recorded a provision for income
      taxes of $69,282 and $336,416 for the three and nine months ended July 31,
      2008
      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.


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**NOTE
      F – DEFERRED REVENUE**





Deferred
      revenue consists of funds received in advance of services being performed.
      As of
      July 31, 2008, the deferred revenue balance of $1,214,929 consisted of 1)
      $626,542 related to support and maintenance for multiple customers; 2) $466,660
      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) $121,727
      related to customer deposits for future hardware installations.





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





**NOTE
      G – NOTES PAYABLE TO FORMER SHAREHOLDERS OF HOTEL NET,
      LLC**





The
      Company currently has five notes outstanding to the former shareholders of
      Hotel
      Net LLC. Four of the notes have a face amount of $70,000 payable quarterly
      through December 31, 2009 and do not accrue interest. The interest, if imputed,
      would be immaterial to these financial statements taken as a whole.





The
      remaining note originally dated August 31, 2005 has a face amount of $70,000,
      accrues interest at the rate of nine percent (9%) per annum, is convertible
      into
      shares of common stock at a conversion price of $.50, matured on January 1,
      2006
      and is currently in default.





During
      the three and nine months ended July 31, 2008, the Company recognized $1,665
      and
      $4,995, respectively of interest expense on the single interest bearing note.
      The principle balance on all of the notes as of July 31, 2008 was
      $215,800.





**NOTE
      H – CONVERTIBLE DEBENTURE**





In
      August
      2005, the Company completed a private placement of convertible debentures
      generating gross proceeds of $2.25 million and the issuance of warrants to
      purchase 965,997 shares of the Company’s common stock. The convertible
      debentures matured in August 2006 and now bear interest of 12% payable quarterly
      at the option of the Company in cash or stock. The debentures and warrants
      are
      convertible into the Company's common stock at a conversion price equal to
      80%
      of the average closing bid price of the Company's common stock for the 45
      trading days preceding a conversion date.


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Pursuant
      to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial Instruments
      Indexed to, and Potentially Settled in, a Company's Own Stock, the warrants
      issued in connection with the convertible debentures meet the requirements
      of
      and are accounted for as a liability. Using the Black-Scholes option-pricing
      method, the value of the warrants is reassessed at each balance sheet date
      and
      marked to market as a derivative gain or loss until exercised or expiration.
      Upon exercise of each of the warrants, the related liability is removed by
      recording an adjustment to additional paid-in-capital. The warrants had a value
      of $17,963 at October 31, 2007. As of July 31, 2008, the value of the warrants
      was reassessed using the Black-Scholes option-pricing model using the following
      assumptions: expected term 2.0 years, exercise price $.30, volatility 31%,
      risk
      free rate 3.98%, and zero dividend yield. The warrants have a value of $1,978
      at
      July 31, 2008. For the three and nine months ended July 31, 2008, the Company
      recognized a derivative gain of $870 and $15,985, respectively. For the three
      and nine months ended July 31, 2007, the Company recognized a derivative loss
      of
      $42,450 and $44,479, respectively.





Debenture
      Repayments





During
      the three and nine months ended July 31, 2008, the Company made payments
      totaling $210,000 and $625,904, respectively, towards accrued interest and
      principle on our debenture. During the three and nine months ended July 31,
      2007, the Company made payments totaling $426,873 and $729,385, respectively,
      towards accrued interest and principle on our debenture as described in the
      following table:





Three
              Months
              Ended July
              31, 2008
            
            Nine Months
              Ended July
              31, 2008
            
            Three
              Months
              Ended July
              31, 2007
            
            NineMonths
              Ended July
              31, 2007Total principle payments
            
            $
            189,784
            
            $
            530,572
            
            $
            298,381
            
            $
            513,381Total
                interest payments
            
            
            20,216
            
            
            95,332
            
            
            128,492
            
            
            216,004Total
                payments
            
            
            210,000
            
            
            625,904
            
            
            426,873
            
            
            729,385Breakdown
                of debenture payments by the issuance of stock or cash:Total
                cash paid for debenturePrinciple
            
            
            89,649
            
            
            330,436
            
            
            298,381
            
            
            398,381Interest
            
            
            10,351
            
            
            78,990
            
            
            128,492
            
            
            128,492Total
                cash payments
            
            
            100,000
            
            
            409,426
            
            
            426,873
            
            
            526,873Total
                stock issued for debenture:Principle
            
            
            100,135
            
            
            200,135
            
            
            —
            
            
            115,000Interest
            
            
            9,865
            
            
            16,342
            
            
            —
            
            
            87,512Total
                stock payments
            
            
            110,000
            
            
            216,478
            
            
            —
            
            
            202,512Total
                payments
            
            $
            210,000
            
            $
            625,904
            
            $
            426,873
            
            $
            729,385Total
                shares issued
            
            
            1,003,324
            
            
            1,996,585
            
            
            —
            
            
            4,846,359





Debenture
      Interest





During
      the three and nine months ended July 31, 2008, the Company incurred $34,978
      and
      $110,094, respectively, in interest expense. During the three and nine months
      ended July 31, 2007, the Company incurred $62,217 and $200,840, respectively,
      in
      interest expense. As of July 31, 2008, the company had accrued interest payable
      of $14,762 related to our debenture.


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**NOTE
      I - COMMITMENTS**





On
      October 1, 2004 the Company began a lease for office space. The lease extends
      through September 30, 2009 at a rate of $5,699 per month. The Company financed
      computer equipment with a loan term which extends through September 28, 2009
      at
      a rate of $1,575 per month. At July 31, 2008, our contractual obligations under
      these commitments were as follows:




Rent
            
            Equipment
            
            Total2008
            
            $
            17,097
            
            $
            4,488
            
            $
            21,5852009
            
            
            68,388
            
            
            22,200
            
            
            90,588$
            85,485
            
            $
            26,688
            
            $
            112,173





During
      the three and nine months ended July 31, 2008, the Company incurred $17,713
      and
      $53,140, respectively, in rent expense. During the three and nine months ended
      July 31, 2007, the Company incurred $16,594 and $47,245, respectively, in rent
      expense.





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





**NOTE
      J - PREFERRED AND COMMON STOCK**





Preferred
      Stock





The
      Company has authorized 20,000,000 shares of $.0001 par value preferred stock
      available for issuance. No shares of preferred stock have been issued as of
      July
      31, 2008.





Private
      Placement and Warrant Activity





During
      the year ended October 31, 2007, the Company issued 2,094,503 shares of common
      stock in exchange for $87,512 of interest payable and 2,751,856 shares of common
      stock in exchange for $115,000 of principle related to the convertible
      debentures.





During
      the nine months ended July 31, 2008, the Company issued 1,846,182 shares of
      common stock in exchange for $200,135 of debenture principle and 150,403 shares
      of common stock in exchange for $16,342 of accrued interest related to our
      debentures.





Stock
      issued for Services





During
      the year ended October 31, 2007, the Company issued 867,429 shares for services
      with 380,122 to directors for services rendered valued at $39,472, 75,000 shares
      to outside advisors valued at $17,250, 412,307 shares to our Chairman, Todd
      Pitcher for services rendered valued at $32,984 and 141,656 shares issued in
      November 2008 for which the Company accrued $19,832 for director compensation
      as
      of October 31, 2007 as reflected in out statement of shareholder’s equity
      bringing the total value of stock issued and to be issued to $109,538 during
      2007. Value for shares issued for services is based on fair market value of
      our
      stock on the date of issuance.


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During
      the nine months ended July 31, 2008, the Company issued 384,122 shares of common
      stock in exchange for director services. 141,656 shares were issued for services
      performed with $19,832 expensed in the fourth quarter of our fiscal year ending
      October 31, 2007. 138,303 shares were issued for services performed with $17,979
      expensed in our first fiscal quarter ending January 31, 2008. 104,163 shares
      were issued for services performed with $16,666 expensed in our second fiscal
      quarter ending April 30, 2008. The Company has accrued $18,000 to common stock
      payable for director services performed during the quarter ending July 31,
      2008
      and we anticipate the issuance of common stock for these services during our
      fourth fiscal quarter.





*Common
      Stock Options*





During
      the year ended October 31, 2007, 490,000 options were exercised resulting in
      $24,500 to the company and the issuance of 490,000 shares of common stock.
      An
      additional 230,000 options were exercised on October 31, 2007 with the exercise
      price of $11,500 received and shares issued in November 2007. Also, during
      the
      year, the Company canceled 1,549,792 options (874,792 options due to employee
      terminations and 675,000 voluntary cancellations from upper
      management).





During
      the nine months ended July 31, 2008, 690,000 shares of common stock were issued
      pursuant to option exercises resulting in $34,500 to the Company. No other
      option activity occurred.





**NOTE
      K - WARRANTS**





At
      July
      31, 2008 the Company had 965,997 warrants related to convertible debentures
      outstanding entitling the holder thereof the right to purchase one common share
      for each warrant held as follows:





ExerciseWarrant
            
            Number of
            
            Price Per
            
            ExpirationClass
            
            Warrants
            
            Warrant
            
            DateDebenture
            
            
            735,370
            
            
            >or=to
                $0.30
            
            
            7/31/2010Debenture
            
            
            230,627
            
            
            >or=to
                $0.30
            
            
            8/17/2010Total
            
            
            965,997





During
      the year ended October 31, 2007, no warrants were issued or exercised and
      1,899,999 warrants expired.





During
      the nine months ended July 31, 2008, 200,000 “A” Warrants
      expired.


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**NOTE
      L – 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 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, 2007, 490,000 options were exercised resulting in
      $24,500 to the company and the issuance of 490,000 shares of common stock.
      An
      additional 230,000 options were exercised on October 31, 2007 with the exercise
      price of $11,500 received and shares issued during the three months ended
      January 31, 2008. Also, during the year, the Company canceled 1,549,792 options
      (874,792 options due to employee terminations and 675,000 voluntary
      cancellations from upper management).





During
      the nine months ended July 31, 2008, 690,000 shares of common stock were issued
      pursuant to option exercises. 230,000 of the exercises were recorded as common
      stock payable as of October 31, 2007 and 460,000 options were exercised in
      exchange for $23,000 during 2008.





The
      following table summarizes the Company's stock option activity for the nine
      months ended July 31, 2008:





2008Weighted AverageShares
            
            Exercise PriceOutstanding
                at beginning of year
            
            
            14,462,356
            
            $
            0.070Granted
            
            
            —
            
            
            —Forfeited
            
            
            —
            
            
            —Exercised
            
            
            (460,000
            )
            
            0.050Outstanding
                at end of quarter
            
            
            14,002,356
            
            $
            0.075Options
                exerciseable at quarter end
            
            
            14,002,356





The
      following table summarizes information about the Company's stock options
      outstanding at July 31, 2008:


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Options Outstanding
            
            Options ExercisableNumber
            
            Weighted
            
            Weighted
            
            
            
            WeightedRange of
            
            Outstanding
            
            Average
            
            Average
            
            
            
            AverageExercise
            
            At July 31,
            
            Contractural
            
            Exercise
            
            Number
            
            ExercisePrices
            
            2008
            
            Life (years)
            
            Price
            
            Outstanding
            
            Price$        
                0.50
            
            
            589,856
            
            
            —
            
            $
            0.500
            
            
            589,856
            
            $
            0.5000.65
            
            
            137,500
            
            
            —
            
            
            0.650
            
            
            137,500
            
            
            0.6500.05
            
            
            13,275,000
            
            
            —
            
            
            0.050
            
            
            13,275,000
            
            
            0.050Total
            
            
            14,002,356
            
            
            —
            
            $
            0.075
            
            
            14,002,356
            
            $
            0.075





The
      Company adopted Statement of Financial Accounting Standards No. 123 (revised
      2004), Share-Based Payment (“SFAS 123r”) as of the beginning of the first
      interim or annual reporting period that begins after December 15, 2005. Under
      SFAS 123r, 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 three and
      nine
      months ended July 31, 2008 and 2007, the Company recognized no compensation
      expense. The Company has recorded compensation expense of $767,017 through
      July
      31, 2008.





*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 (the "Stock
      Incentive Plan"). The Stock Incentive Plan provides for the issuance of Options,
      Restricted Stock, and/or Deferred Stock to an Awardee. The total number of
      shares of Common Stock which may be awarded under the Plan is 1,500,000. If
      any
      awarded shares are forfeited, they become available for future issuance. An
      annual aggregate limit of 300,000 shares (including Options, Restricted Stock,
      and Deferred Stock) is set for any individual Director.





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





During
      the year ended October 31, 2007, the Company issued 380,122 shares to directors
      for services rendered valued at $39,472 and accrued an additional $19,832 which
      141,656 shares of common stock were issued in November 2007. Value for shares
      issued for services is based on fair market value of our stock on the date
      of
      issuance.


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During
      the nine months ended July 31, 2008, the Company issued 384,122 shares of common
      stock and had accrued as of July 31, 2008 $18,000 in exchange for director
      services. 141,656 shares were issued for services performed in our fourth
      quarter of our fiscal year ending October 31, 2007 and 242,466 shares were
      issued for services performed in our first and second fiscal quarters ending
      April 30, 2008.





**NOTE
      M – NET OPERATING LOSS CARRY FORWARD**





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





At
      October 31, 2006 a valuation allowance for the full amount of the net deferred
      tax asset was recorded because of uncertainties as to the amount of taxable
      income that would be generated in future years. The valuation allowance
      increased by approximately $312,500 for the year ended October 31, 2006,
      assuming a tax rate of 40%.





During
      the year ended October 31, 2007, our U.S. based operation had net income of
      approximately $233,500. Upon application of the subsidiary’s NOL the remaining
      NOL is $5,748,198. If the Company did not have an NOL carry forward taxes
      payable of approximately $93,400, based on a 40% tax rate, would have been
      payable as of October 31, 2007 to the United States and state taxing
      authorities.





United States Corporation Income TaxesYear of Loss
            
            Amount
            
            Expiration DateOctober 31, 2006
            
            $
            781,183
            
            
            October 31, 2026October 31, 2005
            
            
            3,969,331
            
            
            October 31, 2025October 31, 2004
            
            
            898,697
            
            
            October 31, 2024October 31, 2003
            
            
            53,638
            
            
            October 31, 2023December 31, 2002
            
            
            45,349
            
            
            December 31, 2022$
            5,748,198





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





During
      the year ended October 31, 2007, our wholly owned Canadian subsidiary generated
      net income for tax purposes of $948,000. However, application of the
      subsidiary’s NOL resulted in zero tax liability as of October 31, 2007. If the
      Canadian subsidiary did not have an NOL carry forward approximately $320,000
      would have been payable to the Federal and Provincial authorities based on
      a
      combined tax rate of approximately 32%. The subsidiary’s Federal and Provincial
      NOL carry forward balances as of November 1, 2007 are as
      follows:


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Canadian Income Taxes (Stated in CAD)Year of Loss
            
            Federal
            
            Provincial
            
            Expiration DateOctober 31, 2006
            
            $
            221,790
            
            $
            312,532
            
            
            October 31, 2025October 31, 2005
            
            
            —
            
            
            43,125
            
            
            October 31, 2014$
            221,790
            
            $
            355,657





The
      Company recently underwent an audit by the Canadian Federal Government, the
      outcome of which resulted in a potential reduction to the NOL carry forward.
      While the Company plans to contest the adjustment, we have reduced the potential
      NOL available by that amount for purposes of calculating our provision for
      income tax.





The
      Company receives tax credits for research and development activities from
      Revenue Canada, as illustrated below. Deferred tax credits from Revenue Canada
      associated with its research and development activities were fully allowed
      for
      in the fiscal year ended October 31, 2006 and prior. Given the results of
      operations during the year ended October 31, 2007, the Company determined that
      it was more likely than not that the credits would be available for use, thus
      no
      valuation allowance was made for the year ended October 31, 2007. As a result,
      the Company reflected approximately $74,025 USD in tax credits available for
      future use in its October 31, 2007 balance sheet.





(Amounts
                in Canadian Dollars)
            
            **October 31, 2007**Deferred
                tax asset
            
            
            245,467Less:
                Valuation allowance
            
            
            (175,151
            )Net
                deferred tax asset
            
            
            70,316





In
      addition, the Company receives reimbursement of research and development
      activities from the Province of Quebec beyond the tax credits described above.
      As of July 31, 2008, the Company had no receivable for those research and
      development activities.





**NOTE
      N – 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 nine months ended July 31, 2008, Mr.
      Pitcher received $16,395 and $52,731, respectively. In addition, during the
      nine
      months ended July 31, 2008, Mr. Pitcher was issued 104,819 shares of common
      stock for his services as Chairman valued at an average of $0.14 per
      share.





During
      the three and nine months ended July 31, 2007, Mr. Pitcher received $25,240
      and
      $61,272, respectively. In addition, during the nine months ended July 31, 2007,
      Mr. Pitcher was issued 465,789 shares of common stock for his services as
      Chairman valued at $0.08 per share or the fair market value of the stock on
      the
      date of issuance.


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Mrs.
      Papapicco, the spouse of Mr. Natale, Chief Executive Officer of the Company
      and
      former Director of Operations herself became separated from the Company on
      May
      31, 2008. Mrs. Papapicco earned an annual salary of $80,000 Canadian dollars.
      During the three and nine months ended July 31, 2008, she received approximately
      $6,400 and $32,200 in United States dollars.





During
      the three and nine months ended July 31, 2007, Mrs. Papapicco received
      approximately $16,008 and $27,699 in United States Dollars.





**NOTE
      O – GOING CONCERN AND MANAGEMENT’S PLANS**





The
      Company has an accumulated capital deficit and significant debt that raise
      doubt
      about its ability to continue as a going concern. The Company’s continued
      existence is dependent upon its ability to increase operating revenues to
      generate enough cash flow to repay its debt and reduce its deficit. There can
      be
      no assurance that this will occur and the financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





**NOTE
      P - SUBSEQUENT EVENTS**





On
      August
      5, 2008, the Company issued 50,000 shares of common stock in exchange for $2,500
      pursuant to an option exercise.


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





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 and the Caribbean. With the exception of Canadian operations, the
      majority of transactions in other regions are denominated using the United
      States dollar. However, our operations are located in Canada and a significant
      amount of our transactions are in Canadian dollars; therefore, we are 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.





Superclick
      offers turnkey installations to hospitality customers, making more cost
      effective and efficient for them to purchase our SIMS platform. Our plan is
      to
      strengthen our sales and marketing efforts in order to more effectively brand
      our technology and increase our market share, and we believe that these efforts
      will result in greatly increased company and product recognition.





In
      recognition of the growing trend for hoteliers to offer Internet services free
      of charge, and in anticipation of the potential scenario where the model of
      free
      Internet service is ubiquitous, we have developed our IP infrastructure
      management system to allow the customer to leverage their investment by
      promoting a growing suite of revenue generating IP services which are provided
      by our SIMS platform.





***Critical
      Accounting Policies***





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


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***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.





During
      the year ended October 31, 2007 we entered into a license agreement with
      Swisscom Hospitality Service Plus AG. Based on our revenue recognition policy
      we
      are recognizing the entire amount ratably over the 36 month period of the
      agreement.





***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.


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***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 adjustment has been recorded as
      a
      separate component of stockholders' equity and is also reflected in the
      statement of comprehensive income (loss). The financial statements are presented
      in United States dollars.





***Deferred
      Taxes***





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





During
      the year ended October 31, 2007, our U.S. based operation had net income of
      approximately $233,500. Upon application of the subsidiary’s NOL the remaining
      NOL is $5,748,198. If the Company did not have an NOL carry forward taxes
      payable of approximately $93,400, based on a 40% tax rate, would have been
      payable as of October 31, 2007.





United States Corporation Income TaxesYear of Loss
            
            Amount
            
            Expiration DateOctober 31, 2006
            
            $
            781,283
            
            
            October 31, 2026October 31, 2005
            
            
            3,969,331
            
            
            October 31, 2025October 31, 2004
            
            
            898,697
            
            
            October 31, 2024October 31, 2003
            
            
            53,638
            
            
            October 31, 2023December 31, 2002
            
            
            45,349
            
            
            December 31, 2022$
            5,748,298





27
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The
      expiration dates for U.S. net operating losses (NOL) may be extendable under
      Section 381 of the U.S. Internal Revenue Code.





During
      the year ended October 31, 2007, our wholly owned Canadian subsidiary generated
      net income for tax purposes of approximately $948,000 CDN (approximately
      $997,900 USD). However, application of the subsidiary’s NOL resulted in zero tax
      liability as of October 31, 2007. If the Canadian subsidiary did not have an
      NOL
      carry forward, approximately $320,000 would have been payable to the Federal
      and
      Provincial authorities based on a combined tax rate of approximately 32%. The
      subsidiary’s Federal and Provincial NOL carry forward balances as of November 1,
      2007 are as follows:





Canadian Income Taxes (Stated in CAD)Year of Loss
            
            Federal
            
            Provincial
            
            Expiration DateOctober 31, 2006
            
            $
            221,790
            
            $
            312,532
            
            
            October 31, 2025October 31, 2005
            
            
            —
            
            
            43,125
            
            
            October 31, 2014$
            221,790
            
            $
            355,657





The
      Company recently underwent an audit by the Canadian Federal Government, the
      outcome of which resulted in a potential reduction to the NOL carry forward.
      While the Company plans to contest the adjustment, we have reduced the potential
      NOL available by that amount for purposes of calculating our provision for
      income tax.





The
      Company receives reimbursement of research and development activities from
      Revenue Canada beyond the tax credits described above. As of October 31, 2007,
      the Company had recognized approximately $74,025 USD as a receivable for those
      research and development activities.





(Amounts
                in Canadian Dollars)
            
            **October 31, 2007**Deferred
                tax asset
            
            
            245,467Less:
                Valuation allowance
            
            
            (175,151
            )Net
                deferred tax asset
            
            
            70,316


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**Overview** ****





**Results
      of Operations**





THREE
      AND
      NINE MONTHS ENDED JULY 31, 2008 AND 2007





***Revenue***





Net
      Revenue for the three months ended July 31, 2008 and 2007 was $1,479,286 and
      $1,400,346, respectively. Compared to the same period last year, the three
      month
      favorable variance was $78,940, or 5.6%. Net Revenue for the nine months ended
      July 31, 2008 and 2007 was $4,765,447 and $3,399,630, respectively. Compared
      to
      the same period last year, the nine month favorable variance was $1,365,817
      or
      40.2%.





Revenue
      growth was a result of increased activity in the deployment of the company’s
      varied solutions coupled with growth in guest support and maintenance revenues
      as a result of the continued increase in rooms under support.





More
      specifically, quarterly revenue derived from the support and maintenance of
      our
      solutions grew by 35.9% when compared to last year. Similarly, the year-to-date
      growth was 35.4%. Revenue derived from the deployment of solutions was down
      15.8% compared to last year mainly due to the postponement of certain material
      installations to Q4. However, year-to-date showed growth of 44.8%, compared
      to
      last year.





***Gross
      Profit***





Gross
      profit for the three months ended July 31, 2008 and 2007 was $769,261 and
      $733,799, respectively, a 4.8% or $35,462 improvement. Gross margin for the
      three months ended July 31, 2008 and 2007 remained strong at 52.0% and 52.4%,
      respectively.





Gross
      profit and gross margin for the nine months ended July 31, 2008 and 2007 was
      $2,435,238 and 51.1% and $1,793,345 and 52.8%, respectively. With the margins
      remaining strong on a year over year basis the total revenue growth of 40.2%
      produced $641,893 more dollars when compared to last year, resulting in a 35.8%
      improvement on a year-over-year basis.





***Selling,
      General and Administrative***





Selling,
      General and Administrative expenses for the three months ended July 31, 2008
      and
      2007 were $383,204 or 25.9% of net revenue and $458,465 or 32.7% of net revenue,
      respectively. This represents a $75,261 or 16.4% favorable variance compared
      to
      the same quarter last year. The favorable variances were incurred in all areas
      of the business.





For
      the
      nine months ended July 31, 2008 and 2007 SG&A was $1,149,485 or 24.1% of
      revenue and $1,198,746 or 35.3% of revenue, respectively. Compared to last
      year,
      SG&A was not significantly but were $49,261 or 4.1% lower.


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          of
          Contents*


***Research
      and Development***





Research
      and development expenses for the three months ended July 31, 2008 were
      comparable to those of the three months ended July 31, 2007. The current quarter
      expenses were $44,963 or 3.0% of net revenue whereas last year’s quarter
      expenses were $43,822 or 3.1% of net revenue, respectively.





Year-to-date
      research and development expenses were also comparable when compared to last
      year. Expenses for July 31, 2008 and 2007 were $134,506 or 2.8% of net revenue
      and $117,021 or 3.4% of net revenue, respectively.





***Income
      from Operations***





Income
      from Operations for the three months ended July 31, 2008 was $326,024 or 22.0%
      of net revenue, compared to $215,002 or 15.4% of net revenue for the three
      months ended July 31, 2007.




Income
      from Operations for the nine months ended July 31, 2008 was $1,103,026 or 23.1%
      of net revenue, compared to $429,441 or 12.6% of net revenue for the nine months
      ended July 31, 2007.





***Other
      Expense***





For
      the
      three months ended July 31, 2008 and 2007, total other expense was $57,597
      and
      $90,351, respectively. The three month year-over-year decrease was $32,754
      or
      36.3% mainly due to a derivative loss last year. For the nine months ended
      July
      31, 2008 and 2007, total other expense was $124,568 and $238,560, respectively.
      The nine month year-over-year decrease was $113,992 or 47.8% mainly due to
      less
      interest expense as a result of the declining debt and differences in the
      derivative calculation which resulted in a loss last year compared to a gain
      this year. The decrease in other expense for the three and nine months ended
      July 31, 2008 compared to the same period in the prior year was primarily due
      to
      a decrease in interest expense as a result of paying down debt.





***Income
      Taxes***





Income
      taxes for the three and nine months ended July 31, 2008 were $69,282 and
      $336,416, respectively. Income taxes are due in Canada as a result of the
      reported profit realized in the Canadian subsidiary.





***Net
      Income***





The
      Net
      Income for the three months ended July 31, 2008 was $199,145 or 13.5% of revenue
      compared to $124,651 or 8.9% of revenue for the same period last year.





The
      Net
      Income for the nine months ended July 31, 2008 was $642,042 or 13.5% of revenue
      compared to $190,881 or 5.6% of revenue for the same period last year.


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***Earnings
      Per Share***





For
      the
      three months ended July 31, 2008 and 2007, basic earnings per share were $0.004
      compared to $0.003, respectively. Earnings per share fully diluted for the
      current quarter was $0.003 compared to $.002 last year.





For
      the
      nine months ended July 31, 2008 and 2007, basic earnings per share were $0.015
      and $0.005, respectively. Earnings per share fully diluted were $0.009 and
      $0.003, respectively.





Weighted
      average basic shares outstanding for the three and nine months ended July 31,
      2008 were 44,285,141 and 43,429,325, respectively. Weighted average fully
      diluted shares outstanding for the three and nine months ended July 31, 2008
      were 66,539,983 and 68,834,437, respectively.





**Financial
      Condition**





From
      inception to July 31, 2008, we incurred an accumulated deficit of $6,781,955.
      This loss has been incurred through a combination of professional fees and
      expenses supporting our plans to acquire synergistic businesses as well as
      operating losses. However, in 2007 and through the first nine months of our
      fiscal year 2008 we experienced notable organic growth resulting in a larger
      customer base.





We
      have
      financed our operations since inception primarily through equity and debt
      financing. During the three months ended July 31, 2008, we had a net decrease
      in
      cash of $136,837 compared to an increase of $18,449 during the nine months
      ended
      July 31, 2008. Total cash resources as of July 31, 2008 were $808,040 compared
      with $789,591 at October 31, 2007.





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***





Recent
      operating results have slightly alleviated concerns about our ability to
      generate cash flow from operations. Net income for the three and nine months
      ended July 31, 2008 was $199,145 and $642,042, respectively, compared to
      $124,651 and $190,881 for the three and nine months ended July 31, 2007,
      respectively, while cash generated from operations for the nine months ended
      July 31, 2008 was $474,926.





During
      the nine months ended July 31, 2008, the Company has financed operations solely
      with cash generated through sales and the collection of its accounts
      receivable.


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The
      Hotel
      Net LLC notes matured on January 1, 2007. Four of the five notes were canceled
      and replaced with new notes that do not accrue interest and mature December
      31,
      2009. It is not likely that the remaining note will be renegotiated in the
      near
      future. The new balance for notes payable at July 31, 2008 is $215,800.





During
      the nine months ended July 31, 2008, we issued 1,996,585 shares of Common Stock
      in exchange for a reduction in principle and accrued interest of $216,478
      related to our convertible debentures.





During
      the nine months ended July 31, 2008, we expensed $52,645 related to 242,466
      shares issued and $18,000 of shares to be issued for director services.





Our
      independent registered public accountants, Bedinger and Company, have indicated
      that our fiscal year 2007 financial statements have been prepared assuming
      our
      company will continue as a going concern. However, Bedinger and Company has
      noted that our company has suffered past recurring losses from operations
      resulting in an accumulated deficit and significant debt that raise doubt about
      our ability to continue as a going concern.





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





***Off-Balance
      Sheet Arrangements***





At
      July
      31, 2008 we had no obligations that would qualify to be disclosed as off-balance
      sheet arrangements.





***Contractual
      Obligations***





*Equipment
      loan obligation:* Loan
      obligation relates to computer equipment used in the Montreal office. The loan
      term extends through September 28, 2009 at a rate of $1,575 per month.





At
      July
      31, 2008, our equipment loan obligation is as follows:





2008
            
            $
            4,4882009
            
            
            22,200$
            26,688





*Operating
      lease obligations:* Operating
      lease obligations consist of office rental commitment for our offices in
      Montréal, Québec, Canada. On October 1, 2004 we began a lease for office space
      in Montréal. The lease extends through September 30, 2009 at a rate of $5,669
      per month.





At
      July
      31, 2008, our contractual obligations under this lease were as follows:


32
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2008
            
            $
            17,0972009
            
            
            68,388$
            85,485





***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 nine months ended July 31, 2008. 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 have exposure to a legal action brought against several vendors in our
      industry and five of our customers.**





We
      have
      been made aware that several companies providing public Internet access have
      been named in a legal suit brought by a party claiming patent infringement.
      We
      have not been named in the 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 at this stage to
      determine whether we have any exposure to the suit, 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 liability.
      We
      are not defendants to the 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.


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**Our
      continued operations will depend on whether we are able to raise additional
      funds through various potential sources, such as equity and debt financing,
      other collaborative agreements, strategic alliances, and our ability to realize
      the full potential of our technology.**





Such
      additional funds may not become available on acceptable terms and there can
      be
      no assurance that any additional funding that we obtain will be sufficient
      to
      meet our needs in the long term. Through October 31, 2007, a significant portion
      of our financing has been through private placements of common stock warrants
      and convertible debt. Unless our operations continue to generate significant
      revenues, we will continue to fund operations from cash on hand and through
      similar sources of capital previously described. We can give no assurances
      that
      any additional capital that we are able to obtain will be sufficient to meet
      our
      needs. Although the Company was profitable in fiscal 2007, the need for
      additional equity, debt financing or the entering into a strategic alliance
      may
      be required in order to sustain operations.





**We
      have very limited assets upon which to rely for adjusting to business variations
      and for growing new businesses.**





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.





**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


§
            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.


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**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.





**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.


35
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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 slowing and may be in, or nearing, a recession. Recent
      substantaill 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 it 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:





§
            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.


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 *Table
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**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
      very limited assets upon which to rely 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.





**We
      may be unable to promote and expand acceptance to our Media Distribution System
      (MDS) application.**





We
      have
      invested significant resources, time and manpower into the development and
      commercialization of our MDS application. We do not believe that there are
      any
      directly competitive offerings in the market and as such, we are faced with
      a
      challenge to educate our clients’ to the benefits of MDS. Additionally, we are
      faced with the challenge of developing an attractive advertising and marketing
      model that for marketing firms and advertisers that will support our sales
      efforts into the hospitality market. Our MDS application may not be successful
      or we may not be able to establish a viable commercial sales model that can
      scale, which would have a material adverse affect on our revenues, results
      of
      operations and financial condition as we increase our investment in its
      development and commitment to is commercialization.


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**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 and warrants and
      the conversion of convertible notes.**




As
      of
      July 31, 2008, we had exercisable stock options outstanding to purchase
      14,002,356 shares of common stock, warrants to purchase 965,997 shares of common
      stock, and convertible debentures convertible in accordance with a formula
      based
      on the 45 day trailing average price of our common stock. To the extent
      such options or warrants are exercised and convertible notes are converted,
      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
      July 31, 2008, a total of 10,724,334 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.


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          Contents*


**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.


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          Contents*


**ITEM
      4. CONTROLS AND PROCEDURES**





(a)  Evaluation
      of disclosure controls and procedures





As
      required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
      under the supervision and participation of our management, including the
      Company’s President and Chief Financial Officer (who is the principal accounting
      officer). No weaknesses were noted and both the President and Chief Financial
      Officer concluded that the disclosure controls and procedures were effective
      as
      of the most recent fiscal quarter covered by this Form 10-QSB.





(b)
             Changes in internal controls




In
      accordance with Item 308 (c) of Regulation S-B, there were no changes in the
      Company’s internal control reporting in connection with the Company’s evaluation
      of its internal controls that occurred during the most recent fiscal quarter
      covered by this Form 10-QSB.





**PART
      II. OTHER INFORMATION**





Item
      1. Legal Proceedings. None.





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
            Certificateof
                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 pursuantto
                18 U.S.C. Section 1350*





(b)
            Reports
                on Form 8-K




On
      June
      30, 2008, the company filed a form 8-K with the SEC disclosing a quarterly
      conference call hosted by it to discuss financial results.


*
      Filed
      herewith.


40
 *Table
          of
          Contents*


**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:
                August ____, 2008
            Superclick,
                Inc./s/
                Sandro NataleName:
                Sandro NataleTitle:
                President & CEO








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