**Securities
      and Exchange Commission**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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





For
                The Quarterly Period Ended January 31,
                2007.





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





For
                The Transition Period From
                ______________To_________________





Commission
      File Number 333-31238




Superclick,
      Inc.







(Exact
      Name Of Registrant As Specified In Its Charter)





Washington
            
            52-2219677(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              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 California)





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





Yes
x
      No o





The
      number of outstanding shares of the issuer's common stock, $0.0006 par value,
      as
      of February 23, 2007 was 41,082,903.





TABLE
      OF
      CONTENTS





PagePart
                IItem
                1. Financial StatementsConsolidated
                Balance Sheet as of January 31, 2007 (Unaudited)
            
            3Consolidated
                Statements of Operations for the three months ended January 31, 2007
                and
                2006 (Unaudited)
            
            4Consolidated
                Statements of Stockholders Equity for the years Ended October 31,
                2006 and
                2005 and the three months ended January 31, 2007
                (unaudited)
            
            5Consolidated
                Statements of Comprehensive Income (Loss) for the three months ended
                January 31, 2007 and 2006 (Unaudited)
            
            6Consolidated
                Statements of Cash Flows for the three months ended January 31, 2007
                and
                2006 (Unaudited)
            
            7Notes
                To Financial Statements (Unaudited)
            
            8Item
                2. Management's Discussion and Analysis
            
            25Item
                3. Controls and Procedures
            
            35Part
                II - Other InformationItem
                4. Exhibits and Reports on Form 8-K
            
            36Item
                5. Signatures
            
            36




2





**Item
      1 - Financial Statements**





**SUPERCLICK,
                INC.**Consolidated
                Balance Sheet (Unaudited)January
                31, 2007


January
                31,
              2007ASSETSCURRENT
                ASSETSCash
            
            $
            803,684Accounts
                receivable, net (Notes A&B)
            
            
            312,917R&D
                tax credits receivable
            
            
            42,702Sales
                tax refund receivable
            
            
            22,717Inventory
                (Note C)
            
            
            76,523Prepaid
                expenses
            
            
            17,113TOTAL
                CURRENT ASSETS
            
            
            1,275,656Fixed
                assets, net (Note D)
            
            
            223,590TOTAL
                ASSETS
            
            $
            1,499,246LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
              LIABILITIESAccounts
                payable (Note E)
            
            $
            559,344Interest
                payable (Note F)
            
            
            16,741Accrued
                payroll (Note G)
            
            
            75,537Deferred
                revenue (Note H)
            
            
            641,315Loans
                current portion
            
            
            11,407Notes
                payable (Note I)
            
            
            371,000Convertible
                debentures, net (Note J)
            
            
            2,310,000Debenture
                warrants (Note J)
            
            
            290TOTAL
                CURRENT LIABILITIES
            
            
            3,985,634Loans
                noncurrent portion
            
            
            22,848TOTAL
                LIABILITIES
            
            
            4,008,482Commitments
                (Note K)STOCKHOLDERS'
                EQUITY (Note L)Common
                  stock, par value $.0006, 175,000,000 shares authorized; issued
                  and
                  outstanding 38,735,115 at January 31, 2007
            
            
            23,188Common
                stock payable
            
            
            70,925Additional
                paid-in capital
            
            
            5,444,343Accumulated
                deficit
            
            
            (8,101,575
            )Accumulated
                  other comprehensive gain (loss)(Cumulative
                  translation adjustment)
            
            
            69,023Treasury
                Stock
            
            
            (15,140
            )TOTAL
                STOCKHOLDERS' EQUITY
            
            
            (2,509,236
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            1,499,246SEE
                NOTES TO FINANCIAL STATEMENTS




3





**SUPERCLICK,
                INC.**Consolidated
                Statements of Operations (Unaudited)For
                the Three Months Ended January 31, 2007 and
                2006


Three
                    Months Ended
                  January
                    31,2007
                
                2006RevenueNet
                    Sales
                
                $
                237,785
                
                $
                306,923Services
                
                
                523,850
                
                
                355,218Net
                    revenue
                
                
                761,635
                
                
                662,141Cost
                    of goods sold
                
                
                390,643
                
                
                454,825Gross
                    profit
                
                
                370,992
                
                
                207,316Costs
                    and ExpensesSelling,
                    general & administrative
                
                
                304,578
                
                
                618,645Research
                    & development
                
                
                37,684
                
                
                63,850Depreciation
                    & amortization
                
                
                16,314
                
                
                20,034Total
                    costs and expenses
                
                
                358,576
                
                
                702,529Income
                    (loss) from operations
                
                
                12,416
                
                
                (495,213
                )Other
                    Income and (Expense)Interest
                    income
                
                
                8,578
                
                
                -Interest
                    expense
                
                
                (82,367
                )
                
                (56,807
                )Penalty
                    interest on convertible debentures
                
                
                -Loss
                    on the sale of fixed assets
                
                
                -
                
                
                (20,337
                )Amortization
                    of beneficial conversion feature of convertible debentures
                
                
                -
                
                
                (97,632
                )Amortization
                    of deferred financing costs
                
                
                -
                
                
                (53,750
                )Amortization
                    of warrant discount
                
                
                -
                
                
                (157,022
                )Derivative
                    gain (loss)
                
                
                (98
                )
                
                90,265Total
                    other income and (expense)
                
                
                (73,887
                )
                
                (295,283
                )NET
                    LOSS BEFORE TAXES
                
                
                (61,471
                )
                
                (790,496
                )Provision
                    <benefit> for income taxes
                
                
                -
                
                
                -NET
                    LOSS
                
                
                (61,471
                )
                
                (790,496
                )Net
                    (loss) per common share basic and diluted
                
                $
                (0.002
                )
                $
                (0.028
                )Weighted
                    average common shares
                  outstanding
                    basic and diluted
                
                
                37,429,465
                
                
                28,533,843The
                    average shares listed below were not included in the computation
                    of
                    diluted losses per share because to do so would have been antidilutive
                    for
                    the periods presented:Stock
                    options
                
                
                16,694,648
                
                
                1,314,439Warrants
                
                
                3,065,996
                
                
                4,132,661Convertible
                    debentures
                
                
                56,149,981
                
                
                7,557,329SEE
                    NOTES TO FINANCIAL
                    STATEMENTS




4




**SUPERCLICK,
                    INC.**Consolidated
                    Statement of Stockholder's EquityFor
                    the Years Ended October 31, 2006, 2005 and the Three Months Ended
                    January
                    31, 2007 (Unaudited)


Preferred
                    Stock
              
              Common
                    Stock
              
              Additional
              
              Deficit
                        Accumulated during the
              
              Accumulated
                      Other
              
              
              
              TotalNumber
                      of Shares
              
              Amount
              
              Number
                      of Shares
              
              Amount
              
              Subscribed
                      Payable
              
              Paid-in
                    Capital
              
              Developmental
                    Stage
              
              Comprehensive
                          Income (loss)
              
              Treasury
                    Stock
              
              Stockholders'
                    EquityBALANCES
                    October 31, 2004
              
              
              -
              
              
              -
              
              
              24,197,002
              
              $
              14,518
              
              $
              232,000
              
              $
              1,990,268
              
              $
              (1,356,275
              )
              $
              17,644
              
              $
              -
              
              $
              898,155Shares
                    issued during the period:Shares
                    issued for cash (range $0.18-$0.60 per share)
              
              
              
              
              
              
              
              
              1,266,665
              
              
              760
              
              
              
              
              
              372,240
              
              
              
              
              
              
              
              
              
              
              
              373,000Shares
                    issued for services
              
              
              
              
              
              
              
              
              102,067
              
              
              61
              
              
              
              
              
              77,164
              
              
              
              
              
              
              
              
              
              
              
              77,225Shares
                    issued for acquisition of Hotel
                    Net, LLC
              
              
              
              
              
              
              
              
              2,750,000
              
              
              1,650
              
              
              
              
              
              1,645,850
              
              
              
              
              
              
              
              
              
              
              
              1,647,500Stock
                  options exercised
              
              
              
              
              
              
              
              
              51,961
              
              
              31
              
              
              
              
              
              25,949
              
              
              
              
              
              
              
              
              
              
              
              25,980-Treasury
                    stock received for cashless option exercises
              
              
              
              
              
              
              
              
              111,875
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (25,981
              )
              
              (25,981
              )Treasury
                  stock issued for services
              
              
              
              
              
              
              
              
              25,000
              
              
              15
              
              
              
              
              
              8,394
              
              
              
              
              
              
              
              
              10,841
              
              
              19,250-Reduction
                    of treasury stock issued for services
              
              
              
              
              
              
              
              
              (25,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              263,566
              
              
              
              
              
              
              
              
              
              
              
              263,566Subscribed
                  stock issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (232,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              (232,000
              )-Repayment
                    of Hotel Net shareholder investment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (127,600
              )
              
              
              
              
              
              
              
              
              
              
              (127,600
              )Beneficial
                  conversion feature of convertible debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              390,529
              
              
              
              
              
              
              
              
              
              
              
              390,529Foreign
                  Currency Transalation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              48,634
              
              
              
              
              
              48,634Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (4,284,225
              )
              
              
              
              
              
              
              
              (4,284,225
              )BALANCES
                    October 31, 2005
              
              $
              -
              
              $
              -
              
              $
              28,479,570
              
              $
              17,035
              
              $
              -
              
              $
              4,646,360
              
              $
              (5,640,500
              )
              $
              66,278
              
              $
              (15,140
              )
              $
              (925,967
              )Shares
                    issued during the period:Shares
                  issued for services
              
              
              
              
              
              
              
              
              1,355,355
              
              
              813
              
              
              
              
              
              76,687
              
              
              
              
              
              
              
              
              
              
              
              77,500Shares
                  issued for interest payable
              
              
              
              
              
              
              
              
              4,618,993
              
              
              2,772
              
              
              
              
              
              173,648
              
              
              
              
              
              
              
              
              
              
              
              176,420Shares
                  issued for retirement of convertible debentures
              
              
              
              
              
              
              
              
              1,158,838
              
              
              695
              
              
              
              
              
              49,305
              
              
              
              
              
              
              
              
              
              
              
              50,000Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              368,629
              
              
              
              
              
              
              
              
              
              
              
              368,629Foreign
                    currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,905
              
              
              
              
              
              21,905Net
                    <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,399,604
              )
              
              
              
              
              
              
              
              (2,399,604
              )Balances
                    October 31, 2006
              
              
              -
              
              
              -
              
              
              35,612,756
              
              $
              21,315
              
              $
              -
              
              $
              5,314,629
              
              $
              (8,040,104
              )
              $
              88,183
              
              $
              (15,140
              )
              $
              (2,631,117
              )Shares
                    issued during the period:Shares
                    issued for interest payable
              
              
              
              
              
              
              
              
              1,148,338
              
              
              689
              
              
              38,925
              
              
              47,898
              
              
              
              
              
              
              
              
              
              
              
              87,512Shares
                    issued for retirement of convertible debentures
              
              
              
              
              
              
              
              
              1,974,021
              
              
              1,184
              
              
              32,000
              
              
              81,816
              
              
              
              
              
              
              
              
              
              
              
              115,000Foreign
                    currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (19,160
              )
              
              
              
              
              (19,160
              )Net
                    <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (61,471
              )
              
              
              
              
              
              
              
              (61,471
              )Balances
                    January 31, 2007
              
              
              -
              
              
              -
              
              
              38,735,115
              
              $
              23,188
              
              $
              70,925
              
              $
              5,444,343
              
              $
              (8,101,575
              )
              $
              69,023
              
              $
              (15,140
              )
              $
              (2,509,236
              )




SEE
      NOTES
      TO FINANCIAL STATEMENTS




5





**SUPERCLICK,
                INC.**Consolidated
                Statements of Comprehensive Income (Loss)For
                the Three Months Ended January 31, 2007 and 2006
                (Unaudited)




Three
                  Months Ended
                January
                  31,2007
              
              
              2006Net
                  Earnings (Loss)
              $
              (61,471
              )
              $
              (790,496
              )Other
                  Comprehensive Income (Loss)Derivative
                  gain/(loss)
              
              (98
              )
              
              90,265Foreign
                  Currency Translation Adjustment
              
              (19,160
              )
              
              11,168Net
                  Comprehensive (Loss)
              $
              (80,729
              )
              $
              (689,063
              )




SEE
      NOTES
      TO FINANCIAL STATEMENTS


6





**SUPERCLICK,
                INC.**Consolidated
                Statements of Cash Flows (Unaudited)For
                the Three Months Ended January 31, 2007 and
                2006




Three
                  Months Ended
                January
                  31,2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Earnings <loss>
              
              $
              (61,471
              )
              $
              (790,496
              )Adjustments
                    to reconcile net loss to net cash used by operating
                    activities:Depreciation
              
              
              16,314
              
              
              20,034Loss
                  on the sale of fixed assets
              
              
              
              
              
              20,337Compensation
                    expense on intrinsic value of options issued
              
              
              
              
              
              35,094Stock
                  issued for services
              
              
              
              
              
              22,500Amortization
                  of beneficial conversion feature
              
              
              
              
              
              97,632Amortization
                  of warrant discount
              
              
              
              
              
              157,022Derivative
                  gain on warrants issued with debentures
              
              
              98
              
              
              (90,265
              )Stock
                  issued for accrued interest
              
              
              87,512CHANGES
                    IN CURRENT ASSETS AND CURRENT LIABILITIES: (Net of effect of
                    acquisition)
                    (Increase) decrease in current assets:Accounts
                  receivable
              
              
              138,048
              
              
              116,325Other
                  receivables
              
              
              (9,226
              )
              
              79,838Prepaid
                  expenses
              
              
              (2,441
              )
              
              4,904Inventory
              
              
              9,811
              
              
              (24,904
              )Increase
                  (decrease) in current liabilities:Accounts
                  payable and accrued expenses
              
              
              (127,080
              )
              
              (8,381
              )Accrued
                  payroll
              
              
              (18,359
              )
              
              49,236Accrued
                  other
              
              
              
              
              
              13,592Deferred
                  revenue
              
              
              (104,901
              )
              
              119,383CASH
                  USED FOR OPERATING ACTIVITIES
              
              
              (71,695
              )
              
              (178,149
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Acquisition
                  of furniture and equipment
              
              
              (549
              )
              
              (5,701
              )CASH
                  USED FOR INVESTING ACTIVITIES
              
              
              (549
              )
              
              (5,701
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Repayment
                  of loans
              
              
              (2,779
              )
              
              (2,206
              )CASH
                  USED FOR FINANCING ACTIVITIES
              
              
              (2,779
              )
              
              (2,206
              )EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (41,213
              )
              
              (2,087
              )NET
                  INCREASE (DECREASE) IN CASH
              
              
              (116,236
              )
              
              (188,143
              )CASH,
                  beginning of period
              
              
              919,920
              
              
              497,438CASH,
                  end of period
              
              $
              803,684
              
              $
              309,295Interest
                  paid
              
              $
              1,603
              
              $
              65,883Other
                  non-cash investing and financing activities:Shares
                  issued for services
              
              $
              17,000
              
              $
              22,500Shares
                  issued for accrued interest
              
              $
              87,512
              
              $
              -Shares
                  issued for debt
              
              $
              115,000
              
              $
              -




SEE
      NOTES
      TO FINANCIAL STATEMENTS




7


Superclick,
      Inc.


Notes
      to
      Financial Statements (Unaudited)


For
      The
      Three Months Ended January 31, 2007 and 2006





Note
      A-Organization And Summary Of Significant Accounting Policies




Basis
      of Presentation




The
      unaudited financial statements of Superclick, Inc. as of January 31, 2007 and
      for the three month periods ended January 31, 2007 and 2006 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/A for the year ended October 31, 2006. 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





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 1 to 100 common stock split and retroactively
      assigned $0.0006 par value to common stock where no value had been previously
      stated. All share and per share amounts shown in these financial statements
      reflect the stock split for all periods presented.





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.





In
      order
      to support its business plan, Superclick, Inc. will continue to rely on equity
      financing, and might also seek additional debt financing. There can be no
      assurance that any such additional financing will be available on terms, in
      amounts, or at timing acceptable to the Company, if available at
      all.





Summary
      of Significant Accounting Principles





Principles
      of consolidation





The
      consolidated financial statements include the accounts of Superclick Networks,
      Inc. and its majority-owned subsidiaries, Superclick, Inc. and Hotel Net LLC,
      which are 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.


9





Cash
      and cash equivalents





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





Accounts
      receivable





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





Inventories





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





Property
      and equipment





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





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





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





Long-lived
      assets





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


10





Revenue
      recognition policy





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





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





Shipping
      and handling costs





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





Advertising





The
      Company expenses all advertising as incurred. For the three months ended January
      31, 2007 and 2006, the Company incurred approximately $7,063 and $2,823,
      respectively in marketing and advertising expense.





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 loss per share is calculated using the weighted average number of common
      shares outstanding in the period. Diluted loss per share includes potentially
      dilutive securities such as outstanding options and warrants, using the
“treasury stock” method and convertible securities using the "if-converted"
      method. The assumed exercise of options and warrants and assumed conversion
      of
      convertible securities have not been included in the calculation of diluted
      loss
      per share as the affect would be anti-dilutive.





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.


11





Income
      taxes





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





Impact
      of accounting standards





In
      May
      2005, the FASB issued SFAS No. 154 “Accounting Changes and Error Corrections - a
      replacement of APB Opinion No. 20 and FASB Statement No. 3.” This Statement
      replaces APB Opinion No. 20, “Accounting Changes”, and FASB Statement No. 3,
“Reporting Accounting Changes in Interim Financial Statements” and changes the
      requirements for the accounting for and reporting of a change in accounting
      principle. This Statement applies to all voluntary changes in accounting
      principle.  It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provision. When a pronouncement includes specific transition
      provisions, those provisions should be followed. The Company has no transactions
      that would be subject to SFAS 154.





In
      February 2006, the FASB issued SFAS 155 "Accounting for Certain Hybrid Financial
      Instruments, an amendment of FASB Statements No. 133 and 140. This Statement
      amends FASB Statements No. 133, Accounting for Derivative Instruments and
      Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities. This Statement resolves
      issues addressed in Statement 133 Implementation Issue No. D1, Application
      of
      Statement 133 to Beneficial Interests in Securitized Financial Assets. This
      Statement:





a.
      Permits fair value re-measurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require bifurcation;





b.
      Clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133;





c.
      Establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring
      bifurcation;





d.
      Clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives;





e.
      Amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial
      instrument.


12





This
      Statement is effective for all financial instruments acquired or issued after
      the beginning of an entity's first fiscal year that begins after September
      15,
      2006. The fair value election provided for in paragraph 4 of this Statement
      may
      also be applied upon adoption of this Statement for hybrid financial instruments
      that had been bifurcated under paragraph 12 of Statement 133 prior


to
      the
      adoption of this Statement. Earlier adoption is permitted as of the beginning
      of
      an entity's fiscal year, provided the entity has not yet issued financial
      statements, including financial statements for any interim period for that
      fiscal year. Provisions of this Statement may be applied to instruments that
      an
      entity holds at the date of adoption on an instrument-by-instrument basis.
      The
      Company does not believe that this recent accounting pronouncement will have
      a
      material impact on their financial position or results of
      operations.





In
      March
      2006, the FASB issued SFAS No. 156 ("FAS 156"), "Accounting for Servicing of
      Financial Assets--An Amendment of FASB Statement No. 140." Among other
      requirements, FAS 156 requires a company to recognize a servicing asset or
      servicing liability when it undertakes an obligation to service a financial
      asset by entering into a servicing contract under certain situations. Under
      FAS
      156 an election can also be made for subsequent fair value measurement of
      servicing assets and servicing liabilities by class, thus simplifying the
      accounting and provide for income statement recognition of potential offsetting
      changes in the fair value of servicing assets, servicing liabilities and related
      derivative instruments. The Statement will be effect beginning the first fiscal
      year that begins after September 15, 2006. The Company does not believe that
      this recent accounting pronouncement will have a material impact on their
      financial position or results of operations.





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. The Company currently is evaluating the Statement to determine
      what impact, if any, it will have on the Company.


13





Concentrations
      of credit risk





The
      Company performs ongoing credit evaluations of its customers. For the three
      months ended January 31, 2007, two customers individually accounted for 23%
      (10%
      and 13%) of accounts receivable.





For
      the
      three months ended January 31, 2006, five customers individually accounted
      for
      78% (21%, 18%, 16%, 12% and 11%) of accounts receivable.





During
      the three months ended January 31, 2007, the Company’s largest customer
      accounted for 15% of sales.





During
      the three months ended January 31, 2006, the Company’s largest customer
      accounted for 41% of sales.





For
      the
      three months ended January 31, 2007 and 2006, approximately 30% of the Company's
      net sales were made to customers outside the United States.





Disclosure
      about Fair Value of Financial Instruments





The
      Company estimates that the fair value of all financial instruments at January
      31, 2007, as defined in FASB 107, does not differ materially from the aggregate
      carrying values of its financial instruments recorded in the accompanying
      balance sheet. The estimated fair value amounts have been determined by the
      Company using available market information and appropriate valuation
      methodologies. Considerable judgment is required in interpreting market data
      to
      develop the estimates of fair value, and accordingly, the estimates are not
      necessarily indicative of the amounts that the Company could realize in a
      current market exchange.





Foreign
      Currency Translation





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





Research
      and development





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





NOTE
      B
      - ACCOUNTS RECEIVABLE





The
      accounts receivable balance of $312,917 as of January 31, 2007 is reported
      net
      of an allowance for doubtful accounts of $174,849.


14





NOTE
      C
      - INVENTORY





Inventory
      is comprised of computer equipment and stated at the lower of cost or market,
      as
      determined using the first in, first out method. The following table represents
      the major components of inventory at January 31, 2007.





Computer
                equipment
            
            $
            76,523$
            76,523





NOTE
      D
      - PROPERTY AND EQUIPMENT





Property
      and equipment consisted of the following at January 31, 2007:





Computer
                hardware
            
            $
            166,196Furniture
                & fixtures
            
            
            125,329Computer
                software
            
            
            85,767Leasehold
                improvements
            
            
            29,784Fabrication
                mold and dye
            
            
            19,293426,369Accumulated
                depreciation
            
            
            (202,779
            )Fixed
                assets, net
            
            $
            223,590





During
      the three months ended January 31, 2006, the Company received no proceeds on
      the
      disposal of office equipment and furniture whose historical cost was $31,446.
      The disposal resulted in a write-down in accumulated depreciation of $5,309,
      and
      a loss of $20,337.





Depreciation
      expense for the three months ended January 31, 2007 and 2006 was $16,314 and
      $20,034, respectively.





NOTE
      E
      - ACCOUNTS PAYABLE





Accounts
      payable at January 31, 2007 consisted of $545,918 in trade payables and $13,426
      related to professional fees.





NOTE
      F
      - INTEREST PAYABLE





Interest
      is accrued on the debts of the Company for the $2,310,000 of outstanding
      convertible debentures (See Note J) and $371,000 due to the former shareholders
      of Hotel Net LLC (See Note I). As of January 31, 2007, the Company had payable
      $0 and $16,740 to the holders of the convertible debentures and former
      shareholders of Hotel Net LLC, respectively.





NOTE
      G
      - ACCRUED PAYROLL





Accrued
      payroll consisted of $40,584 of accrued wages and $34,953 of accrued vacation
      payable.


15





NOTE
      H
      - DEFERRED REVENUE





Deferred
      revenue consists of funds received in advance of services being performed.
      As of
      January 31, 2007, the deferred revenue balance of $641,315 consisted of $548,966
      related to support and maintenance (described below) and $92,349 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
      I
      - NOTES PAYABLE TO FORMER SHAREHOLDERS OF HOTEL NET, LLC





As
      filed
      on September 6, 2005, the Company closed its definitive agreement to purchase
      100% of the membership interest of Hotel Net LLC. Pursuant to the terms of
      the
      definitive agreement, the Company issued face amount $350,000 of notes payable.





The
      notes
      matured on January 1, 2006. The notes were canceled and replaced with new notes
      that accrue interest at the rate of nine percent (9%) per annum and mature
      January 1, 2007. $21,000 of accrued interest on the former notes was added
      to
      the principle of the new notes. Therefore, the new balance for notes payable
      at
      October 31, 2006 is $371,000. For the three months ended January 31, 2007 and
      2006, the Company recognized $8,416 and $2,589, respectively of interest expense
      on these notes, which is reflected in interest payable.





NOTE
      J
      - 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.





The
      issuance costs related to the convertible debentures of approximately $215,000
      in cash were capitalized and amortized over the life of the debt. For the three
      months ended January 31, 2007 and 2006, the Company recognized $0 and $53,750,
      respectively as other expense related to the amortization of the issuance costs.





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 $193 at October 31, 2006. As of January 31, 2007, the value of the warrants
      was reassessed using the Black-Scholes option-pricing model using the following
      assumptions: expected term 3.5 years, exercise price $.03, volatility 34%,
      risk
      free rate 4.83%, and zero dividend yield. The warrants have a value of $290
      at
      January 31, 2007. For the three months ended January 31, 2007 and 2006, the
      Company recognized a derivative loss of $98 and gain of $90,265, respectively.


16





The
      initial warrant discount of $658,973 to the debenture was amortized over the
      term of the debenture. During the three months ended January 31, 2007, and
      2006,
      the Company recognized $0 and $157,022, respectively, in non-cash interest
      expense related to the warrant discount.




The
      Company determined that the $1.75 million debenture was issued with a $390,529
      beneficial conversion feature (“BCF”) on the date of issuance. The BCF was be
      amortized to interest expense over the life of the debenture during fiscal
      year
      2006. For the three months ended January 31, 2007 and 2006 the Company
      recognized $0 and $97,632 in non-cash interest expense attributable to the
      amortization of the BCF.





During
      the three months ended January 31, 2007, the Company retired a total of $115,000
      of debenture principle. Of the $115,000, $83,000 was exchanged for the issuance
      of 1,974,021 shares of common stock (See Note L) with $32,000 recorded in equity
      as common stock payable for principle that has been converted, but whose shares
      were not issued until the subsequent quarter.





During
      the three months ended January 31, 2007 and 2006, the Company incurred $72,348
      and $51,397 in interest expense related to the convertible debentures. During
      the three months ended January 31, 2007, the Company issued 1,148,338 in
      exchange for $48,547 of accrued interest with $38,925 recorded in equity as
      common stock payable for interest that has been converted, but whose shares
      were
      not issued until the subsequent quarter. As of January 31, 2007, there is no
      interest due on the convertible debentures.





NOTE
      K
      - COMMITMENTS





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





Future
      lease payments under these operating leases are as follows:





Year
                Ended October 31,2007
            
            
            42,4442008
            
            
            56,5922009
            
            
            56,5922010
            
            
            -$
            155,628





During
      the three months ended January 31, 2007 and 2006, the Company incurred $14,148
      and $23,290, respectively in rent expense.





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


17





NOTE
      L
      - 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 have been issued as of January 31,
      2007.





Private
      Placement and Warrant Activity





During
      the year ended October 31, 2005, 100,000 “A” Warrants were exercised resulting
      in gross proceeds of $60,000. 2,099,999 “A” Warrants were unexercised as of
      October 31, 2006 (See Note M).





In
      August
      of 2005, the Company issued $2,250,000 of convertible debentures with 965,997
      warrants attached (See Note J).





During
      the year ended October 31, 2006, the Company issued 4,618,993 shares of common
      stock in exchange for $176,420 of interest payable and 1,158,838 shares of
      common stock in exchange for $50,000 of principle related to the convertible
      debentures.





During
      the three months ended January 31, 2007, the Company issued 1,148,338 shares
      of
      common stock in exchange for $48,547 of interest payable and 1,974,021 shares
      of
      common stock in exchange for $83,000 of principle related to the convertible
      debentures.





Stock
      issued for Services





During
      the year ended October 31, 2005 the Company issued 102,067 shares to the members
      of the Board of Directors for services rendered. Total value of the issuances
      was $77,225. Value for shares issued for services is based on fair market value
      of our stock on the date of issuance.





During
      the year ended October 31, 2006 the Company issued 1,355,355 shares to the
      members of the Board of Directors for services rendered. Total value of the
      issuances was $77,500. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.




During
      the three months ended January 31, 2007, no stock was issued for services.
      However, the company did accrue $17,000 related to our quarterly director
      compensation expense.





Stock
      Options





During
      the year ended October 31, 2005, three employees exercised their vested options
      by utilizing the option’s cashless feature whereby the exercise price of the
      common stock received is paid for with a portion of the shares exercised and
      which shares are returned to the company as Treasury Stock in lieu of cash.
      In
      total, 111,875 options were exercised with 51,961 shares of common stock issued
      to the optionees and 58,664 shares of common stock issued in the name of
      Superclick with $25,981 recorded to Treasury Stock.





On
      March
      3, 2005 the Board of Directors increased the employee stock option pool
      established by the employee stock option plan to 3,500,000 from 2,000,000 (See
      Note N).


18





On
      October 30, 2006 the Board of Directors increased the employee stock option
      pool
      established by the employee stock option plan to 30,000,000 from 3,500,000
      (See
      Note N).





During
      the year ended October 31, 2006, 111,667 options were canceled due to employee
      terminations, 376,250 options were exchanged for new options, and 15,523,750
      shares were granted and no options were exercised. The Company granted
      15,900,000 fully vested options to employees on October 30, 2006. Each option’s
      strike price is equal to the closing price of the stock on the date of grant,
      or
      $.05. Pursuant to SFAS 123r, Share-Based Payment, the company recognized expense
      of $277,875 related to this grant as calculated using the Black Scholes Option
      Pricing Model. Of the 15,900,000 grants, 376,250 represent new shares issued
      in
      place of previously granted shares which were deeply out-of-the-money and
      cancelled in conjunction with the issuance of the new grants. The 376,250
      options exchanged for new, lower priced options was treated as a repricing
      pursuant to SFAS 123r, Share-Based Payment, and resulted in the Company
      recognizing expense of $6,735, which represented the difference in fair value
      of
      the new options over the repriced options as calculated using the Black Scholes
      Option Pricing Model.





During
      the three months ended January 31, 2007, 37,500 options were canceled due to
      previous employee terminations. No other option activity occurred.





NOTE
      M
      - WARRANTS





At
      January 31, 2007 the Company had 2,099,999 "A" Warrants and 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:


19




Warrant
                  Class
              
              Number
                  of
                Warrants
              
              Exercise
                  Price Per Warrant
              
              Expiration
                DateA
              
              
              55,555
              
              $
              0.60
              
              
              4/14/07A
              
              
              100,000
              
              $
              0.60
              
              
              4/19/07A
              
              
              444,444
              
              $
              0.60
              
              
              4/19/07A
              
              
              100,000
              
              $
              0.60
              
              
              4/23/07A
              
              
              200,000
              
              $
              0.60
              
              
              4/29/07A
              
              
              100,000
              
              $
              0.60
              
              
              4/29/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/7/07A
              
              
              200,000
              
              $
              0.60
              
              
              5/10/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/12/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/17/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/24/07A
              
              
              11,000
              
              $
              0.60
              
              
              5/24/07A
              
              
              100,000
              
              $
              0.60
              
              
              6/2/07A
              
              
              100,000
              
              $
              0.60
              
              
              6/16/07A
              
              
              89,000
              
              $
              0.60
              
              
              6/17/07A
              
              
              200,000
              
              $
              0.60
              
              
              3/30/08Subtotal
              
              
              2,099,999Debenture
              
              
              735,370
              
              
              >or=to
                  $0.30
              
              
              07/31/10Debenture
              
              
              230,627
              
              
              >or=to
                  $0.30
              
              
              08/17/10Subtotal
              
              
              965,997Total
              
              
              3,065,996




During
      the year ended October 31, 2005, 100,000 “A” Warrants were exercised resulting
      in $60,000 to the Company and the issuance of 100,000 shares of Common
      Stock.





During
      the year ended October 31, 2006, no warrants were issued or exercised and
      966,665 “B” Warrants expired.





During
      the three months ended January 31, 2007, there was no warrant
      activity.





NOTE
      N
      - STOCK INCENTIVE PLAN





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





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


20





During
      the year ended October 31, 2006, the Board of Directors authorized an increase
      in the shares allotted under the Plan to 30,000,000 shares. Also, during fiscal
      year 2006, 111,667 options were canceled due to employee terminations, 376,250
      options were exchanged for new options, 15,523,750 shares were granted and
      no
      options were exercised. The balance of options outstanding at the end of the
      year was 16,732,148. The Company granted 15,900,000 fully vested options to
      employees on October 30, 2006. Of these grants, 376,250 represent new shares
      issued in place of previously granted shares which were deeply out-of-the-money
      and cancelled in conjunction with the new grants. Each option’s strike price is
      equal to the closing price of the stock on the date of grant, or $.05. The
      Company has recorded compensation expense of $767,017 through October 31,
      2006.





During
      the three months ended January 31, 2007, 37,500 options were canceled due to
      previous employee terminations bringing the total stock options outstanding
      to
      16,694,648. No other option activity occurred.





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





The
      Stock
      Incentive Plan shall have a duration of ten years commencing on January 1,
      2004.
      Awardees are defined as 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.


21





The
      following table summarizes the Company's stock option activity for the three
      months ended January 31, 2007:




2007Shares
            
            
            Weighted
                Average
              Exercise
                PriceOutstanding
                at beginning of period
            
            
            16,732,148
            
            $
            0.05Granted
            
            
            -
            
            
            -Forfeited
            
            
            (37,500
            )
            
            0.54Exercised
            
            
            -
            
            
            -Outstanding
                at end of quarter
            
            
            16,694,648
            
            $
            0.07Options
                exerciseable at quarter end
            
            
            16,694,648





The
      following table summarizes information about the Company's stock options
      outstanding at January 31, 2007:





Options
                Outstanding
            
            Options
                ExercisableRange
                of
              Exercise
                Prices
            
            Number
                Outstanding At January 31, 2007
            
            Weighted
                Average Contractural Life (years)
            
            WeightedAverage
                Exercise Price
            
            Number
                Outstanding
            
            Weighted
                Average Exercise Price$
            0.50
            
            
            642,356
            
            
            -
            
            $
            0.50
            
            
            642,356
            
            $
            0.500.65
            
            
            137,500
            
            
            -
            
            
            0.65
            
            
            137,500
            
            
            0.650.60
            
            
            14,792
            
            
            -
            
            
            0.60
            
            
            14,792
            
            
            0.600.05
            
            
            15,900,000
            
            
            -
            
            
            0.05
            
            
            15,900,000
            
            
            0.05Total
            
            
            16,694,648
            
            
            -
            
            $
            0.07
            
            
            16,694,648
            
            $
            0.07





During
      2006, the Company adopted Statement of Financial Accounting Standards No. 123
      (revised 2004), Share-Based Payment (“SFAS 123r”) using the Modified Prospective
      Method. During the three months ended January 31, 2007, the Company did not
      recognize any compensation expense





NOTE
      O
      - 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 and $1,587,700 for the year ended October 31, 2006 and 2005,
      respectively, assuming a tax rate of 40%.


22





United
                States Corporation Income Taxes


Year
                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
            
            
            80,395
            
            
            December
                31, 2022December
                31, 2001
            
            
            91,564
            
            
            December
                31, 2021December
                31, 2000
            
            
            88,027
            
            
            December
                31, 2020December
                31, 1999
            
            
            18,936
            
            
            December
                31, 2019$
            5,981,771





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





Canadian
                Income Taxes (Stated in CAD)


Year
                of Loss
            
            Amount
            
            Expiration
                DateOctober
                31, 2006
            
            $
            280,849
            
            
            October
                31, 2013October
                31, 2005
            
            
            481,617
            
            
            October
                31, 2012October
                31, 2004
            
            
            45,462
            
            
            October
                31, 2011October
                31, 2003
            
            
            5,322
            
            
            October
                31, 2010October
                31, 2002
            
            
            350,910
            
            
            October
                31, 2009October
                31, 2001
            
            
            24,879
            
            
            October
                31, 2008$
            1,189,039





At
      October 31, 2006 a valuation allowance for the full amount of the net deferred
      tax asset generated during that year was recorded because of uncertainties
      as to
      the amount of taxable income that would be generated in future years.




Although
      the Company continues to receive deferred tax credits from Revenue Canada
      associated with its research and development activities, the Company fully
      allowed for the credits resulting from these activities in fiscal years October
      31, 2005 and 2006.





The
      Company receives reimbursement of research and development activities from
      Revenue Canada beyond the tax credits described above. As of January 31, 2007,
      the Company has recognized $42,702 as a receivable for those research and
      development activities.





NOTE
      P
      - RELATED PARTY TRANSACTION





Mr.
      Pitcher, Chairman of the Company, provides consulting services to the Company
      in
      exchange for monthly compensation of $2,500 and related expenses. During the
      three months ended January 31, 2007, Mr. Pitcher received
      $8,150.


23





NOTE
      Q
      - GOING CONCERN AND MANAGEMENT’S PLANS





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





NOTE
      R
      - SUBSEQUENT EVENTS





During
      February 2007, the Company issued 1,724,000 shares of common stock in exchange
      for $70,925 of debenture principle and interest.





During
      February 2007, the Company issued 623,682 shares of common stock to its
      directors for services. The shares are valued at $49,895 based on the fair
      market value of $.08.


24


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





The
      Company derives the majority of its revenue from installation of its Superclick
      Internet Access Management System (SIMS) and fees for the maintenance,
      continuing call center support, and improvements to the system. Maintenance
      fees
      are tied to number of rooms served or access points in a client’s facility. Due
      to the Company's reliance on installation and/or retrofit contracts, variations
      in revenue levels may cause fluctuations in quarterly results. Factors such
      as a
      client's commitment to providing internet access to their guests/tenants,
      general economic and industry conditions and other issues could affect the
      Company's revenue and quarterly earnings. Quarterly revenue and earnings of
      the
      Company may also be impacted by the size of individual contracts relative to
      the
      annual revenues of the Company.





The
      Company’s working operations are based in Canada, with contracts throughout
      Canada, the U.S., Mexico extending into Europe and the Carribbean. With the
      exception of Canadian operations, the majority of transactions in other regions
      are denominated using the United States dollar. However, some of the Company's
      transactions are in Canadian dollars; therefore, the Company is exposed to
      currency fluctuation risks.





We
      continue to develop our product offering and IP management solutions, driven
      principally by customer demands. Superclick emerged from the development stage
      during the fiscal year ended October 31, 2005, during which substantially all
      of
      the Company’s efforts were focused on commercial activities.





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.


25





***Revenue
      Recognition***





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





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





***Accounts
      receivable***





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





***Inventories***





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





***Income
      taxes***





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


26


***Foreign
      Currency Translation***





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





***Deferred
      Taxes***





In
      assessing the realization 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%.





**Overview**





**Results
      of Operations**





THREE
      MONTHS ENDED JANUARY 31, 2007 AND 2006





***Revenue***





Net
      Revenue for the three months ended January 31, 2007 and 2006 was $761,635 and
      $662,141, respectively. Compared to the same period last year, the three month
      favorable variance of $99,494, or 15.0% was mainly due to an increase in the
      number of rooms under support.





***Gross
      Profit***





Gross
      profit for the three months ended January 31, 2007 and 2006 was $370,992 and
      $207,316 respectively. The three month year-over-year increase in gross profit
      of $163,676 or 79.0% was mainly due to the growth in room support activities,
      which increased 47.5% compared to the same period last year. The increase in
      gross profit along with efficient and streamlined operating activities resulted
      in the margin to increase by 55.6% to 48.7% compared to 31.3% for the same
      period last year.


27





***Selling,
      General and Administrative***





Selling,
      General and Administrative expenses for the three months ended January 31,
      2007
      and 2006 were $304,578 or 40.0% and $618,645 or 93.4% respectively. The three
      month year-over-year favorable variance of $314,067 or 50.8% was mainly due
      to
      savings realized as a result of restructuring, lower professional fees and
      a
      stronger US dollar compared to the Canadian dollar.





***Research
      and Development***





Research
      and development expenses for the three months ended January 31, 2007 and 2006
      were $37,684 or 4.9% and $63,850 or 9.6% respectively. The three month
      year-over-year favorable variance of $26,166 or 41.0% was mainly due to lower
      R&D equipment purchases and lower head count.





***Income
      from Operations***





As
      a
      result, Income from Operations for the three months ended January 31, 2007
      was
      $12,416 or 1.6%, compared to a loss of ($495,213) or (74.8%), respectively.





***Other
      Income and Expenses***





Interest
      expense for the three months ended January 31, 2007 and 2006 was $82,637 and
      $56,807. The three month year-over-year increase reflects the increase in
      interest rate and principal on the convertible debentures.





Interest
      income for the three months ended January 31, 2007 and 2006 was $8,578 and
      $0.
      The three month year-over-year increase is as a result of interest earned on
      the
      investing of the Company’s cash balance





During
      the three month period ended January 31, 2007 and 2006, amortization expense
      related to the beneficial conversion feature, deferred financing costs and
      warrant discount amounted to <$98> and $218,139. The conversion feature,
      deferred financing costs and warrant discounts have been fully amortized as
      at
      October 31, 2006.





Total
      other income and expenses for the three months ended January 31, 2007 and 2006
      was ($73,887) and ($295,283), respectively.




***Net
      Loss***





The
      Net
      loss for the three months ended January 31, 2007 was $61,471 or (8.1%) compared
      to a loss of $790,496 or (119.4%) for the same period last year.




**Financial
      Condition**





From
      inception to January 31, 2007, we incurred an accumulated deficit of $8,101,575,
      and we expect to incur additional losses into the foreseeable future. This
      loss
      has been incurred through a combination of professional fees and expenses
      supporting our plans to acquire synergistic businesses as well as continued
      losses of the operating subsidiary.


28


We
      have
      financed our operations since inception primarily through equity and debt
      financing. During the three months ended January 31, 2007, we had a net decrease
      in cash of $116,236. Total cash resources as of January 31, 2007 was $803,684
      compared with $919,920 at October 31, 2006.





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





***The
      Company's Liquidity Plan***





Recent
      operating results give rise to concerns about our ability to generate cash
      flow
      from operations sufficient to sustain ongoing viability. Net loss for the three
      months ended January 31, 2007 was $61,471, while cash used for operations was
      $71,695.





During
      the three months ended January 31, 2007, the Company financed operations solely
      with cash generated through sales and the collection of its accounts
      receivable.





During
      the three months ended January 31, 2007, of our convertible debentures, the
      Company exchanged $202,512 of principle and interest in exchange for 3,122,359
      shares of common stock and $70,925 of common stock payable, which resulted
      in
      the issuance of 1,724,000 shares of common stock in February 2007.





Our
      independent registered public accountants, Bedinger and Company, have indicated
      that our 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 recurring losses from operations that raises substantial
      doubt about its 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.





**Risk
      Factors**





**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.*




29





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;
  ·
              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
                  could
                  provide; and
  ·
              reductions
                  in the prices of services offered by competitors.





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




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





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





Our
      employees, customer relationships and intellectual property may not be adequate
      to provide us with a competitive advantage or to prevent competitors from
      entering the markets for our products and services. Additionally, our
      competitors could independently develop non-infringing technologies that are
      competitive with, and equivalent or superior to, our technology. Monitoring
      infringement and/or misappropriation of intellectual property can be difficult,
      and there is no guarantee that we would detect any infringement or
      misappropriation of our proprietary rights.




Even
      if
      we do detect infringement or misappropriation of our proprietary rights,
      litigation to enforce these rights could cause us to divert financial and other
      resources away from our business operations. The departure of certain key
      personnel could harm the financial condition of the Company.





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


30





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





*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;services
                  offered by competitors.




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




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




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


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




·
            the
                        extent of competitors' responsiveness to customer needs.




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





*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.




31





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





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





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





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





*There
      are risks associated with our planned growth.*





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





Some
      of
      the information in this 10QSB contains forward-looking statements that involve
      substantial risks and uncertainties. You can identify these statements by
      forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
      "estimate," "intend" and "continue," or similar words. You should read
      statements that contain these words carefully because they:




·
            discuss
                              our future expectations;




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





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


32





*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
      remeasured from the recording currency to the United States dollar. The
      resulting remeasurement 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
      January 31, 2007, we had exercisable stock options outstanding to purchase
      16,694,648 shares of common stock, warrants to purchase 3,065,996 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
      February 15, 2007, a total of 14,611,847 shares of our outstanding common stock
      were "restricted securities" and could be sold in the public markets only in
      compliance with Rule 144 adopted under the Securities Act of 1933 or other
      applicable exemptions from registration. Rule 144 provides that a person holding
      restricted securities for a period of one year may thereafter sell, in brokerage
      transactions, an amount not exceeding in any three-month period the greater
      of
      either (i) 1% of the issuer's outstanding common stock or (ii) the average
      weekly trading volume in the securities during a period of four calendar weeks
      immediately preceding the sale. Persons who are not affiliated with the issuer
      and who have held their restricted securities for at least two years are not
      subject to the volume limitation. Possible or actual sales of our common stock
      by present shareholders under Rule 144 could have a depressive effect on the
      price of our common stock.


33





*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.




34


ITEM
      3.
      CONTROLS AND PROCEDURES





(a)  Evaluation
      of disclosure controls and procedures





As
      required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
      under the supervision and participation of our management, including the
      Company’s Acting President and Chief Financial Officer (who is the principal
      accounting officer). Both evaluated the effectiveness of the Company’s
      disclosure controls and procedures as of the end of the period covered by this
      report and noted no weakness.





(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.




35





Part
      II


ITEM
      4.
      Exhibits and Reports On Form 8-K





(A)
      Reports on Form 8-K





Form
      8-K
      was filed on November 13, 2006 announcing the October 30, 2006 Board approval
      of
      an amendment to the 2004 Incentive Stock Option Plan that increased the number
      of reserved shares to 30,000,000.




(B)
      Exhibits





31.1
      Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)
      and


Rule
      15d-14(a) of the Securities Exchange Act of 1934*





31.2
      Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)
      and


Rule
      15d-14(a) of the Securities Exchange Act of 1934*





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


1350*





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


1350*





*
      Filed
      herewith.




ITEM
      5.
      Signatures





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




Date
              February 23, 2007
            
            Superclick,
              Inc./s/
              Sandro NataleName:
                Sandro Natale
              Title: President & CEO





36