Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

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

     For The Quarterly Period Ended January 31, 2005.

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

        For The Transition Period From ______________To_________________

                        Commission File Number 333-31238

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

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

                                5001 LBJ Freeway
                                Suite 700 PMB 173
                                Dallas, TX 75244
                                 (858) 518-1387
           ------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
             Area Code, Of Registrant's mailing address in California)

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

                                 Yes (x) No ( )

The number of  outstanding  shares of the  issuer's  common  stock,  $0.0006 par
value, as of January 31, 2005 was 25,163,773.
<PAGE>

                                EXLPANATORY NOTE

THIS  QUARTERLY  REPORT  ON FORM  10-QSB/A  IS BEING  FILED FOR THE  PURPOSE  OF
AMENDING PARTS OF OUR QUARTERLY REPORT ON FORM 10-QSB FOR THE THREE MONTHS ENDED
JANUARY 31,  2005.  ALL  INFORMATION  IN THIS  10-QSB/A IS AS OF THE DATE OF OUR
QUARTERLY  REPORT  ON FORM  10-QSB,  FILED ON MARCH  16,  2005  EXCEPT AS STATED
HEREIN. THIS REPORT INCLUDES AMENDMENTS TO ITEM 1, FINANCIAL STATEMENTS.


                                       2
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

                                     Part I

Item 1.   Financial Statements

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

Consolidated Statements of Operations and
   accumulated deficit for the three
   months ended January 31, 2005 and 2004,
   and for the Period June 3, 1999(Date
   of inception) to
   January 31, 2005 (unaudited) .......................................     3

Consolidated Statements of Stockholders Equity for the
   three months ended January 31, 2005 and for the period
   June 3,1999 (Date of inception) to January 31, 2005 (unaudited).....     4

Consolidated Statements of Comprehensive Income (Loss) for the three
   months ended January 31, 2005 and 2004, and the Period
   June 3, 1999 (Date of Inception) to January 31, 2005 (unaudited)....     5

Consolidated Statements of Cash Flows for the three months
   ended January 31, 2005 and 2004, and for the period June 3, 1999
   (Date of inception) to January 31, 2005 (unaudited).................     6

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

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

Item 2.   Management's Discussion and Analysis ......................      29

Item 3.   Controls and Procedures....................................      33

                           Part II - Other Information

Item 4.   Exhibits and Reports on Form 8-K ..........................      35

Item 5.   Signatures ................................................      35


                                       i
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Balance Sheet
January 31, 2005 (Unaudited)
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 January 31,
                                                                                    2005
                                                                                 -----------
<S>                                                                              <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                                        $   360,509
     Accounts receivable                                                             867,792
     R&D Tax credits receivable (Note E)                                              81,179
     Sales tax refund receivable                                                      28,976
     Inventory (Note B)                                                              114,023
     Prepaid expenses                                                                 37,265
                                                                                 -----------
           TOTAL CURRENT ASSETS                                                    1,489,744
                                                                                 -----------
     Fixed assets (Note C)
           Cost                                                                      217,637
           Accumulated Depreciation                                                  (68,739)
                                                                                 -----------
           Net                                                                       148,899
                                                                                 -----------
     Deferred tax benefit (Note E)                                                    34,937
                                                                                 -----------
           TOTAL ASSETS                                                          $ 1,673,579
                                                                                 ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses:
           Accounts payable (Note D)                                             $   439,802
           Accured other                                                              50,226
                                                                                 -----------
           TOTAL CURRENT LIABILITIES                                                 490,028
                                                                                 -----------
     COMMITMENTS (Note K)                                                                 --
STOCKHOLDERS' EQUITY (Note G)
     Preferred stock, par value $.0001; 20,000,000
     shares authorized; 0 issued and outstanding                                          --
     Common stock, par value $.0006, 120,000,000 shares authorized; issued and
     outstanding 25,163,773 at January 31, 2005                                       15,098
     Additional paid-in capital                                                    2,095,439
     Stock subscribed                                                                     --
     Deficit accumulated during the development stage                             (1,004,425)
     Accumulated other comprehensive (loss)
           (Primarily cumulative translation adjustment)                              77,439
                                                                                 -----------
           TOTAL STOCKHOLDERS' EQUITY                                              1,183,551
                                                                                 -----------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 1,673,579
                                                                                 ===========
</TABLE>


                                       2
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Operations
For the Three Months Ended January 31, 2005 and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Unaudited) (Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   August 24, 2000
                                                    Three Months     Three Months    (Inception)
                                                       Ended            Ended            to
                                                     January 31,      January 31,    January 31,
                                                     -----------      -----------    -----------
                                                        2005             2004           2005
                                                     -----------      -----------    -----------
                                                                                     (Restated)
<S>                                                 <C>             <C>             <C>
Revenue
       Net Sales                                    $  1,437,363    $    291,422    $  4,987,743
       Cost of goods sold                                896,723         168,574       3,298,276
                                                    ------------    ------------    ------------
       Gross profit                                      540,640         122,848       1,689,467
Costs and Expenses
       Bank charges                                        5,948           3,614          11,716
       Communication                                      15,932          10,337          53,222
       Consulting fees                                        --           5,866          90,303
       Meals and entertainment                             6,358           3,882          27,410
       Depreciation and amortization                      11,256           5,249          86,522
       Marketing and promotion                            17,699           5,201          60,173
       Office                                             69,254          18,137         308,780
       Professional fees                                  82,802          64,045         381,044
       Investor relations                                 15,014           1,753         131,545
       Write down of furniture and equipment                  --              --           4,298
       Salaries and wages                                329,229          94,450       1,223,697
       Employee benefits                                  12,603              --          44,306
       Travel                                             36,675          22,598         218,202
       Tax and licenses                                       --              --          29,828
       Research and development                              213              --         314,056
       Directors compensation                                 --              --         197,154
       Bad debt expense                                       --              --          32,000
       Foreign currency (gain)/loss                        3,186              --           3,186
       Interest expense                                       --             365          18,005
                                                    ------------    ------------    ------------
       Total expenses                                    606,168         235,498       3,235,447
                                                    ------------    ------------    ------------
Loss from operations                                     (65,528)       (112,650)     (1,545,980)
Gain on forgiveness of debt                                   --              --         299,441
                                                    ------------    ------------    ------------
       Total other income                                     --              --         299,441
Earnings before taxes                                    (65,528)       (112,650)     (1,246,539)
Benefit for income taxes                                      --              --        (242,113)
                                                    ------------    ------------    ------------
NET EARNINGS (LOSS)                                 $    (65,528)   $   (112,650)   $ (1,004,426)
                                                    ============    ============    ============
       Net (loss) per common share
       Basic and diluted                            $     (0.003)   $     (0.005)
                                                    ============    ============
       Weighted average common shares outstanding
       Basic and diluted                              25,088,588      20,747,646

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

       Stock options                                   1,988,117              --
       Warrants                                        2,099,999       1,933,333
</TABLE>


                                       3
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statement of
Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to
October 31, 2004 (Unaudited)
(Restatment)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                        Preferred Stock                    Common Stock
                                 -----------------------------     -----------------------------
                                  Number of                         Number of
                                    Shares           Amount           Shares           Amount         Subscribed
                                 ------------     ------------     ------------     ------------     ------------
<S>                               <C>              <C>              <C>             <C>              <C>
BALANCES August 24, 2000         $         --     $         --               --               --               --
Shares issued during the
period                                                               10,000,000            6,000

Net loss
                                 ------------     ------------     ------------     ------------     ------------
BALANCES October 31, 2001                  --               --       10,000,000            6,000

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

Foreign Currency
   Translation Adjustment

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

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

Foreign Currency Translation
   Adjustment

Net <loss> profit
                                 ------------     ------------     ------------     ------------     ------------
BALANCES October 31, 2003                  --               --       19,542,467           11,725

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

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

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

Foreign Currency Translation
   Adjustment

Net <loss> profit
                                 ------------     ------------     ------------     ------------     ------------
BALANCES January 31, 2005                  --               --       25,163,667     $     15,098     $         --
                                 ============     ============     ============     ============     ============

<CAPTION>
                                                  Deficit
                                                 Accumulated      Accumulated
                                Additional       during the           Other           Total
                                  Paid-in       Developmental     Comprehensive    Stockholders'
                                  Capital           Stage         Income (loss)       Equity
                                ------------     ------------     ------------     ------------
<S>                             <C>              <C>              <C>              <C>
BALANCES August 24, 2000                  --               --               --               --
Shares issued during the
period                                (5,991)                                                 9

Net loss                                                               (67,679)         (67,679)
                                ------------     ------------     ------------     ------------
BALANCES October 31, 2001             (5,991)         (67,679)              --          (67,670)

Issuance of preferred stock
   for debt                                                                             169,440
Issuance of common stock for
   cash                              211,882                                            213,882
Issuance of common stock for
   services                             (205)                                                --

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

Net loss                                             (234,382)                         (234,382)
                                ------------     ------------     ------------     ------------
BALANCES October 31, 2002            205,686         (302,061)          (4,918)          76,352

Shares issued during the
period
   Shares issued for services          8,764                                              8,974
   Shares Issued for
   Superclick Networks, Inc.
       acquisition (Note J)           (4,855)                                            (1,545)
   Preferred shares converted
       to debt                                                                         (169,440)

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

Net <loss> profit                                      55,181                            55,181
                                ------------     ------------     ------------     ------------
BALANCES October 31, 2003            209,595         (246,880)          (7,476)         (33,036)

Shares issued during the
period
   Shares issued for cash
     range ($0.18-$0.45 per
     share)                        1,201,070                                          1,203,490
   Shares issued for services        314,781                                            315,154
   Stock options granted              86,475                                             86,475
   Stock subscribed                                                                     232,000
Foreign Currency Transalation
   Adjustment                                                           44,387           44,387

Net loss                                             (692,017)                         (692,017)
                                ------------     ------------     ------------     ------------
BALANCES October 31, 2004          1,811,921         (938,897)          36,911        1,156,453

Shares issued during the
period
   Shares issued for cash
      (range $0.18-$0.45
      per share)                     231,420                                            232,000
   Stock options granted              52,098                                             52,098
   Stock subscribed                                                                    (232,000)

Foreign Currency Translation
   Adjustment                                                           40,528           40,528

Net <loss> profit                                     (65,528)                          (65,528)
                                ------------     ------------     ------------     ------------
BALANCES January 31, 2005       $  2,095,439     $ (1,004,425)    $     77,439     $  1,183,551
                                ============     ============     ============     ============
</TABLE>


                                       4
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Unaudited  Consolidated  Statements of Comprehensive Income (Loss)
For the Three Months Ended January 31, 2005, and 2004, and
The Period August 24, 2000 (Date of Inception) to
January 31, 2005 (Unaudited)
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 Three              Three           August 24,
                                                 Months             Months             2000
                                                 Ended              Ended        (Inception) to
                                               January 31,        January 31,       January 31,
                                               -----------        -----------       -----------
                                                  2005               2004              2005
                                               -----------        -----------       -----------
                                                                                    (Restated)
<S>                                            <C>               <C>               <C>
Net Gain/(Loss)                                $   (65,528)      $  (112,650)      $(1,004,425)
Other Comprehensive Income (Loss)                       --                --                --
  Foreign Currency Translation Adjustment           40,528           (10,594)           77,439
                                               -----------       -----------       -----------
Net Comprehensive (Loss)                       $   (25,000)      $  (123,244)      $  (926,986)
                                               ===========       ===========       ===========
</TABLE>


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Three Months       Three Months    August 24, 2000
                                                                         Ended              Ended        (Inception) to
                                                                       January 31,        January 31,      January 31,
                                                                       -----------        -----------      -----------
                                                                           2005              2004             2005
                                                                       -----------        -----------      -----------
                                                                                                            (Restated)
<S>                                                                    <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                           $   (65,528)      $  (112,650)      $(1,004,425)
    Adjustments to reconcile net loss
       to net cash used by operating activities:
        Depreciation
                                                                            11,256             5,250            69,781
        Compensation expense on intrinsic value of options issued           52,098                             138,573
        Stock issued for services                                                                              324,128
        Deferred tax benefit                                                                                   (35,432)
        Abondonment of furniture and equipment                                                                   4,383
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acquisition)
    (Increase) decrease in current assets:
        Accounts receivable
                                                                           169,417          (213,773)         (930,256)
        Other receivables                                                   21,937             3,309           (60,392)
        Prepaid expenses                                                   (13,361)            7,747           (37,388)
        Inventory                                                          259,654             2,010          (114,069)
    Increase (decrease) in current current liabilities:
        Accounts payable and accrued expenses
                                                                          (371,060)           30,761           443,790
        Accrued payroll                                                    (12,297)          (30,848)              (74)
        Accrued other                                                       47,951            24,585            51,228
        Deferred revenue
                                                                          (258,459)                             (1,563)
                                                                       -----------       -----------       -----------
        NET CASH USED FOR OPERATING ACTIVITIES                            (158,392)         (283,611)       (1,151,716)
                                                                       -----------       -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Stock issued to acquire subsidiary                                                                      (1,545)
        Acquisition of furniture and equipment                              (9,217)           (2,887)         (225,161)
                                                                       -----------       -----------       -----------
        NET CASH USED FOR INVESTING ACTIVITIES                              (9,217)           (2,887)         (226,706)
                                                                       -----------       -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Sale of common stock                                                                 348,000         1,649,381
        Repayment of Note payable                                                            (23,143)               --
                                                                       -----------       -----------       -----------
        NET CASH PROVIDED  BY FINANCING ACTIVITIES                              --           324,857         1,649,381
                                                                       -----------       -----------       -----------
    EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 52,639            (7,874)           89,550
NET INCREASE <DECREASE> IN CASH                                           (114,970)           30,485           360,509
CASH, beginning of period                                                  475,479            19,323                --
                                                                       -----------       -----------       -----------
CASH, end of period                                                    $   360,509       $    49,808       $   360,509
                                                                       ===========       ===========       ===========

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

Other non-cash investing and financing activities:
    Shares issued for services                                         $        --       $        --       $   324,128
    Shares issued for acquisition                                      $        --       $        --       $    (1,545)
</TABLE>


                                       6
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Supplemental Schedule of Non-Cash Investing and Financing Activities
(Restated)
--------------------------------------------------------------------------------

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


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


Accounts payable and accrued expenses         31,108
Note <receivable> from parent company       (130,000)
Stockholders' equity                         105,015
                                           ---------
Fair value of common stock issued          $   6,123
                                           =========


                                       7
<PAGE>

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

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation

The unaudited financial  statements of Superclick,  Inc. (the "Company"),  as of
January 31, 2005 and for the three month periods ended January 31, 2005 and 2004
have been prepared in accordance with accounting  principles  generally accepted
in the United States for interim financial reporting.  Accordingly,  they do not
include all of the  disclosures  required  by  accounting  principles  generally
accepted in the United States for complete  financial  statements  and should be
read in conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Form 10-K for the year ended October 31, 2004.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  considered  necessary  for a fair  presentation  of the
interim financial information have been included.  The results of operations for
any interim period are not  necessarily  indicative of the results of operations
for the entire year.

Organization

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

Superclick Networks, Inc. (hereinafter referred to as the Parent and/or Company)
was organized on August 24, 2000, in Montreal, Quebec, Canada. The Company is in
the  business  of  providing  and  installing   broadband  high  speed  Internet
connection equipment in hotels on a worldwide basis. The Company has developed a
modem access  solution that is compatible  with any Internet  ready computer and
requires no special  configuration or access numbers,  using the existing wiring
and allowing for monitoring for Internet usage.

Superclick,  Inc.  (formerly  known as Grand Prix Sports,  Inc.)  (herein  after
referred  to as the  Subsidiary)  has been in the  development  stage  since its
incorporation  under the laws of the state of  Washington  on June 3, 1999.  The
Company operates as a holding company for acquisitions of subsidiaries.

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


                                       8
<PAGE>

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

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

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

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

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

Summary of Significant Accounting Principles

Principles of consolidation

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

Accounting estimates

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

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.


                                       9
<PAGE>

Accounts receivable

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

Inventories

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

Property and equipment

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

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

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

Long-lived assets

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

Revenue recognition policy

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


                                       10
<PAGE>

Shipping and handling costs

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

Advertising

The  Company  expenses  all  advertising  as  incurred.  From  the  date  of the
acquisition  through January 31, 2005, the Subsidiary did not incur  advertising
expense.  For the year ended October 31, 2004 the Parent incurred  approximately
$7,100 in advertising  expense.  During the three months ended January 31, 2005,
the  Company  incurred  approximately  $17,699  for  marketing  and  advertising
expense.

Loss per common share

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

Issuance of common stock

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

Income taxes

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

Intangible assets

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


                                       11
<PAGE>

                                        January 31, 2005
                                                              Net
                        Gross Intangible  Accumulated      Intangible
                           Assets         Amortization      Assets
Other intangibles            500              500              0

Impact of accounting standards

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

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

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

Concentrations of credit risk

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

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

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


                                       12
<PAGE>

The Company is dependent on third-party equipment  manufacturers,  distributors,
dealers, and contractors for all of its supply of communications  equipment. For
the three months ended January 31, 2005,  The Company's  five largest  suppliers
accounted for 69% of product and service purchases.  The Company is dependent on
the ability of its suppliers to provide  products and services on a timely basis
and on favorable  pricing terms.  The loss of certain  principal  suppliers or a
significant  reduction in product  availability  from principal  suppliers could
have a material adverse effect on the Company.

Disclosure about Fair Value of Financial Instruments

The  Company  estimates  that the fair  value of all  financial  instruments  at
January 31, 2005,  as defined in FASB 107, does not differ  materially  from the
aggregate  carrying  values  of  its  financial   instruments  recorded  in  the
accompanying   balance  sheet.  The  estimated  fair  value  amounts  have  been
determined by the Company using  available  market  information  and appropriate
valuation  methodologies.  Considerable  judgment is  required  in  interpreting
market  data to develop  the  estimates  of fair  value,  and  accordingly,  the
estimates are not  necessarily  indicative of the amounts that the Company could
realize in a current market exchange.

Foreign Currency Translation

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

Research and development

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

NOTE B - INVENTORIES

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

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

NOTE C - PROPERTY AND EQUIPMENT


                                       13
<PAGE>

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

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

NOTE D - ACCOUNTS PAYABLE

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

NOTE E - NET OPERATING LOSS CARRY FORWARD

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies  in making this  assessment.  At October 31, 2003 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$341,000 for the year ended October 31, 2004, assuming a tax rate of 40%.

                     United States Corporation Income Taxes

             Year of Loss               Amount            Expiration Date
             ------------               ------            ---------------
           October 31, 2004           $852,973            October 31, 2024
           October 31, 2003            $68,638            October 31, 2023
          December 31, 2002             10,534           December 31, 2022
          December 31, 2001            181,335           December 31, 2021
          December 31, 2000             88,027           December 31, 2020
          December 31, 1999             18,936           December 31, 2019
                                    ----------
                                    $1,220,443
                                    ==========

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 Date
             ------------               ------            ---------------
           October 31, 2003             $5,322            October 31, 2010
           October 31, 2002            179,583            October 31, 2009
                                      --------
                                      $184,905
                                      ========


                                       14
<PAGE>

Superclick  Networks,  Inc. (SNI) generated research and development tax credits
for the  years  ended  October  31,  2004  and  2003  of  $83,129  and  $66,445,
respectively.  SNI had net income for the year ended October 31, 2004 which they
have reduced to zero through the use of the NOL. The remaining NOL carry forward
as of October 31, 2004 was approximately $185,000 (CAD).

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

NOTE F - GOING CONCERN AND MANAGEMENT'S PLANS

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

NOTE F - PREFERRED AND COMMON STOCK

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

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


                                       15
<PAGE>

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

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

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

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

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

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

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

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

NOTE H - WARRANTS

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


                                       16
<PAGE>

                                        Exercise
  Warrant           Number of           Price Per            Expiration
   Class             Warrants            Warrant                Date
------------      ---------------      ------------       ------------------
     B                 386,668           $  0.24                   9/9/06
     B                 193,333           $  0.24                  9/29/06
     B                 193,333           $  0.24                 10/15/06
     B                 193,334           $  0.24                 10/22/06
                     ---------
                       966,668

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

                     3,066,667
                     =========

NOTE I - STOCK INCENTIVE PLAN

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

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


                                       17
<PAGE>

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

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

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

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

Through January 31, 2005, the Company recorded compensation expense of $138,573,
as the  option's  prices were less than the fair market  value of the  Company's
stock on the award dates. The full compensation amount, based on APB Opinion 25,
"Accounting  for Stock  Issued to  Employees",  is  amortized  over the options'
vesting periods.

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

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


                                       18
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      2005
                                                         ------------------------------
                                                                        Weighted Average
                                                          Shares         Exercise Price
                                                         ---------       ---------------
<S>                                                      <C>                <C>
            Outstanding at beginning of period           1,904,784          $   0.51
            Granted                                        125,000              0.60
            Exercised                                           --                --
            Forfeited                                           --                --
                                                         ---------          --------
            Outstanding at end of quarter                2,029,784          $   0.53
                                                         =========          ========
            Options exerciseable at quarter end            628,660
                                                         =========
</TABLE>

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

<TABLE>
<CAPTION>
                                  Options Outstanding                                 Options Exercisable
                 ----------------------------------------------------            ------------------------------
                     Number             Weighted             Weighted                                  Weighted
  Range of        Outstanding            Average             Average                                    Average
  Exercise       At January 31,       Contractural           Exercise               Number             Exercise
   Prices             2005            Life (years)            Price              Outstanding             Price
  --------       --------------       ------------           --------            -----------           --------
<S>                  <C>                  <C>               <C>                    <C>                 <C>
   $ 0.50            884,784              1.09              $   0.50               368,660             $   0.50
     0.50            720,000              1.33                  0.50               210,000                 0.50
     0.65            300,000              1.58                  0.65                50,000                 0.65
     0.60            125,000              1.85                  0.60                     -                 0.60
                   ---------              ----              --------               -------             --------
Total              2,029,784              1.29              $   0.53               628,660             $   0.51
                   =========              ====              ========               =======             ========
</TABLE>

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

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


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                              Three months               Three months
                                                            Ended January 31,          Ended January 31,
                                                                  2005                       2004
                                                            -----------------          -----------------
<S>                                                            <C>                         <C>
            Net loss as reported                               $ (65,528)                  $(112,650)
            Pro forma                                          $(161,979)                  $(112,650)
            Net loss per share, as reported                    $   (.003)                  $   .(005)
            Pro forma                                          $   (.007)                  $   (.005)
</TABLE>

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

                                                       January 31, 2005
                                                       ----------------
            Risk free interest rate                               2.53%
            Expected life (years)                                    2.
            Volatility                                          160.71%
            Dividend yield                                          --

NOTE J - RELATED PARTY TRANSACTION

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

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

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


                                       20
<PAGE>

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

During the year ended  October 31,  2003,  and prior to the  acquisition,  three
shareholders of Superclick  Networks,  Inc. (SNI) converted  preferred shares of
SNI into debt and then  cancelled the debt. SNI recognized a gain of $169,441 on
the loan  forgiveness.  In  addition,  SI  forgave  $130,000  it had  previously
advanced to SNI.

NOTE K - COMMITMENTS

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

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

The Company  incurred  $12,246 and $0 in rent  expense  during the three  months
ended January 31, 2005 and 2004, respectively.  We do not maintain any long-term
or exclusive commitments or arrangements to purchase merchandise from any single
supplier.

NOTE L - SUBSEQUENT EVENTS

Subsequent to January 31, 2005 three employees exercised their vested options by
exchanging  the total  vested  options in exchange  for shares of common  stock.
These  transactions  resulted in options exercised of 62,500,  3,750, and 13,125
exchanging these options for 29,255, 2,344, and 5,913 shares,  respectively,  in
cashless  transactions.  The net shares of these  transactions  were returned to
Treasury Stock.

On March 3, 2005 the Board of Directors increased the employee stock option pool
established by the employee stock option plan to 3,500,000  from  2,000,000.  On
March 3, 2005 the Board of Directors  ratified  John  Glazik's  options into the
pool established by the employee stock option pool.

On March 8, 2005 the  company  issued  the  following  shares to  Directors  for
services rendered.

            Todd M. Pitcher                   6,250
            George Vesnaver                   4,688
            Hugh Renfro                       4,688
            Jacobo Melcer                     4,688
            Robert MacFarlane                 4,688
            Paul Gulyas                       4,688
                                             ------
            Total                            29,690


                                       21
<PAGE>

NOTE M - RESTATEMENT

The 10-KSB for  Superclick,  Inc.  as of October  31,  2004 and 2003 and for the
Period  August  24,  2000  (Date of  Inception)  to  October  31,  2004 has been
restated.  In March 2005,  the  Company  was  contacted  by the  Securities  and
Exchange  Commission  (SEC).  In their  letter  dated,  March  16,  2005 the SEC
determined the acquisition of Superclick Networks, Inc. was a reverse merger. In
the reverse merger the accounting acquirer is Superclick  Networks,  Inc. and is
to be treated as the continuing reporting entity with their historical financial
statements being brought forward. The financial statements contained within this
report have been restated to effect this recommendation.  Previously, the merger
was accounted for a forward merger  accounted for as a purchase wherein goodwill
had been created.

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

The following information presents the impact of the reverse merger as discussed
above,  the  restatement  of  stockholders'  equity on the  Company's  financial
information as originally reported for the three months ended January 31, 2005:


                                       22
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Balance Sheet
January 31, 2005 (Unaudited)
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             January 31,       January 31,        January 31,
                                                                                2005              2005               2005
                                                                            -----------        -----------        -----------
                                                                            (Previously
                                                                             Reported)          (Restated)        (Difference)
<S>                                                                         <C>                <C>                <C>
                                     ASSETS
CURRENT ASSETS
              Cash                                                          $   360,509        $   360,509        $        (0)
              Accounts receivable                                               867,792            867,792                 --
              R&D Tax credits receivable (Note E)                                81,179             81,179                 --
              Sales tax refund receivable                                        28,976             28,976                 --
              Inventory (Note B)                                                114,023            114,023                 --
              Prepaid expenses                                                   37,265             37,265                 --
                                                                            -----------        -----------        -----------
                          TOTAL CURRENT ASSETS                                1,489,744          1,489,744                  0
                                                                            -----------        -----------        -----------
              Fixed assets (Note C)
                          Cost                                                  217,637            217,637                 --
                          Accumulated Depreciation                              (68,739)           (68,739)                --
                          Net                                                   148,898            148,898                 --
              Deferred tax benefit (Note E)                                      34,937             34,937                 --
              Goodwill                                                        1,218,606                 --         (1,218,606)
                                                                            -----------        -----------        -----------
                          TOTAL ASSETS                                      $ 2,892,185        $ 1,673,579        $(1,218,606)
                                                                            ===========        ===========        ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

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

              COMMITMENTS (Note K)                                                   --

STOCKHOLDERS' EQUITY (Note G)
              Preferred stock, par value $.0001; 20,000,000
              shares authorized; 0 issued and outstanding                            --                                    --

              Common stock, par value $.0006, 120,000,000 shares
              authorized; issued and outstanding 25,163,773 at
              January 31, 2005                                                   15,098             15,098                 --
              Additional paid-in capital                                      3,591,539          2,095,439         (1,496,100)
              Stock subscribed                                                       --                 --
              Deficit accumulated during the development stage               (1,281,919)        (1,004,425)           277,494
              Accumulated other comprehensive (loss)                                 --
                          (Primarily cumulative translation adjustment)          77,439             77,439                 --
                                                                            -----------        -----------        -----------
                          TOTAL STOCKHOLDERS' EQUITY                          2,402,157          1,183,551         (1,218,606)
                                                                            -----------        -----------        -----------
                          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 2,892,185        $ 1,673,579        $(1,218,606)
                                                                            ===========        ===========        ===========
</TABLE>


                                       23
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Operations
For the Three Months Ended January 31, 2005 and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005 (Unaudited)
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Three Months    Three Months   June 3, 1999   August 24, 2000  August 24, 2000
                                                          Ended          Ended      (Inception) to   (Inception) to  (Inception) to
                                                       January 31,     January 31,     January 31,     January 31,     January 31,
                                                       -----------     -----------     -----------     -----------     -----------
                                                           2005          2004             2005            2005            2005
                                                       -----------     -----------     -----------     -----------     -----------
                                                                                      (Previously
                                                       (No Change)     (No Change)      Reported)      (Restated)     (Difference)
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenue
              Net Sales                                $ 1,437,363     $   291,422     $ 4,231,825     $ 4,987,743     $   755,918
              Cost of goods sold                           896,723         168,574       2,742,477       3,298,276         555,799
                                                       -----------     -----------     -----------     -----------     -----------
              Gross profit                                 540,640         122,848       1,489,348       1,689,467         200,119
Costs and Expenses
              Loss on equity method investment                  --              --          90,000              --         (90,000)
              Bank
              charges                                        5,948           3,614          11,880          11,716            (164)
              Communication                                 15,932          10,337          53,820          53,222            (598)
              Consulting fees                                   --           5,866          79,228          90,303          11,075
              Meals and entertainment                        6,358           3,882          57,819          27,410         (30,409)
              Depreciation and amortization                 11,256           5,249          36,258          86,522          50,264
              Marketing and promotion                       17,699           5,201          74,712          60,173         (14,539)
              Office                                        69,254          18,137         271,621         308,780          37,159
              Professional fees                             82,802          64,045         522,242         381,044        (141,198)
              Investor relations                            15,014           1,753         160,274         131,545         (28,729)
              Loss due to license revisions                     --              --           4,639              --          (4,639)
              Write down of furniture and equipment             --              --           4,668           4,297            (371)
              Salaries and wages                           329,229          94,450         909,673       1,223,697         314,024
              Employee benefits                             12,603              --          29,550          44,306          14,756
              Travel                                        36,675          22,598         162,017         218,202          56,185
              Tax and licenses                                  --              --           7,665          29,828          22,163
              Research and development                         213              --          39,380         314,056         274,676
              Directors compensation                            --              --         197,154         197,154              --
              Bad debt expense                                  --              --          32,000          32,000              --
              Write down of intangible asset                    --              --         136,000              --        (136,000)
              Foreign currency (gain)/loss                   3,186              --           3,186           3,186              --
              Interest expense                                  --             365           6,345          18,005          11,660
                                                       -----------     -----------     -----------     -----------     -----------
              Total expenses                               606,168         235,498       2,890,131       3,235,446         345,315
                                                       -----------     -----------     -----------     -----------     -----------
Loss from operations                                       (65,528)       (112,650)     (1,400,783)     (1,545,979)       (145,196)
Gain on sale of investment                                      --              --          80,000              --         (80,000)
Gain on forgiveness of debt                                     --              --          38,864         299,441         260,577
                                                       -----------     -----------     -----------     -----------     -----------
              Total other income                                --              --         118,864         299,441         180,577
Earnings before taxes                                      (65,528)       (112,650)     (1,281,919)     (1,246,538)         35,381
Benefit for income taxes                                        --              --              --        (242,113)       (242,113)
                                                       -----------     -----------     -----------     -----------     -----------
NET EARNINGS (LOSS)                                    $   (65,528)    $  (112,650)    $(1,281,919)    $(1,004,425)    $   277,494
                                                       ===========     ===========     ===========     ===========     ===========
              Net (loss) per common share
              Basic and diluted                         $  (0.003)     $    (0.005)
                                                       ===========     ===========
              Weighted average common shares
                 outstanding
              Basic and diluted                         25,088,588     20,747,646

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

              Stock options                              1,988,117            --

              Warrants                                   2,099,999      1,933,333
</TABLE>


                                       24
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
For the Period August 24, 2000 (Date of Inception) to
January 31, 2005 (Unaudited)
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          For the Period     For the Period      For the Period
                                                           June 3, 1999        August 24,       August 24, 2000
                                                             (Date of         2000 (Date of         (Date of
                                                           Inception) to      Inception) to      Inception) to
                                                            January 31,          January          January 31,
                                                          -------------------------------------------------------
                                                               2005               2005                2005
                                                          -------------------------------------------------------
                                                            (Previously         (Restated)        (Difference)
                                                             reported)
<S>                                                          <C>                 <C>               <C>
Common stock:
Shares issued for merger with Superclick Networks, Inc.
      Shares                                                   14,025,800          5,516,667         (8,509,133)
      Amount                                                 $      8,415       $      3,310       $     (5,105)
      Additional paid in capital                             $  1,236,520       $     (4,855)      $ (1,241,375)
Shares issued for acquistion of Nordic
      Shares                                                      166,667                 --           (166,667)
      Amount                                                 $        100       $         --       $       (100)
      Additional paid in capital                             $     89,900       $         --       $    (89,900)
Shares issued for license, net                                         --
      Shares                                                      416,666                 --           (416,666)
      Amount                                                 $        250       $         --       $       (250)
      Additional paid in capital                             $      9,750       $         --       $     (9,750)
   Shares issued for cash:
      Shares                                                    9,933,328          8,333,294         (1,600,034)
      Amount                                                 $      5,960       $      5,000       $       (960)
      Additional paid in capital                             $  1,891,525       $  1,733,882       $   (157,643)
   Shares issued for services:
      Shares                                                      621,206         11,313,706         10,692,500
      Amount                                                 $        373       $      6,788       $      6,415
      Additional paid in capital                             $    314,781       $    317,349       $      2,568
Common stock subscribed                                      $         --       $         --       $         --
Stock options granted                                        $    138,573       $    138,573       $         --
Fees related to share issuance                               $    (89,510)      $    (89,510)      $         --
Foreign Currency Translation Adjustment                      $     77,439       $     77,439       $         --
Accumulated Deficit through October 31, 2004                 $ (1,281,919)      $ (1,004,425)      $    277,494
                                                             ------------       ------------       ------------
Total shareholders equity                                    $  2,402,157       $  1,183,551       $ (1,218,606)
                                                             ============       ============       ============
Total Common Stock
Shares                                                         25,163,667         25,163,667                 --
Amount                                                       $     15,098       $     15,098       $         --
Additional paid in capital                                   $  3,591,539       $  2,095,439       $ (1,496,100)
</TABLE>


                                       25
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Unaudited Consolidated Statements of Comprehensive Income
(Loss)
For the Three Months Ended January 31, 2005, and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005 (Unaudited)
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                August 24,       August 24,
                                                                             June 3, 1999         2000             2000
                                         Three Months      Three Months      (Inception)       (Inception)      (Inception)
                                            Ended             Ended              to                 to               to
                                          January 31,       January 31,       January 31,       January 31,      January 31,
                                          -----------       -----------       -----------       -----------       -----------
                                              2005             2004              2005              2005              2005
                                          -----------       -----------       -----------       -----------       -----------
                                              (No               (No          (Previously
                                            Change)            Change)           Stated)         (Restated)       (Difference)
<S>                                       <C>               <C>               <C>               <C>               <C>
Net Gain/(Loss)                           $   (65,528)      $  (112,650)      $(1,216,391)      $(1,004,425)      $   211,966
Other Comprehensive Income (Loss)                  --                --                --                --
              Foreign Currency
              Translation Adjustment           40,528           (10,594)           77,439            77,439                --
                                          -----------       -----------       -----------       -----------       -----------
Net Comprehensive (Loss)                  $   (25,000)      $  (123,244)      $(1,138,952)      $  (926,986)      $   211,966
                                          ===========       ===========       ===========       ===========       ===========
</TABLE>


                                       26
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                       August 24,       August 24,
                                                                                      June 3, 1999        2000             2000
                                                   Three Months       Three Months    (Inception)      (Inception)      (Inception)
                                                      Ended              Ended             to              to               to
                                                    January 31,        January 31,     January 31,     January 31,      January 31,
                                                    -----------        -----------     -----------     -----------     -----------
                                                       2005               2004             2005           2005             2005
                                                    -----------        -----------     -----------     -----------     -----------
                                                       (No                (No          (Previously
                                                      Change)            Change)         Stated)       (Restated)      (Difference)
<S>                                                 <C>                <C>             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $   (65,528)       $  (112,650)    $(1,281,919)    $(1,004,425)    $   277,494
  Adjustments to reconcile net loss
    to net cash used by operating activities:
      Depreciation                                       11,256              5,250          30,897          69,781          38,884
      Amortization                                                                           5,361              --          (5,361)
      Compensation expense on intrinsic value of
      options issued                                     52,098                            138,573         138,573              --
      Stock issued for services                                                            315,154         324,128           8,974
      License impairment agreement                                                           4,639              --          (4,639)
      Write down of goodwill                                                               136,000              --        (136,000)
      Deferred tax benefit                                                                 (35,432)        (35,432)             --
      Abondonment of furniture and equipment                                                 4,670           4,383            (287)
      Loss on investment                                                                    90,000              --         (90,000)
CHANGES IN CURRENT ASSETS AND CURRENT
  LIABILITIES: (Net of effect of acquisition)
  (Increase) decrease in current assets:
      Accounts receivable                               169,417           (213,773)       (724,974)       (930,256)       (205,282)
      Other receivables                                  21,937              3,309          11,440         (60,392)        (71,832)
      Prepaid expenses                                  (13,361)             7,747         (29,282)        (37,388)         (8,106)
      Inventory                                         259,654              2,010         (92,349)       (114,069)        (21,720)
  Increase (decrease) in current current
    liabilities:
      Accounts payable and accrued expenses            (371,060)            30,761         185,725         443,790         258,065
      Accrued payroll                                   (12,297)           (65,978)            (74)         65,904
      Accrued other                                      47,951             24,585          59,552          51,228          (8,324)
      Deferred revenue                                 (258,459)                            (1,563)         (1,563)             --
                                                    -----------        -----------     -----------     -----------     -----------
      NET CASH USED FOR OPERATING ACTIVITIES           (158,392)          (283,611)     (1,249,486)     (1,151,716)         97,770
CASH FLOWS FROM INVESTING ACTIVITIES:
      Stock issued for acquisition of subsidiary                                          (145,000)         (1,545)        143,455
      Acquisition of furniture and equipment             (9,217)            (2,887)       (140,498)       (225,161)        (84,663)
                                                    -----------        -----------     -----------     -----------     -----------
      NET CASH USED FOR INVESTING ACTIVITIES             (9,217)            (2,887)       (285,498)       (226,706)         58,792
CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                                 348,000       1,807,975       1,649,381        (158,594)
      Repayment of Note payable                                            (23,143)             --              --              --
      Related party loan                                                                   (19,844)             --          19,844
                                                    -----------        -----------     -----------     -----------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    --            324,857       1,788,131       1,649,381        (138,750)
    EFFECT OF EXCHANGE RATE CHANGES ON CASH              52,639             (7,874)        100,789          89,550         (11,239)
NET INCREASE <DECREASE> IN CASH                        (114,970)            30,485         353,937         360,509           6,572
CASH, beginning of period                               475,479             19,323              --              --              --
CASH acquired                                                --                 --           6,572              --          (6,572)
                                                    -----------        -----------     -----------     -----------     -----------
CASH, end of period                                 $   360,509        $    49,808     $   360,509     $   360,509     $         0
                                                    ===========        ===========     ===========     ===========     ===========
Other non-cash investing and financing
  activities:
    License agreement acquired by issue of
      common stock                                  $        --        $        --     $    10,000     $        --     $   (10,000)
    Nordic Racing Limited acquired by issue of
      common stock                                  $        --        $        --     $    90,000     $        --     $   (90,000)
    Forgiveness of related party loan               $        --        $        --     $    38,864     $        --     $   (38,864)
    Shares issued for services                      $        --        $        --     $   315,154     $   324,128     $     8,974
    Shares issued for acqusition                    $        --        $        --     $ 1,244,935     $    (1,545)    $(1,246,480)
    Interest paid                                   $        --        $       365     $     2,344     $     2,344     $        --
    Taxes paid                                      $        --        $        --     $       800     $       800     $        --
</TABLE>


                                       27
<PAGE>

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

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

In addition to its North  American  operations,  the Company has  operations and
contracts  in  Europe  and  the  Caribbean.   With  the  exception  of  Canadian
operations,  the majority of transactions in other regions are denominated using
the United States dollar.  However,  some of the Company's  transactions  are in
Canadian  dollars;  therefore,  the Company is exposed to  currency  fluctuation
risks

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

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

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

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

Critical Accounting Policies

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


                                       28
<PAGE>

Revenue Recognition

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

Accounts receivable

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

Inventories

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

Income taxes

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

Foreign Currency Translation

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


                                       29
<PAGE>

Deferred Taxes

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies  in making this  assessment.  At October 31, 2003 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation  allowance increased by $341,000 for
the year ended October 31, 2004 assuming a tax rate of 40%.

Overview

Results of Operations

THREE MONTHS ENDED JANUARY 31, 2005 AND 2004

Net Sales for the three  months ended  January 31, 2005 and 2004 was  $1,437,363
and $291,422, respectively. The increase of $1,145,941 in Net Sales represents a
393%  increase  on a year  over  year  basis  is  directly  attributable  to the
successful signing of significant  contracts and completing those installations.
Continued  successes  in  gaining  market  acceptance  of our  product  offering
contributed  to  winning  additional  competitive  contracts  with high  profile
customers.

General and Administrative  expenses for the three months ended January 31, 2005
and 2004 was  $606,168  and  $235,498  respectively.  The  increase of $370,671,
approximating  a 157%  increase,  in  General  and  Administrative  expenses  is
understandably the result of additional  personnel costs required to fulfill the
successfully  acquired  contracts.  The  increased  costs  resulted  from adding
personnel required to support the deployment,  delivery, and installation of our
product which drove the increased sales volume.  Additionally,  other associated
cost  increases  were  incurred  for   infrastructure   such  as  office  space,
communications,  etc.  Since  there  were more  installations  covering a larger
geographic area travel costs also increased.

Net loss for the three  months  ended  January 31, 2005 and 2004 was $65,528 and
$112,650,  respectively.  Net loss was less than the  previous  year's  net loss
because of increased Net Sales and management's efforts to contain costs. Volume
purchasing and better  pricing from key vendors  allowed the company to continue
to move toward profitability.

Financial Condition

From  inception  to January 31,  2005,  we incurred  an  accumulated  deficit of
$1,281,919,  and we expect to incur  additional  losses  through the year ending
October 31, 2005 and for the  foreseeable  future.  This loss has been  incurred
through a combination of professional fees and expenses  supporting our plans to
acquire synergistic businesses as well as continued losses of the subsidiary.


                                       30
<PAGE>

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

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

Risk Factors

Risks Related To Our Business:

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

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

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

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

We face numerous competitors.


                                       31
<PAGE>

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

There are risks associated with our planned growth.

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

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

* discuss our future expectations;

* contain  projections  of our future  results of  operations  of our  financial
condition; and

* state other "forward-looking" information.

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

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

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


                                       32
<PAGE>

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

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

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

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

Item 3. Controls and Procedures

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


                                       33
<PAGE>

(b) Changes in Internal  Controls.  There were changes in the Company's internal
controls  or in other  factors  that  could  strengthen  the  internal  controls
subsequent  to  the  Evaluation  Date.  The  changes  implemented   specifically
addressed  further  segregation  of duties and  expanded the number of personnel
involved  in the  oversight  and review of most  processes  affecting  financial
reporting and other financial operations.

                                     Part II

Item 4. Exhibits And Reports On Form 10-QSB/A January 31, 2005

(A)  Exhibits

            31.1  CEO   Certification   Pursuant   to   Section   302   of   The
                  Sarbanes-Oxley Act of 2002

            31.2  CFO   Certification   Pursuant   to   Section   302   of   The
                  Sarbanes-Oxley Act of 2002

            32.1  Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                  Section  1350,  As  Adopted  Purusant  to  Section  906 of The
                  Sarbanes-Oxley Act of 2002

            32.1  Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                  Section  1350,  As  Adopted  Purusant  to  Section  906 of The
                  Sarbanes-Oxley Act of 2002

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

      None

Item 5.   Signatures

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

                                       Superclick, Inc.

                                       /s/  Sandro Natale
                                       ----------------------------------------
                                       Name: Sandro Natale
                                       Title: Interim Chief Executive Officer



                                       34