Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

      For The Quarterly Period Ended April 30, 2006.

|_|   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.)


                              11995 El Camino Real
                                    Suite 301
                               San Diego, CA 92130
                                 (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 May 18, 2006 was 28,667,070.

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

Part I

Item 1.   Financial Statements

Consolidated Balance Sheet as of April 30, 2006 (Unaudited)                    1

Consolidated Statements of Operations for the three and six
months ended April 30, 2006 (Unaudited)                                        2

Consolidated Statements of Stockholders Equity for the years
Ended October 31, 2005 and 2004 and the six months ended
April 30, 2006 (unaudited).                                                    3

Consolidated Statements of Comprehensive Income (Loss) for the
three and six months ended April 30, 2006 (Unaudited)                          4

Consolidated Statements of Cash Flows for the three and
six months ended April 30, 2006 (Unaudited)                                    5

Notes To Financial Statements (Unaudited) .                                    6

Item 2.   Management's Discussion and Analysis                                25

Item 3.   Controls and Procedures                                             36

                           Part II - Other Information


Item 4.   Exhibits and Reports on Form 8-K                                    37

Item 5.   Signatures                                                          37


                                       2
<PAGE>

Consolidated Balance Sheet
April 30, 2006 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         April 30,
                                   ASSETS                                  2006
                                   ------                              -----------
<S>                                                                    <C>
CURRENT ASSETS
--------------
      Cash                                                             $   136,965
      Accounts receivable, net (Note A&B)                                  919,824
      R&D Tax credits receivable                                           126,515
      Sales Tax refund receivable                                           22,937
      Inventory (Note C)                                                   113,686
      Deferred financing costs                                              53,750
      Prepaid expenses                                                      32,501
                                                                       -----------
         TOTAL CURRENT ASSETS                                            1,406,178
Fixed assets, net (Note D)                                                 279,350
Deferred Tax Benefit                                                        38,607
Other Assets                                                                 2,123
                                                                       -----------

         TOTAL ASSETS                                                  $ 1,726,258
                                                                       ===========
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------
CURRENT LIABILITIES
-------------------
      Accounts payable (Note E)                                        $   864,573
                                                                       -----------
      Accrued payroll (Note F)                                              84,803
      Accrued other (Note G)                                                87,319
      Deferred revenue (Note H)                                            325,317
      Loans current portion                                                  8,702
      Notes payable (Note I)                                               350,000
      Convertible debentures, net (Note J)                               1,493,394
      Debenture warrants (Note J)                                           71,989
                                                                       -----------
         TOTAL CURRENT LIABILITIES                                       3,286,097

      Loans noncurrent portion                                              34,812
                                                                       -----------
         TOTAL LIABILITIES                                               3,320,909
COMMITMENTS (Note K)

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

      Common stock, par value $.0006, 121,000,000 shares authorized;
      issued and outstanding 28,667,070 at April 30, 2006                   17,148
      Additional paid-in capital                                         4,739,917
      Common stock payable                                                  22,500
      Accumulated deficit                                               (6,439,460)
      Accumulated other comprehensive gain (loss)
       (Cumulative translation adjustment)                                  80,384
      Treasury Stock                                                       (15,140)
                                                                       -----------
         TOTAL STOCKHOLDERS' EQUITY                                     (1,594,651)
                                                                       -----------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 1,726,258
                                                                       ===========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       1
<PAGE>

SUPERCLICK, INC.
Consolidated Statements of Operations
For the Three and Six Months Ended April 30, 2006 and 2005 (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                    Three Months Ended April 30,       Six Months Ended April 30,
                                                        2006             2005            2006            2005
                                                    ------------     ------------    ------------    -------------
Revenue
-------
<S>                                                  <C>             <C>             <C>                <C>
   Net Sales                                         $    561,822    $    540,203    $    868,745       1,692,255
   Services                                               345,987         195,730         701,205         403,412
                                                     ------------    ------------    ------------    ------------
    Net revenue                                           907,809         735,933       1,569,950       2,095,667
   Cost of goods sold                                     476,487         384,670         931,312       1,281,393
                                                     ------------    ------------    ------------    ------------
   Gross profit                                           431,322         351,263         638,638         814,274

Costs and Expenses
------------------
   Bank charges                                             7,430           2,618           9,990           8,566
   Communication                                           30,839          23,600          65,834          39,533
   Consulting fees                                         31,984              --          51,012              --
   Meals and entertainment                                  3,230           8,603           8,607          14,961
   Depreciation and amortization                           18,861          10,397          38,895          21,653
   Marketing and promotion                                 26,041          13,828          28,864          31,527
   Office                                                  36,664          61,557          87,068         130,811
   Professional fees                                       40,011         107,961         170,388         190,763
   Investor relations                                       2,837          29,227           6,608          44,240
   Salaries and wages                                     295,588         456,450         664,206         780,900
   Employee benefits                                        3,579          11,933          11,561          24,537
   Travel                                                  25,967          53,435          56,362          90,110
   Tax and licenses                                         3,380           2,572           4,327           2,572
   Research and development                                 1,151             678          10,627             891
   Directors compensation                                  22,500          27,612          45,000          27,612
   Bad debt expense                                            --              --              76              --
   Foreign currency (gain)/loss                             9,199          38,980           2,364          42,165
                                                     ------------    ------------    ------------    ------------
   Total costs and expenses                               559,261         849,451       1,261,789       1,450,841

(Loss) from operations                                   (127,939)       (498,188)       (623,151)       (636,567)

Other Income and (Expense)
--------------------------
    Interest expense                                      (61,101)             --        (117,908)             --
    Loss on the sale of fixed assets                           --              --         (20,337)             --
    Amortization of beneficial conversion
    feature of convertible debentures                     (97,632)             --        (195,264)             --
    Amortization of deferred financing costs              (53,750)             --        (107,500)             --
    Derivative gain (loss)                                 30,945              --         121,210              --
                                                     ------------    ------------    ------------    ------------
Total other income and (expense)                         (181,538)             --        (319,799)             --
NET LOSS BEFORE TAXES                                    (309,477)       (498,188)       (942,950)       (636,567)
Provision (benefit) for income taxes                           --              --              --              --
                                                     ------------    ------------    ------------    ------------
NET LOSS                                             $   (309,477)   $   (498,188)   $   (942,950)   $   (636,567)
                                                     ============    ============    ============    ============

    Net (loss) per common share Basic and diluted    $     (0.011)   $     (0.020)   $     (0.033)   $     (0.026)
    Weighted average common shares
    outstanding basic and diluted                      28,667,070      25,226,574      28,599,468        24958074

    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                                       1,460,481       1,992,909       1,460,481       1,990,513
    Warrants                                            4,032,661       2,299,999       4,032,661       3,100,000
    Convertible debentures                              7,640,785              --       7,645,176              --
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>

SUPERCLICK, INC.
Consolidated Statement of Stockholder's Equity
For the Years Ended October 31, 2005 and 2004 and the
Six Months Ended April 30, 2006 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Deficit
                      Preferred Stock            Common Stock                   Accumulated   Accumulated
                     ------------------ ----------------------------- Additional  during the      Other                  Total
                      Number of          Number of         Subscribed/  Paid-in  Developmental Comprehensive Treasury  Stockholders'
                      Shares    Amount    Shares    Amount   Payable    Capital    Stage       Income (loss)  Stock      Equity
                     --------- -------- ----------- -------- -------- ---------- ------------- ------------ ---------- ----------
<S>                       <C>      <C>  <C>         <C>      <C>      <C>         <C>             <C>       <C>       <C>
BALANCES October
  31, 2003                  -        -  19,542,467   11,725              339,595     (376,880)      (7,476)        -      (33,036)

Shares issued during
  the period
    Shares issued for
     cash (range $0.18
     -$0.45 per share)                   4,033,329    2,420            1,201,070                                        1,203,490
    Shares issued for
      services                             621,206      373              314,781                                          315,154
    Stock options granted                                 -              134,822                                          134,822
    Stock subscribed                                          232,000                                                     232,000
Foreign Currency
  Transalation
  Adjustment                                                                                        25,120                 25,120
Net loss                                                                             (979,395)                           (979,395)
                     --------- -------- ----------- -------- -------- ----------- -----------  ------------ --------- -----------
BALANCES October
  31, 2004                  -        -  24,197,002  $ 14,518 $232,000 $1,990,268  $(1,356,275)    $ 17,644       $ -    $ 898,155

Shares issued during
  the period:
    Shares issued
      for cash
      (range $0.18
      -$0.60 per
      share)                             1,266,665      760              372,240                                          373,000
    Shares issued
      for services                         102,067       61               77,164                                           77,225
    Shares issued
      for acquisition
      of Hotel
      Net, LLC                           2,750,000    1,650            1,645,850                                        1,647,500
    Stock options
      exercised                             51,961       31               25,949                                           25,980
    Treasury stock
      received for
      cashless option
      exercises                            111,875                                                           (25,981)     (25,981)
    Treasury stock
      issued for
      services                              25,000       15                8,394                              10,841       19,250
    Reduction of
      treasury stock
      issued for
      services                             (25,000)                                                                             -
    Stock options
      granted                                                            263,566                                          263,566
    Subscribed stock
      issued                                                 (232,000)                                                   (232,000)
    Repayment of
      Hotel Net
      shareholder
      investment                                                        (127,600)                                        (127,600)
    Beneficial
      conversion
      feature of
      convertible
      debentures                                                         390,529                                          390,529
Foreign Currency
  Translation
  Adjustment                                                                                        48,634                 48,634
Net (loss) profit                                                                  (4,140,235)                         (4,140,235)
                     --------- -------- ----------- -------- -------- ----------- -----------  ------------ --------- -----------
BALANCES October
  31, 2005                $ -      $ - $28,479,570  $17,035       $ - $4,646,360  $(5,496,510)    $ 66,278  $(15,140)   $(781,977)

Shares issued during
  the period:
    Shares issued
      for services                         187,500      113    22,500     22,387                                           45,000
    Stock options
      granted                                                             71,170                                           71,170
Foreign currency
  translation
  adjustment                                                                                        14,106                 14,106
Net (loss) profit                                                                    (942,950)                           (942,950)
                     --------- -------- ----------- -------- -------- ----------- -----------  ------------ --------- -----------
Balances April
 30, 2006                   -        -  28,667,070  $17,148  $ 22,500 $4,739,917  $(6,439,460)    $ 80,384  $(15,140) $(1,594,651)
                     ========= ======== =========== ======== ======== =========== ===========  ============ ========= ===========
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>

SUPERCLICK, INC.
Consolidated Statements of Comprehensive Income (Loss)
For the Three and Six Months Ended April 30, 2006 and 2005 (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                             Three Months Ended April 30,    Six Months Ended April 30,
                                                 2006          2005              2006         2005
                                               ---------    ---------         ---------    ---------
<S>                                            <C>          <C>               <C>          <C>
Net Earnings (Loss)                            $(309,477)   $(498,188)        $(942,950)   $(636,567)

Other Comprehensive Income (Loss)
      Derative gain/(loss)                        30,945           --           121,210           --
      Foreign Currency Translation Adjustment      2,938       (8,566)           14,106       37,120
                                               ---------    ---------         ---------    ---------

Net Comprehensive (Loss)                       $(275,594)   $(506,754)        $(807,634)   $(599,447)
                                               =========    =========         =========    =========
</TABLE>

              SEE NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>

SUPERCLICK, INC.
Consolidated Statements of Cash Flows
For the Three and Six Months Ended April 30, 2006 and 2005 (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                           Three Months Ended April 30,    Six Months Ended April 30,
                                                           ----------------------------    --------------------------
                                                                2006          2005          2006            2005
                                                              ---------    ---------       ---------    ---------
<S>                                                           <C>          <C>             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Earnings (loss)                                      $(309,477)   $(498,188)      $(942,950)   $(636,567)
     Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation                                            18,861       10,397          38,895       21,653
         Compensation expense on fair market
            value of options issued                              36,076           --          36,076           --
         Compensation expense on intrinsic
            value of options issued                              92,446       35,094         139,764
         Stock issued for services                               22,500       27,612          45,000       27,612
         Amortization of beneficial conversion feature           97,632           --         195,264           --
         Derivative gain on warrants issued with debentures     (30,945)          --        (121,210)          --
         Deferred tax benefit                                        --           --              --           --
         Loss on the sale of fixed assets                            --           --          20,337           --
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES: (Net of effect of acquisition)
     (Increase) decrease in current liabilities:
         Accounts receivable                                   (190,288)     104,740         (73,963)     274,157
         Other receivables                                       61,594           --         141,432       21,937
         Prepaid expenses                                         1,939        6,918           6,843       (6,443)
         Inventory                                               28,566      (89,851)          3,662      169,803
     Increase (decrease) in current liabilities:
         Accounts payable and accrued expenses                   25,576       41,633          17,195     (329,426)
         Accrued Payroll                                        (22,035)       2,807          27,201       (9,490)
         Accrued other                                           46,513           --          60,105       47,951
         Deferred revenue                                        54,862      (10,900)        174,244     (195,323)
                                                              ---------    ---------       ---------    ---------
         CASH USED FOR OPERATING ACTIVITIES                    (158,626)    (312,386)       (336,775)    (474,372)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of furniture and equipment                  (6,099)     (13,211)        (11,800)     (22,428)
                                                              ---------    ---------       ---------    ---------
         CASH USED FOR INVESTING ACTIVITIES                      (6,099)     (13,211)        (11,800)     (22,428)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Sale of common stock                                        --       81,000              --       81,000
         Repayment of loans                                      (2,236)          --          (4,442)          --
                                                              ---------    ---------       ---------    ---------
         CASH USED FOR FINANCING ACTIVITIES                      (2,236)      81,000          (4,442)      81,000
     EFFECT OF EXCHANGE RATE CHANGES ON CASH                     (5,369)     (13,837)         (7,456)      42,397
NET INCREASE (DECREASE) IN CASH                                (172,330)    (258,434)       (360,473)    (373,403)
CASH, beginning of period                                       309,295      360,509         497,438      475,478
                                                              ---------    ---------       ---------    ---------
CASH, end of period                                           $ 136,965    $ 102,075       $ 136,965    $ 102,075
                                                              =========    =========       =========    =========
     Taxes paid                                               $      --    $   2,572       $      --    $   2,572
     Interest paid                                            $      --    $      --       $      --    $      --
Other non-cash investing and financing activities:
     Shares issued for services                               $      --    $  27,612       $  22,500    $  27,612
</TABLE>

               SEE NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>

                                Superclick, Inc.
                    Notes to Financial Statements (Unaudited)
           For The Three and Six Months Ended April 30, 2006 and 2005

Note A-Organization And Summary Of Significant Accounting Policies

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

The unaudited financial statements of Superclick, Inc. as of April 30, 2006 and
for the three and six month periods ended April 30, 2006 and 2005 have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial reporting. Accordingly, they do not include
all of the disclosures required by accounting principles generally accepted in
the United States for complete financial statements and should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Superclick, Inc's Form 10-KSB/A for the year ended October 31,
2005. In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation of the
interim financial information have been included. The results of operations for
any interim period are not necessarily indicative of the results of operations
for the entire year.

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

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

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

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

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

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

                                       6
<PAGE>

Concurrent with the reverse merger of Superclick, Inc. with Superclick Networks,
Inc, the Company retroactively affected a 1 to 100 common stock split and
retroactively assigned $0.0006 par value to common stock where no value had been
previously stated. All share and per share amounts shown in these financial
statements reflect the stock split for all periods presented.

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

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

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

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

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

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

                                       7
<PAGE>

Cash and cash equivalents
-------------------------

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>

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

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

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

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

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

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

The Company expenses all advertising as incurred. For the year ended October 31,
2005 the Company incurred approximately $45,531 in marketing and advertising
expense. For the three months ended April 30, 2006 and 2005, the Company
incurred approximately $26,041 and $13,828, respectively in advertising expense.
For the six months ended April 30, 2006 and 2005, the Company incurred
approximately $28,864 and $31,527, respectively in 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.

                                       9
<PAGE>

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:

<TABLE>
<CAPTION>
                                                    April 30, 2006
                          Gross Intangible          -----------------              Net
                               Assets          Accumulated Amortization     Intangible Assets
                          ----------------     ------------------------     -----------------
<S>                              <C>                     <C>                        <C>
Other intangibles                500                     500                        0
</TABLE>

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 has implemented the
revised standard in the second quarter of fiscal year 2006 (See Note N).

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.

                                       10
<PAGE>

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

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

The Company performs ongoing credit evaluations of its customers. For the three
months ended April 30, 2006, two customers individually accounted for 31% (16%
and 15%) of accounts receivable. No other customers accounted for more than 10%
of accounts receivable as of April 30, 2006.

During the three months ended April 30, 2006, the Company's largest customer
accounted for 17% of sales.

During the three months ended April 30, 2005, the Company's two largest
customers accounted for 28% and 18% of sales respectively.

For the three months ended April 30, 2006 and 2005, approximately 26% and 29%,
respectively of the Company's net sales were made to customers outside the
United States.

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

The Company estimates that the fair value of all financial instruments at April
30, 2006, 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.

                                       11
<PAGE>

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

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

NOTE B - ACCOUNTS RECEIVABLE
----------------------------

The accounts receivable balance as of April 30, 2006 is reported net of an
allowance for doubtful accounts of $37,523.

NOTE C - INVENTORY
------------------

Inventory is comprised of computer equipment and stated at the lower of cost or
market, as determined using the first in, first out method. The following table
represents the major components of inventory at April 30, 2006.

           Computer equipment   $113,686

                                --------
                                $113,686
                                ========

NOTE D - PROPERTY AND EQUIPMENT
------------------------------

Property and equipment consisted of the following at April 30, 2006:

Furniture & fixtures       $ 129,686
Computer hardware            169,676
Leasehold improvements        31,351
Fabrication mold and dye      20,307
Computer software             88,527
                           ---------
                             439,547
Accumulated depreciation    (160,197)
                           ---------
Fixed assets, net          $ 279,350
                           =========

During the six months ended April 30, 2006, the Company received no proceeds on
the disposal of office equipment and furniture whose historical cost was
$31,446. The disposal resulted in a write-down in accumulated depreciation of
$5,309, and a loss of $20,337.

Depreciation expense for the three months ended April 30, 2006 and 2005 was
$18,861 and $10,397, respectively. Depreciation expense for the six months ended
April 30, 2006 and 2005 was $38,895 and 21,653, respectively.

NOTE E - ACCOUNTS PAYABLE
-------------------------

Accounts payable at April 30, 2006 consisted of $433,670 for inventory, $353,077
in trade payables and $77,826 of interest payable.

                                       12
<PAGE>

NOTE F - ACCRUED PAYROLL
------------------------

Accrued payroll consisted of $48,250 of accrued wages and $36,553 of accrued
vacation payable.

NOTE G - ACCRUED OTHER
----------------------

Accrued other consisted of $55,706 of installation customer deposits and $31,613
related to Canadian taxes.

NOTE H - DEFERRED REVENUE
-------------------------

Deferred revenue is recorded in a manner consistent with the Company's revenue
recognition policy. The Company generally enters into one-year upgrade and
maintenance contracts with its customers. The upgrade and maintenance contracts
are generally paid in advance. The Company defers such payment and recognizes
revenue ratably over the contract period. As of April 30, 2006, the Company's
deferred revenue balance was $325,317.

NOTE I - NOTES PAYABLE TO FORMER SHAREHOLDERS OF HOTEL NET, LLC
---------------------------------------------------------------

As filed on July 20, 2005 with the Securities and Exchange Commission on Form
8-K, on July 18, the Company entered into a binding letter of intent providing
for the acquisition of Hotel Net, LLC. As filed on September 6, 2005, the
Company closed its definitive agreement to purchase 100% of the membership
interest of Hotel Net LLC. Pursuant to the terms of the definitive agreement,
the Company issued face amount $350,000 of notes payable to the former
shareholders with a maturity date of January 1, 2006 and paid Hotel Net's
shareholders $450,000 in cash upon the execution of the definitive agreement and
2,750,000 shares of its restricted common stock.. In addition, and pursuant to
the terms of the definitive agreement certain founding members of Hotel Net will
enter into an "earn-out" with the Company wherein if it meets certain sales
objectives within the first year from the closing date of the acquisition, it
will receive up to 2,000,000 additional shares of restricted common stock and
$200,000 in cash.

The notes matured on January 1, 2006. They accrue interest at the rate of nine
percent (9%) per annum. For the three and six months ended April 30, 2006, the
Company recognized $7,681 and $10,270, respectively of interest expense on these
notes, which is reflected in the accounts payable balance of $859,848.

NOTE J - CONVERTIBLE DEBENTURE
------------------------------

On August 1, 2005, the Company completed a private placement of convertible
debentures generating gross proceeds of $1.75 million and the issuance of
warrants to purchase 735,370 shares of the Company's common stock. On August 18,
2005, the Company completed a private placement of convertible debentures
generating gross proceeds of $0.5 million and the issuance of warrants to
purchase 230,627 shares of the Company's common stock. In total, the Company
received $2.035 million of net proceeds and issued 965,997 warrants. Third party
fees totaled $215,000, which was paid in cash.

                                       13
<PAGE>

The terms of the warrants and debentures are substantially the same. The
exercise price of the warrants is calculated the same as for the conversion
price of the convertible debentures described below. The warrants and debentures
are immediately exercisable. The debentures bear interest of 9%, payable
quarterly at the option of the Company in cash or stock. The interest Rate
adjusts to 12% at maturity, or twelve months from the closing date.

Prior to maturity, the debentures and warrants are convertible into the
Company's common stock at a conversion price equal to 70% of the average closing
bid price of the Company's common stock for the 45 trading days preceding a
conversion date. If the closing bid price for the stock is less than $0.50 on a
day on which the Investor converts, then during that calendar month the Investor
will only be permitted to convert principal and interest in an aggregate amount
of up to $175,000. This $175,000 limitation would not apply in the event that
the closing bid price on such conversion date is at least 150% of the average
closing bid price for the ten trading days immediately prior to such conversion.
Notwithstanding the foregoing, the Conversion Price during the pre-maturity
period shall not be less than $.30 per share. After maturity, the debentures and
warrants are convertible into the Company's common stock at a conversion price
equal to 80% of the average closing bid price of the Company's common stock for
the 45 trading days preceding a conversion date.

Cash settlement of the unexercised portion of the debenture is required. If a
cash settlement of the outstanding debt is not made in accordance with the
debenture agreement on the maturity date, then a ten (10%) percent penalty of
the outstanding debt balance will be added to the debt balance.

The debentures provide that the holders may only convert the debenture if the
number of shares held by the lender or its affiliates after conversion would not
exceed 4.99% of the outstanding shares of the Company's common stock following
such conversion.

In connection with the transaction, we entered into a registration rights
agreement. Pursuant to the terms of the Registration Rights Agreement, within
thirty calendar days following the initial closing date, or September 1, 2005,
the Company was required to file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, covering
the resale of all of the common stock the convertible debenture would be
converted into which is at least equal to two hundred percent (200%) of the
number of shares into which the Debentures and all interest thereon through the
second anniversary of the initial closing date would be convertible based on an
assumed Conversion Price of $0.30 per share and the common stock underlying the
warrants.

The Registration Rights Agreement further provides that if a registration
statement is not filed, or does not become effective, within 100 days from the
initial closing date, then in addition to any other rights the holders may have,
the Company would be required to pay each holder an amount in cash, as
liquidated damages, equal to an aggregate five percent (5%) of the purchase
price of the debentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for
days 61-75). We filed an SB-2 with the SEC on September 15, 2005 effectively
registering 19,215,997 shares of common stock of which 18,150,000 relates to the
conversion of principle and interest of the convertible debenture and 965,997
relates to the exercise of warrants issued in connection with the convertible
debenture. The SEC declared the registration of shares underlying the debentures
effective within the allowed time on December 12, 2005.

                                       14
<PAGE>

The issuance costs related to the convertible debentures of approximately
$215,000 in cash was capitalized and is being amortized over the life of the
debt. For the three and six months ended April 30, 2006, the Company recognized
$53,750 and $107,500, respectively as other expense related to the amortization
of the issuance costs.

Pursuant to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the
warrants issued in connection with the convertible debentures meet the
requirements of and are accounted for as a liability since the warrants contain
registration rights where significant liquidated damages would be required to be
paid to the holder in the event the Company failed to receive an effective
registration, and the cashless exercise feature of the warrants and variable
exercise price which support the notion of net-cash settlement and treatment of
the warrants as a liability. The initial value of the warrants was treated as a
discount to the debenture and recorded as a liability. The Company calculated
the initial value of the warrants on the closing date of the transactions as
being $658,973 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term 5 years, exercise price $.5949, volatility
175%, risk free rate 4.32%, and zero dividend yield. Using the Black-Scholes
option-pricing method, the value of the warrants is reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise of each of the warrants, the related liability is
removed by recording an adjustment to additional paid-in-capital. The warrants
had a value of $193,199 at October 31, 2005 and the company recognized a
derivative gain of $465,774 from the initial value date to October 31, 2005. As
of April 30, 2006, the value of the warrants was reassessed using the
Black-Scholes option-pricing model using the following assumptions: expected
term 4.25 years, exercise price $.30, volatility 165%, risk free rate 5.07%, and
zero dividend yield. The warrants have a value of $71,989 at April 30, 2006. For
the three and six months ended April 30, 2006, the company recognized a
derivative gain of $30,945 and $121,210, respectively

The Company determined that the $1.75 million debenture was issued with a
beneficial conversion feature ("BCF") due to the conversion price ($.5949) being
less than the closing stock price ($.79) on the date of issuance, and the
conversion feature being in-the-money. Conversely, on the issuance date of the
$0.5 million debenture the conversion feature was not in-the-money and no BCF
was recognized. Thus, pursuant to EITF 00-27, 27, Application of Issue No. 98-5
to Certain Convertible Instruments, the BCF has been determined based on the
gross debenture amount less the portion attributable to the warrants described
above, and recorded as a discount to reduce the carry value of the debenture and
increase additional-paid-in-capital at its fair value of $390,529 on the date of
issuance as determined using the intrinsic value method. The discount will be
amortized to interest expense over the life of the debenture. The company has
recognized $65,088 in non-cash interest expense attributable to the amortization
of this discount through October 31, 2005. For the three and six months ended
April 30, 2006, the company recognized $97,632 and $195,264, respectively in
non-cash interest expense attributable to the amortization of this discount.

NOTE K - COMMITMENTS
--------------------

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

                                       15
<PAGE>

           Year Ended October 31,
           2006                       28,296
           2007                       55,011
           2008                       52,937
           2009                       48,525
           2010                           --
                                    --------
                                    $184,769
                                    ========

During the three and six months ended April 30, 2006, the Company incurred
$16,093 and $39,383 in rent expense. We do not maintain any long-term or
exclusive commitments or arrangements to purchase merchandise from any single
supplier.

NOTE L - PREFERRED AND COMMON STOCK
-----------------------------------

Private Placement and Warrant Activity
--------------------------------------

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, we issued 1,933,333 shares of restricted common stock in
exchange for $174,000. Attached to each share of restricted common stock were
two warrants giving the holder the right to purchase common stock; Warrant "A"
has an exercise price of $0.18 and a three-year life, and Warrant "B" has an
exercise price of $0.24 and a three-year life. Each warrant has one-for-one
rights to purchase one share of common stock. The issuance of these securities
was exempt under section 4(2) of the Securities Act of 1933, as amended as a
sale not involving a public offering.

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, 1,933,330 of the series "A" Warrants were exercised at $.18
per share, resulting in $348,000 net proceeds to the Company and the issuance of
1,933,330 restricted common shares.

During the quarter ended April 30, 2004 and pursuant to the September 2003
private placement 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 were classified as stock subscribed in Stockholder's Equity at October 31,
2004 and issued subsequent to that year-end. At October 31, 2005 966,665 "B"
Warrants were unexercised (See note M).

As of October 31, 2004 and commensurate with the April 6, 2004 private placement
filed under Form SB-2 with the SEC on June 8, 2004, the Company issued 1,999,999
shares of common stock in exchange for gross proceeds of $900,000. 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 year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in gross proceeds of $60,000. 2,099,999 "A" Warrants were unexercised
as of October 31, 2005 (See Note M).

                                       16
<PAGE>

During the quarter ended April 30, 2005 and pursuant to the April 6, 2004
financing, which the board had previously in a resolution extended through April
1, 2005, the Company issued 200,000 shares of Common Stock in exchange for net
proceeds of $81,000. Attached to this issuance were 200,000 Common Stock A
Warrants with an exercise price of $0.60 per share. The Company received
aggregate gross proceeds of $990,000 pursuant to the April 6, 2004 private
placement. This private placement was closed effective April 1, 2005 and no
additional proceeds will be received.

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

Stock issued for Services
-------------------------

On July 28, 2005, the Company issued 25,000 shares of Common Stock for services
from Treasury Stock at fair market value of $0.77 per share, or $19,250.

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

On January 5, 2006 the company issued 187,500 shares, valued at fair market
value of $0.12 per share, or $22,500 to Directors for services rendered.

For the three months ended April 30, 2006, the Company accrued $22,500 to common
stock payable for Director services rendered.

Stock Options
-------------

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

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

During the three and six months ended April 30, 2006, there was no stock option
activity.

Acquisition of Hotel Net, LLC
-----------------------------

On July 21, 2005, the Company issued 1,500,000 shares of Common Stock to the
shareholders of Hotel Net, LLC pursuant to the July 18, 2005 Letter of Intent.
The shares were valued at fair market value of $0.64, or $960,000. Also, in
connection with the purchase of Hotel Net LLC, on September 14, 2005, the
Company issued 1,250,000 shares of common stock to the shareholders of Hotel
Net, LLC. The shares were valued at fair market value of $0.55, or $687,500 (See
Note I).

                                       17
<PAGE>

NOTE M - WARRANTS
-----------------

At April 30, 2006 the Company had 966,665 "B" Warrants, 2,099,999 "A" Warrants
and 965,997 warrants related to convertible debentures outstanding entitling the
holder thereof the right to purchase one common share for each warrant held as
follows:

--------------------------------------------------------------------------------
                                         Exercise
   Warrant           Number of           Price Per          Expiration
    Class             Warrants            Warrant              Date
--------------     ---------------      ------------     -----------------
      B                   386,666            $ 0.24                9/9/06
      B                   193,333            $ 0.24               9/29/06
      B                   193,333            $ 0.24              10/15/06
      B                   193,333            $ 0.24              10/22/06
                   ---------------
  Subtotal                966,665

      A                    55,555            $ 0.60               4/14/07
      A                   100,000            $ 0.60               4/19/07
      A                   444,444            $ 0.60               4/19/07
      A                   100,000            $ 0.60               4/23/07
      A                   200,000            $ 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               5/12/07
      A                   100,000            $ 0.60               5/17/07
      A                   100,000            $ 0.60               5/24/07
      A                    11,000            $ 0.60               5/24/07
      A                   100,000            $ 0.60                6/2/07
      A                   100,000            $ 0.60               6/16/07
      A                    89,000            $ 0.60               6/17/07
      A                   200,000            $ 0.60               3/30/08
                   ---------------
Subtotal                2,099,999

Debenture                 735,370      >or=to $0.30             7/31/2010
Debenture                 230,627      >or=to $0.30             8/17/2010
                   ---------------
Subtotal                  965,997
                   ---------------
Total                   4,032,661
                   ===============

--------------------------------------------------------------------------------

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

During the three and six months ended April 30, 2006, there was no warrant
activity.

NOTE N - STOCK INCENTIVE PLAN
-----------------------------

                                       18
<PAGE>

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 3,500,000 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.

On March 4, 2004, the Company awarded its then 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 April 28, 2005, the Company and John Glazik mutually agreed to
terminate Mr. Glazik's position as President and Chief Executive Officer and to
close its executive offices in Dallas, Texas due to the Company's decision to
relocate its administrative center to its operations in Montreal. Pursuant to
Mr. Glazik's stock option grant, at the time of departure from the Company,
589,856 shares had vested. The remaining 294,928 shares available to Mr. Glazik
according to the terms of the stock option grant were canceled.

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 then 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 April 28, 2005, Superclick, Inc. and Claude Smith
mutually agreed to terminate Mr. Smith's position as Chief Financial Officer and
to close its executive offices in Dallas, Texas due to the Company's decision to
relocate its administrative center to its operations in Montreal. Pursuant to
Mr. Smith's stock option grant, at the time of departure from the Company,
137,500 shares had vested. The remaining 162,500 shares available to Mr. Smith
according to the terms of the stock option grant were canceled.

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.

                                       19
<PAGE>

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 cash and
in full at the time of exercise. 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.

The following table summarizes the Company's stock option activity for the three
months ended April 30, 2006:

                                                    2006
                                         -----------------------------
                                                      Weighted Average
                                           Shares     Exercise Price
                                         ---------    ----------------
Outstanding at beginning of period       1,460,481          $   0.52
Granted                                         --
Forfeited                                 (166,667)             0.55
Exercised                                       --
                                         ---------          --------
Outstanding at end of period             1,293,814          $   0.52
                                         =========          ========
Options exerciseable at end of period    1,276,314
                                         =========

The following table summarizes information about the Company's stock options
outstanding at April 30, 2006:


                                       20
<PAGE>

<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           2006            Life (years)      Price       Outstanding       Price
----------     --------------       ------------     --------     -----------     --------
<C>               <C>                     <C>         <C>           <C>             <C>
$     0.50        589,856                    -        $ 0.50        589,856         $ 0.50
      0.50        520,625                 0.09          0.50        508,125           0.50
      0.65        137,500                    -          0.65        137,500           0.65
      0.60         45,833                 0.61          0.60         40,833           0.60
Total           1,293,814                 0.06        $ 0.52      1,276,314         $ 0.52
</TABLE>

During the three months ended April 30, 2006, the Company adopted Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment
("SFAS 123r") using the Modified Prospective Method ("MPA"). Previously, the
Company accounted for stock options utilizing the intrinsic value method for
fixed awards under the provisions of Accounting Principles Board (APB) Opinion
No. 25 (APB 25), Accounting for Stock Issued to Employees. Under SFAS 123r, the
Company measures the fair market value of stock options granted using the
Black-Scholes Option Pricing Model on the date of grant and recognizes related
compensation expense ratably over the options vesting period for all future
grants. The Company is not required to make a cumulative effect adjustment as a
result of adopting the MPA of SFAS 123r. The Company also estimates the amount
of forfeitures or the amount of options that will be canceled in the future.
During the three months ended April 30, 2006, the Company recognized
compensation expense of $42,497 and forfeitures of $6,421.

During the three months ended April 30, 206, under the previous method, APB 25,
the company would have recognized compensation expense of $21,875.

The following table illustrates the effect of implementing SFAS 123r compared to
APB 25 for the three months ended April 30, 2006:

--------------------------------------------------------------------------------
                                       FAS 123r       APB 25      Difference
                                     -------------  -----------   ----------

Loss from continuing operations         $(134,359)   $(113,737)   $  20,622
Loss before income taxes                 (315,897)    (295,275)   $  20,622
Net income                               (315,897)    (295,275)   $  20,622

Cash used for operating activities       (158,626)    (179,248)   $ (20,622)
Cash used for financing activities         (2,236)      (2,236)   $      --

Earnings per share                      $  (0.011)   $  (0.010)   $   0.001
--------------------------------------------------------------------------------

To date the Company has recognized net compensation expense, including
forfeitures in the amount of $469,558.

The following information is provided in accordance with SFAS No. 123r,
Share-Based payment, paragraph 84. 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 123r, the pro forma effect on the Company's
net loss per share for the three months ended April 30, 2005 would have been:

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                                            Three Months
                                                                                Ended
                                                                           April 30, 2005
                                                                           --------------
<S>                                                                          <C>
Net loss as reported                                                         ($498,188)
                                                                             ---------
Intrinsic value compensation cost expensed under APB 25                      ($ 92,446)
Fair value compensation cost that would have been expensed under SFAS 123r   ($139,739)
                                                                             ---------
                                                                             ---------
Increase in compensation expense over APB 25                                 ($ 47,293)
                                                                             ---------
Pro forma net loss if SFAS 123 been applied to all awards                    ($545,481)

Net loss per share, as reported                                              ($  0.020)
Pro forma net loss per share if SFAS 123 been applied to all awards          ($  0.022)
                                                                             ---------
</TABLE>

No options were granted during the quarter ended April 30, 2006.

NOTE O - NET OPERATING LOSS CARRY FORWARD
-----------------------------------------

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 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
$359,000 and $1,261,000 for the year ended October 31, 2004 and 2005,
respectively, assuming a tax rate of 40%.

                     United States Corporation Income Taxes
--------------------------------------------------------------------------------
      Year of Loss                   Amount                   Expiration Date
   -----------------              ------------               -----------------
    October 31, 2005               $ 4,184,331                October 31, 2025
    October 31, 2004                   898,697                October 31, 2024
    October 31, 2003                    53,638                October 31, 2023
   December 31, 2002                    80,395               December 31, 2022
   December 31, 2001                    91,564               December 31, 2021
   December 31, 2000                    88,027               December 31, 2020
   December 31, 1999                    18,936               December 31, 2019
                                   -----------
                                   $ 5,415,588
                                   ===========

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

                                       22
<PAGE>

                      Canadian Income Taxes (Stated in CAD)
--------------------------------------------------------------------------------
  Year of Loss                     Amount                  Expiration Date
--------------------------------------------------------------------------------
October 31, 2005               $      678,878              October 31, 2012
October 31, 2004                      151,332              October 31, 2011
October 31, 2003                        5,322              October 31, 2010
October 31, 2002                      350,910              October 31, 2009
October 31, 2001                       24,879              October 31, 2008
                               --------------
                               $    1,211,321
                               ==============

At October 31, 2005 a valuation allowance for the full amount of the net
deferred tax asset generated during that year was recorded because of
uncertainties as to the amount of taxable income that would be generated in
future years.

For the year ended October 31, 2004, the Company 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 then ended. No valuation allowance was recorded in connection with
the deferred tax benefit, generated during the year ended October 31, 2004, as
it was the opinion of management that they would have the ability to utilize it
in the future.

The Company performs research and development on an on-going basis, which is
available for refund or future tax credits in Canada. Due to the recurring
losses of the Company during the year ended October 31, 2005, management
recognized an allowance for the full amount it anticipated to generate in
connection with research and development deferred tax benefit generated for the
year then ended. It has recognized a receivable of $70,766 CDN for the research
and development activities in 2005.

NOTE P - RELATED PARTY TRANSACTION
----------------------------------

Mr. Pitcher, Chairman of the Company, provides consulting services to the
Company in exchange for monthly compensation of $2,500 and related expenses.
During the three months ended April 30, 2006, Mr. Pitcher received $12,285.

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

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


                                       23
<PAGE>

NOTE R - SUBSEQUENT EVENTS
--------------------------

On May 3, 2006, the Company issued 800,128 shares of common stock in payment of
three months of accrued interest on the convertible debenture described in Note
J.

                                       24
<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 of rooms served or access points in a
client's facility. Due to the Company's reliance on installation and/or retrofit
contracts, variations in revenue levels may cause fluctuations in quarterly
results. Factors such as a client's commitment to providing internet access to
their guests/tenants, general economic and industry conditions and other issues
could affect the Company's revenue and quarterly earnings. Quarterly revenue and
earnings of the Company may also be impacted by the size of individual contracts
relative to the annual revenues of the Company.

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

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

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

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


CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets, liabilities, revenues and
expenses reported in the accompanying financial statements and related
footnotes. 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.


                                       25
<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.

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

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.



                                       26
<PAGE>

FOREIGN CURRENCY TRANSLATION

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


DEFERRED TAXES

In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2004 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
$1,260,923 for the year ended October 31, 2005 assuming a tax rate of 40%.

OVERVIEW

RESULTS OF OPERATIONS
---------------------

THREE AND SIX MONTHS ENDED APRIL 30, 2006 AND 2005

REVENUE

Net Revenue for the three months ended April 30, 2006 and 2005 was $907,809 and
$735,933, respectively. Net Revenue for the six months ended April 30, 2006 and
2005 was $1,569,950 and $2,095,667, respectively. Compared to the same period
last year, the three month increase of $171,876, or 23.4% was mainly due to an
increase in the number of installations and rooms under support as a result of
positive results from efforts of our new sales team. The unfavorable
year-to-date revenue variance of $525,717 or 25.1% was mainly due to a negative
impact resulting from our transition of a new sales team and certain
restructuring efforts during the first quarter ended January 31, 2006.

GROSS PROFIT

Gross profit for the three months ended April 30, 2006 and 2005 was $431,322 or
47.5% and $351,263 or 47.7% respectively. The three month increase in gross
profit on a year over year basis was a result of increased revenue. Gross profit
for the six months ended April 30, 2006 and 2005 was $638,638 or 40.7% and
$814,274 or 38.9%, respectively. The six month decrease in gross profit on a
year over year basis is commensurate with the decrease in net revenue. Compared
to the same period last year, there was a 1.8% improvement in gross margin
mainly due to a more favorable sales mix between product and services.


                                       27
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE

Selling, General and Administrative expenses for the three months ended April
30, 2006 and 2005 were $559,261 and $849,451 respectively. Selling, General and
Administrative expenses for the six months ended April 30, 2006 and 2005 were
$1,261,789 and $1,450,841 respectively. Compared to the same periods last year,
the three and six month decrease of $290,190 or 34.2% and $189,052 or 13.0%,
respectively, was mainly due to restructuring efforts undertaken during the
first quarter.

LOSS FROM OPERATIONS

The loss from operations for the three months ended April 30, 2006 and 2005 was
$127,939 and $498,188, respectively. Compared to the same period last year, the
favorable variance of $370,249 or 74.3% was mainly due to cost reduction and
certain restructuring efforts undertaken by the Company. For the six months
ended April 30, 2006 and 2005, the loss from operations was $623,151 and
$636,567, respectively. Compared to the same period last year, the favorable
variance of $13,416 or 2.1% was similarly to the quarter, as a result of cost
reduction and certain restructuring efforts undertaken by the Company.

NET LOSS

Net loss for the three months ended April 30, 2006 and 2005 was $309,477 and
$498,188, respectively. Net loss for the six months ended April 30, 2006 and
2005 was $942,950 and $636,567, respectively. The three month year-over-year
favorable variance in net loss of $188,711 or 37.9% was as a result of the
favorable loss from operations variance. The six month year-over-year
unfavorable variance of $306,383 or 48.1% was mainly due to the costs associated
with the convertible debenture including the non-cash amortization of the
beneficial conversion feature, deferred financing costs and interest expense
offset by a derivative gain on the warrants associated with the convertible
debenture.

FINANCIAL CONDITION
-------------------

From inception to April 30, 2006, we incurred an accumulated deficit of
$6,439,460, and we expect to incur additional losses into the foreseeable
future. This loss has been incurred through a combination of professional fees
and expenses supporting our plans to acquire synergistic businesses as well as
continued losses of the operating subsidiary.

We have financed our operations since inception primarily through equity and
debt financing. During the three and six months ended April 30, 2006, we had a
net decrease in cash of $172,330 and $360,473, respectively. Total cash
resources as of April 30, 2006 was $136,965 compared with $309,295 on January
31, 2006 and $497,438 at October 31, 2005.


                                       28
<PAGE>


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

In addition to our financing plans, 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.

THE COMPANY'S LIQUIDITY PLAN

Recent operating results give rise to concerns about the Company's ability to
generate cash flow from operations sufficient to sustain ongoing viability. Net
loss for the year ended October 31, 2005 and three and six months ended April
30, 2006 was $4,140,235, $309,477 and $942,950 respectively, while cash used for
operations was $1,838,615, $158,626 an d$336,775, respectively.

During the year ended October 31, 2005, 100,000 of the series "A" Warrants were
exercised at $.60 per share, resulting in $60,000 net proceeds to the Company
and the issuance of 60,000 restricted common shares.

During the year ended October 31, 2005, 200,000 of the series "A" Warrants were
exercised at $.45 per share, resulting in $90,000 net proceeds to the Company
and the issuance of 200,000 restricted common shares.

966,665 "B" Warrants and 2,099,999 "A" Warrants were unexercised as of April 30,
2006.

No warrants were exercised during the three months ended April 30, 2006.

During the year ended October 31, 2005, the Company issued 127,067 shares of
Common Stock in exchange for services with a total value of $96,475.

Our independent registered public accountants, Bedinger and Company have
indicated that, based on the Company's financial statements, the Company will
continue as a going concern. Moreover, Bedinger and Company has noted that the
Company has suffered recurring losses from operations that raises substantial
doubt about its ability to continue as a going concern.

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.


                                       29
<PAGE>

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


RISK FACTORS

RISKS RELATED TO OUR BUSINESS:

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

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

      o     the beginning and ending of significant contracts during a quarter;
      o     the number, size and scope of the installation contracts;
      o     maintenance contracts can create variations in revenue levels and
            may cause fluctuations in quarterly results;
      o     fluctuations in demand for services resulting from budget cuts,
            project delays, cyclical downturns or similar events, including the
            recent economic downturn;
      o     the possibility and subsequent duration of conflicts involving the
            United States military could cause delays in program operations
            related to the Company's hospitality clients by reducing travel;
      o     clients' decisions to divert resources to other projects, which may
            limit clients' resources that would otherwise be allocated to
            solutions that the Company could provide; and
      o     reductions in the prices of services offered by competitors.

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

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


                                       30
<PAGE>

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

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

Sandro Natale, one of the Company's founders and current CEO, is intimately
involved in our business and has day to day relationships with critical
customers and is 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.

The market in which the Company competes is intensely competitive and actions by
competitors could render its services less competitive, causing revenue and
income to decline.

The ability to compete depends on a number of factors outside of the Company's
control, including:

      o     the prices at which others offer competitive systems, including
            aggressive price competition and discounting on individual
            contracts, which may become increasingly prevalent due to worsening
            economic conditions;
      o     the ability of competitors to undertake more extensive marketing
            campaigns;
      o     the extent, if any, to which competitors develop proprietary
            offerings that improve their ability to compete;
      o     the ability of the Company's customers to supply the solutions
            themselves; and
      o     the extent of competitors' responsiveness to customer needs.

The Company may not be able to compete effectively on these or other factors. If
the Company is unable to compete effectively, market position, and therefore
revenue and profitability, would decline.

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


                                       31
<PAGE>

International operations create special risks, including:

      o     statutory requirements, which may impair the Company's ability to
            expatriate foreign profits to help fund domestic operations;
      o     greater difficulties in managing and supplying turnkey installation
            at foreign locations;
      o     cultural differences that adversely affect utilization;
      o     unexpected changes in trading policies, legal and regulatory
            requirements, tariffs and other foreign taxes;
      o     greater difficulties in enforcing agreements with clients and
            collecting accounts receivable;
      o     the tax system of foreign countries, which may tax the Company's
            foreign income at higher rates than in the United States and may
            subject foreign earnings to withholding requirements or tariffs,
            exchange controls or other restrictions;
      o     legal requirements and regulations of various foreign countries,
            which may make compliance by the Company with such laws and
            regulations difficult and may make enforcement of the Company's
            intellectual property rights more difficult; and
      o     fluctuations in currency exchange rates, which may affect demand for
            the Company's products and services and may adversely affect the
            profitability in United States dollars of services provided by the
            Company in foreign markets where payment for its products and
            services is made in the local currency; and general economic
            conditions in the foreign countries into which the Company sells,
            which could have an adverse impact on its earnings from operations
            in those countries.

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

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

Inability to protect intellectual property could harm the Company's competitive
position and financial performance.

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


                                       32
<PAGE>

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 10KSB 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.

Due to the Company's foreign client installations in Canada, the Caribbean and
Europe, the Company is exposed to transaction adjustments with respect to
foreign currency.

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

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


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<PAGE>

RISKS RELATING TO OUR COMMON STOCK:

There is a limited market for our common stock.

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

You may suffer dilution upon the exercise of outstanding options and warrants
and the conversion of convertible notes.

As of April 30, 2006, we had exercisable stock options outstanding to purchase
1,390,064 shares of common stock, warrants to purchase 4,032,661 shares of
common stock, and convertible debentures convertible in accordance with a
formula based on the 45 day trailing average price of our common stock. To the
extent such options or warrants are exercised and convertible notes are
converted, there will be further dilution. In addition, in the event that any
future financing should be in the form of securities convertible into, or
exchangeable for, equity securities, investors may experience additional
dilution upon the conversion or exchange of such securities.

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

As of April 30, 2006, a total of 17,099,776 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.


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<PAGE>

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

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


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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's Acting President and Chief Financial Officer (who is the principal
accounting officer). Both evaluated the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. It was determined that our internal controls appear to be effective.

(b)   Changes in internal controls

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


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<PAGE>

                                     Part II

ITEM 4. Exhibits and Reports On Form 8-K

(A)   Reports on Form 8-K

We filed a report on Form 8-K on February 7, 2006 announcing the resignation of
Jacobo Melcer from the Company's board of directors.


(B)   Exhibits

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

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

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

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

* Filed herewith.


ITEM 5. Signatures

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

        Date June 15, 2006              Superclick, Inc.
                                        /s/ Sandro Natale
                                        ---------------------------
                                        Name: Sandro Natale
                                        Title: Interim CEO



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