Securities
and Exchange Commission


Washington,
D.C. 20549





FORM
10-Q





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





For The
Quarterly Period Ended July 31, 2009.





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





For The
Transition Period From ______________To_________________





Commission
File Number 333-31238





Superclick,
Inc.





(Exact
Name Of Registrant As Specified In Its Charter)





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





10222
St-Michel Blvd., Suite 300


Montreal,
Quebec, H1H 5H1 CANADA


(858)
518-1387





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


Area
Code, Of Registrant's mailing address in Montreal, Canada)





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





Yes x No  ̈





The
number of outstanding shares of the issuer's common stock, $0.0006 par value, as
of August 31, 2009 was 45,312,251.









TABLE
OF CONTENTS





PagePart
      I – Financial InformationItem
      1.
                                                    Financial
      StatementsConsolidated
      Balance Sheets as of July 31, 2009 (Unaudited) and October 31, 2008
      (Audited)
                                                    1Consolidated
      Statements of Operations for the Three and Nine Months Ended July 31, 2009
      and 2008 (Unaudited)
                                                    2Consolidated
      Statement of Stockholders Equity for the Year Ended October 31, 2008 and
      the Nine Months Ended July 31, 2009 (Unaudited)
                                                    3Consolidated
      Statements of Comprehensive Income for The Three and Nine Months Ended
      July 31, 2009 and 2008 (Unaudited)
                                                    4Consolidated
      Statements of Cash Flows for the Three and Nine Months Ended July 31, 2009
      and 2008 (Unaudited)
                                                    5Notes
      To Consolidated Financial Statements (Unaudited)
                                                    6Item
      2.
                                                    Management's
      Discussion and Analysis
                                                    22Item
      3.
                                                    Quantitative
      and Qualitative Disclosures About Market
                                                    28Item
      4.
                                                    Controls
      and Procedures
                                                    35Part
      II – Other InformationItem
      1.
                                                    Legal
      Proceedings
                                                    36Item
      2.
                                                    Unregistered
      Sales of Equity Securities and Use of Proceeds.
                                                    36Item
      3.
                                                    Defaults
      Upon Senior Securities
                                                    36Item
      4.
                                                    Submission
      of Matters to a Vote of Security Holders
                                                    36Item
      5.
                                                    Other
      Information
                                                    36Item
      6.
                                                    Exhibits
      and Reports on Form 8-K
                                                    36Signatures
                                                    37


2





ITEM
1.  FINANCIAL STATEMENTS





SUPERCLICK,
INC.


Consolidated
Balance Sheets (Unaudited)


July 31, 2009
                                              
                                              
                                              October 31,
                                                2008(Unaudited)
                                              
                                              
                                              (Audited)ASSETSCURRENT ASSETSCash
                                              
                                              $
                                              1,942,682
                                              
                                              
                                              $
                                              781,520Accounts
      receivable, net (Notes A&B)
                                              
                                              
                                              812,448
                                              
                                              
                                              
                                              2,142,205Tax
      refund receivable (Note N)
                                              
                                              
                                              8,069
                                              
                                              
                                              
                                              48,269Deferred
      tax asset (Note N)
                                              
                                              
                                              127,944
                                              
                                              
                                              
                                              78,556Inventory
      (Note C)
                                              
                                              
                                              137,914
                                              
                                              
                                              
                                              330,298Prepaid
      expenses
                                              
                                              
                                              34,266
                                              
                                              
                                              
                                              20,139TOTAL
      CURRENT ASSETS
                                              
                                              
                                              3,063,323
                                              
                                              
                                              
                                              3,400,987Fixed
      assets, net (Note D)
                                              
                                              
                                              149,245
                                              
                                              
                                              
                                              153,397TOTAL
      ASSETS
                                              
                                              $
                                              3,212,568
                                              
                                              
                                              $
                                              3,554,384LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccounts
      payable and accrued expenses (Note E)
                                              
                                              $
                                              475,952
                                              
                                              
                                              $
                                              764,646Income
      taxes payable (Note F)
                                              
                                              
                                              331,191
                                              
                                              
                                              
                                              84,220Deferred
      revenue (Note G)
                                              
                                              
                                              1,108,114
                                              
                                              
                                              
                                              1,643,665Loans
      payable
                                              
                                              
                                              2,725
                                              
                                              
                                              
                                              12,626Notes
      payable (Note H)
                                              
                                              
                                              52,000
                                              
                                              
                                              
                                              193,400Convertible
      debentures
                                              
                                              
                                              -
                                              
                                              
                                              
                                              841,558TOTAL
      CURRENT LIABILITIES
                                              
                                              
                                              1,969,982
                                              
                                              
                                              
                                              3,540,115TOTAL
      LIABILITIES
                                              
                                              
                                              1,969,982
                                              
                                              
                                              
                                              3,540,115Commitments
      (Note J)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -STOCKHOLDERS' EQUITY (Note
    K)Common
      stock, par value $.0006, 175,000,000 shares authorized; issued and
      outstanding45,312,251 and
      44,937,251 at July 31, 2009 October 31, 2008,
respectively.
                                              
                                              
                                              27,729
                                              
                                              
                                              
                                              27,504Common
      stock payable
                                              
                                              
                                              -
                                              
                                              
                                              
                                              18,000Additional
      paid-in capital
                                              
                                              
                                              6,123,489
                                              
                                              
                                              
                                              6,060,714Accumulated
      deficit
                                              
                                              
                                              (4,936,354
                                              )
                                              
                                              
                                              (5,863,820
                                              )Accumulated
      other comprehensive income (loss)(Cumulative
      translation adjustment)
                                              
                                              
                                              42,862
                                              
                                              
                                              
                                              (212,989
                                              )Treasury
      Stock
                                              
                                              
                                              (15,140
                                              )
                                              
                                              
                                              (15,140
                                              )TOTAL
      STOCKHOLDERS' EQUITY
                                              
                                              
                                              1,242,586
                                              
                                              
                                              
                                              14,269TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                              
                                              $
                                              3,212,568
                                              
                                              
                                              $
                                              3,554,384





SEE
NOTES TO FINANCIAL STATEMENTS


1


SUPERCLICK,
INC.


Consolidated
Statements of Operations (Unaudited)


For the
Three and Nine Months Ended July 31, 2009 and 2008





Three Months Ended
                                  
                                  
                                  Nine Months EndedJuly 31,
                                  
                                  
                                  July 31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008RevenueNet
      Sales
                                  
                                  $
                                  1,186,847
                                  
                                  
                                  $
                                  691,123
                                  
                                  
                                  $
                                  2,803,371
                                  
                                  
                                  $
                                  2,498,628Services
                                  
                                  
                                  1,024,072
                                  
                                  
                                  
                                  788,163
                                  
                                  
                                  
                                  2,726,633
                                  
                                  
                                  
                                  2,266,819Net
      revenue
                                  
                                  
                                  2,210,919
                                  
                                  
                                  
                                  1,479,286
                                  
                                  
                                  
                                  5,530,004
                                  
                                  
                                  
                                  4,765,447Cost
      of goods sold
                                  
                                  
                                  1,098,315
                                  
                                  
                                  
                                  710,025
                                  
                                  
                                  
                                  2,627,119
                                  
                                  
                                  
                                  2,330,209Gross
      profit
                                  
                                  
                                  1,112,604
                                  
                                  
                                  
                                  769,261
                                  
                                  
                                  
                                  2,902,885
                                  
                                  
                                  
                                  2,435,238Costs and ExpensesSelling,
      general & administrative
                                  
                                  
                                  701,544
                                  
                                  
                                  
                                  383,204
                                  
                                  
                                  
                                  1,531,951
                                  
                                  
                                  
                                  1,149,485Research
      & development
                                  
                                  
                                  65,278
                                  
                                  
                                  
                                  44,963
                                  
                                  
                                  
                                  154,684
                                  
                                  
                                  
                                  134,506Depreciation
                                  
                                  
                                  9,246
                                  
                                  
                                  
                                  15,070
                                  
                                  
                                  
                                  32,340
                                  
                                  
                                  
                                  48,221Total
      costs and expenses
                                  
                                  
                                  776,068
                                  
                                  
                                  
                                  443,237
                                  
                                  
                                  
                                  1,718,975
                                  
                                  
                                  
                                  1,332,212Income
      from operations
                                  
                                  
                                  336,536
                                  
                                  
                                  
                                  326,024
                                  
                                  
                                  
                                  1,183,910
                                  
                                  
                                  
                                  1,103,026Other Income and (Expense)Interest
      income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,129
                                  
                                  
                                  
                                  584
                                  
                                  
                                  
                                  9,883Interest
      expense
                                  
                                  
                                  (1,702
                                  )
                                  
                                  
                                  (60,596
                                  )
                                  
                                  
                                  (28,611
                                  )
                                  
                                  
                                  (150,436
                                  )Gain
      on forgiveness of debt
                                  
                                  
                                  6,167
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  86,137
                                  
                                  
                                  
                                  -Derivative
      gain (loss)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  870
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  15,985Total
      other income and (expense)
                                  
                                  
                                  4,465
                                  
                                  
                                  
                                  (57,597
                                  )
                                  
                                  
                                  58,110
                                  
                                  
                                  
                                  (124,568
                                  )Net
      income before income taxes
                                  
                                  
                                  341,001
                                  
                                  
                                  
                                  268,427
                                  
                                  
                                  
                                  1,242,020
                                  
                                  
                                  
                                  978,458Income
      taxes
                                  
                                  
                                  (48,028
                                  )
                                  
                                  
                                  (69,282
                                  )
                                  
                                  
                                  (314,553
                                  )
                                  
                                  
                                  (336,416
                                  )Net
      income
                                  
                                  $
                                  292,973
                                  
                                  
                                  $
                                  199,145
                                  
                                  
                                  $
                                  927,467
                                  
                                  
                                  $
                                  642,042Net
      income per common share:Basic
                                  
                                  $
                                  0.01
                                  
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  0.02
                                  
                                  
                                  $
                                  0.01Diluted
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  0.02
                                  
                                  
                                  $
                                  0.01Weighted
      average common shares outstanding:Basic
                                  
                                  
                                  45,272,356
                                  
                                  
                                  
                                  44,285,141
                                  
                                  
                                  
                                  45,075,689
                                  
                                  
                                  
                                  43,429,325Diluted
                                  
                                  
                                  59,341,379
                                  
                                  
                                  
                                  66,539,983
                                  
                                  
                                  
                                  59,505,600
                                  
                                  
                                  
                                  68,834,437





SEE
NOTES TO FINANCIAL STATEMENTS


2





SUPERCLICK,
INC.


Consolidated
Statement of Stockholder's Equity


For the
Year Ended October 31, 2008 and the Nine Months Ended July 31, 2009
(Unaudited)





DeficitAccumulated
                                
                                
                                AccumulatedCommon Stock
                                
                                
                                Additional
                                
                                
                                During the
                                
                                
                                Other
                                
                                
                                
                                
                                
                                TotalNumber of
                                
                                
                                
                                
                                
                                
                                
                                
                                Paid-in
                                
                                
                                Developmental
                                
                                
                                Comprehensive
                                
                                
                                Treasury
                                
                                
                                Stockholders'Shares
                                
                                
                                Amount
                                
                                
                                Payable
                                
                                
                                Capital
                                
                                
                                Stage
                                
                                
                                Income (loss)
                                
                                
                                Stock
                                
                                
                                EquityBALANCES
      October 31, 2007
                                
                                
                                41,816,544
                                
                                
                                $
                                25,631
                                
                                
                                $
                                31,332
                                
                                
                                $
                                5,754,632
                                
                                
                                $
                                (7,423,997
                                )
                                
                                $
                                (31,902
                                )
                                
                                $
                                (15,140
                                )
                                
                                $
                                (1,659,444
                                )Shares
      issued during the period:Shares
      issued for services
                                
                                
                                384,122
                                
                                
                                
                                230
                                
                                
                                
                                (1,832
                                )
                                
                                
                                54,247
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                52,645Shares
      issued for interest payable
                                
                                
                                150,403
                                
                                
                                
                                90
                                
                                
                                
                                
                                
                                
                                
                                16,252
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                16,342Shares
      issued for retirementof
      convertible debentures
                                
                                
                                1,846,182
                                
                                
                                
                                1,108
                                
                                
                                
                                
                                
                                
                                
                                199,027
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                200,135Stock
      options exercised
                                
                                
                                740,000
                                
                                
                                
                                445
                                
                                
                                
                                (11,500
                                )
                                
                                
                                36,556
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                25,501Stock
      subscriptions receivable
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                -Foreign
      Currency Translation Adjustment
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (181,087
                                )
                                
                                
                                
                                
                                
                                
                                (181,087
                                )Net
      profit
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,560,177
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,560,177BALANCES
      October 31, 2008
                                
                                
                                44,937,251
                                
                                
                                $
                                27,504
                                
                                
                                $
                                18,000
                                
                                
                                $
                                6,060,714
                                
                                
                                $
                                (5,863,820
                                )
                                
                                $
                                (212,989
                                )
                                
                                $
                                (15,140
                                )
                                
                                $
                                14,269Shares
      issued during the period:Shares
      issued for services
                                
                                
                                375,000
                                
                                
                                
                                225
                                
                                
                                
                                (18,000
                                )
                                
                                
                                62,775
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                45,000Foreign
      Currency Translation Adjustment
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                255,851
                                
                                
                                
                                
                                
                                
                                
                                255,851Net
      profit
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                927,467
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                927,467BALANCES
      July 31, 2009
                                
                                
                                45,312,251
                                
                                
                                $
                                27,729
                                
                                
                                $
                                -
                                
                                
                                $
                                6,123,489
                                
                                
                                $
                                (4,936,354
                                )
                                
                                $
                                42,862
                                
                                
                                $
                                (15,140
                                )
                                
                                $
                                1,242,586





SEE
NOTES TO FINANCIAL STATEMENTS


3


SUPERCLICK,
INC.


Consolidated
Statements of Comprehensive Income (Unaudited)


For the
Three and Nine Months Ended July 31, 2009 and 2008







Three Months Ended
                        
                        
                        Nine Months EndedJuly 31,
                        
                        
                        July 31,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008Net
      earnings
                        
                        $
                        292,973
                        
                        
                        $
                        199,145
                        
                        
                        $
                        927,467
                        
                        
                        $
                        642,042Other
      comprehensive incomeForeign
      currency translation adjustment
                        
                        
                        213,737
                        
                        
                        
                        7,742
                        
                        
                        
                        255,851
                        
                        
                        
                        510Net
      comprehensive income
                        
                        $
                        506,710
                        
                        
                        $
                        206,887
                        
                        
                        $
                        1,183,318
                        
                        
                        $
                        642,552





SEE
NOTES TO FINANCIAL STATEMENTS


4





SUPERCLICK,
INC.


Consolidated
Statements of Cash Flows (Unaudited)


For the
Three and Nine Months Ended July 31, 2009 and 2008





Three Months Ended
                            
                            
                            Nine Months EndedJuly 31,
                            
                            
                            July 31,2009
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                            
                            $
                            292,973
                            
                            
                            $
                            199,145
                            
                            
                            $
                            927,467
                            
                            
                            $
                            642,042Adjustments
      to reconcile net incometo
      net cash provided (used) by operating activities:Depreciation
                            
                            
                            9,246
                            
                            
                            
                            15,070
                            
                            
                            
                            32,340
                            
                            
                            
                            48,221Stock
      issued for services
                            
                            
                            54,000
                            
                            
                            
                            16,666
                            
                            
                            
                            54,000
                            
                            
                            
                            52,645Derivative
      gain on warrants issued with debentures
                            
                            
                            -
                            
                            
                            
                            (870
                            )
                            
                            
                            -
                            
                            
                            
                            (15,985
                            )Stock
      issued for accrued interest
                            
                            
                            -
                            
                            
                            
                            9,865
                            
                            
                            
                            -
                            
                            
                            
                            16,341Gain
      on forgiveness of debt
                            
                            
                            (6,167
                            )
                            
                            
                            -
                            
                            
                            
                            (86,137
                            )
                            
                            
                            -Deferred
      taxes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (113,412
                            )
                            
                            
                            -CHANGES
      IN ASSETS AND LIABILITIES:Accounts
      receivable
                            
                            
                            102,435
                            
                            
                            
                            (250,946
                            )
                            
                            
                            1,403,858
                            
                            
                            
                            (531,858
                            )Other
      receivables
                            
                            
                            94
                            
                            
                            
                            36,018
                            
                            
                            
                            3,462
                            
                            
                            
                            31,164Prepaid
      expenses
                            
                            
                            47,539
                            
                            
                            
                            2,362
                            
                            
                            
                            (10,098
                            )
                            
                            
                            (9,610
                            )Inventory
                            
                            
                            115,267
                            
                            
                            
                            (88,319
                            )
                            
                            
                            217,531
                            
                            
                            
                            (6,499
                            )Accounts
      payable and accrued expenses
                            
                            
                            109,440
                            
                            
                            
                            6,020
                            
                            
                            
                            (303,227
                            )
                            
                            
                            20,584Accrued
      payroll
                            
                            
                            (7,871
                            )
                            
                            
                            (6,349
                            )
                            
                            
                            (32,228
                            )
                            
                            
                            25,414Income
      taxes payable and receivable
                            
                            
                            27,645
                            
                            
                            
                            69,282
                            
                            
                            
                            328,411
                            
                            
                            
                            336,416Deferred
      revenue
                            
                            
                            (320,688
                            )
                            
                            
                            (7,813
                            )
                            
                            
                            (683,614
                            )
                            
                            
                            (133,949
                            )CASH
      PROVIDED BY OPERATING ACTIVITIES
                            
                            
                            423,913
                            
                            
                            
                            131
                            
                            
                            
                            1,738,353
                            
                            
                            
                            474,926CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of furniture and equipment
                            
                            
                            (6,459
                            )
                            
                            
                            -
                            
                            
                            
                            (11,502
                            )
                            
                            
                            (15,291
                            )CASH
      (USED) FOR INVESTING ACTIVITIES
                            
                            
                            (6,459
                            )
                            
                            
                            -
                            
                            
                            
                            (11,502
                            )
                            
                            
                            (15,291
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of loans
                            
                            
                            (100,382
                            )
                            
                            
                            (36,147
                            )
                            
                            
                            (151,767
                            )
                            
                            
                            (74,896
                            )Repayment
      of convertible debenture
                            
                            
                            -
                            
                            
                            
                            (89,649
                            )
                            
                            
                            (761,588
                            )
                            
                            
                            (360,436
                            )Stock
      options exercised
                            
                            
                            -
                            
                            
                            
                            2,000
                            
                            
                            
                            
                            
                            
                            
                            34,500CASH
      (USED) FOR FINANCING ACTIVITIES
                            
                            
                            (100,382
                            )
                            
                            
                            (123,796
                            )
                            
                            
                            (913,355
                            )
                            
                            
                            (400,832
                            )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                            
                            
                            271,894
                            
                            
                            
                            (13,172
                            )
                            
                            
                            347,666
                            
                            
                            
                            (40,354
                            )NET
      INCREASE (DECREASE) IN CASH
                            
                            
                            588,966
                            
                            
                            
                            (136,837
                            )
                            
                            
                            1,161,162
                            
                            
                            
                            18,449CASH,
      beginning of period
                            
                            
                            1,353,716
                            
                            
                            
                            944,877
                            
                            
                            
                            781,520
                            
                            
                            
                            789,591CASH,
      end of period
                            
                            $
                            1,942,682
                            
                            
                            $
                            808,040
                            
                            
                            $
                            1,942,682
                            
                            
                            $
                            808,040Interest
      paid
                            
                            $
                            -
                            
                            
                            $
                            10,351
                            
                            
                            $
                            22,503
                            
                            
                            $
                            68,639Taxes
      paid
                            
                            $
                            22,188
                            
                            
                            $
                            -
                            
                            
                            $
                            109,530
                            
                            
                            $
                            5,356Other
      non-cash investing and financing activities:Shares
      issued for services
                            
                            $
                            54,000
                            
                            
                            $
                            16,666
                            
                            
                            $
                            54,000
                            
                            
                            $
                            52,645Shares
      issued for accrued interest
                            
                            $
                            -
                            
                            
                            $
                            9,865
                            
                            
                            $
                            -
                            
                            
                            $
                            16,342Shares
      issued for debt principle
                            
                            $
                            -
                            
                            
                            $
                            100,135
                            
                            
                            $
                            -
                            
                            
                            $
                            200,135





SEE
NOTES TO FINANCIAL STATEMENTS


5





SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


FOR THE
THREE AND NINE MONTHS ENDED JULY 31, 2009 AND 2008





NOTE A-ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation





The
unaudited financial statements of Superclick, Inc. as of July 31, 2009 and for
the three and nine months ended July 31, 2009 and 2008 have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial reporting.  Accordingly, they do not
include all of the disclosures required by accounting principles generally
accepted in the United States for complete financial statements and should be
read in conjunction with the audited consolidated financial statements and notes
thereto included in the Superclick, Inc's Form 10-KSB for the year ended October
31, 2008.   In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation of the interim financial information have been
included.   The results of operations for any interim period are
not necessarily indicative of the results of operations for the entire
year.




Organization





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





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





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





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


6


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





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





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





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





Summary of Significant
Accounting Principles





Principles of
consolidation





The
consolidated financial statements include the accounts of Superclick Networks,
Inc. and its wholly-owned subsidiaries, Superclick, Inc. and Hotel Net LLC,
which are 100% consolidated in the financial statements.  All material
inter-company accounts and transactions have been eliminated.





Accounting
estimates





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





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.


7


Accounts
receivable





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





Inventories





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





Property and
equipment





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





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





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





Long-lived
assets





Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
historical cost-carrying value of an asset may not be recovered.  The
Company assesses recoverability of the carrying value of an asset by estimating
the fair value of the asset.  If the fair value is less than the
carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset's carrying value and fair value.





Revenue recognition
policy





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


8


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





Shipping and handling
costs





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





Advertising





The
Company expenses all advertising as incurred.  For the three months
ended July 31, 2009 and 2008, the Company incurred approximately $28,021 and
$48,951, respectively in marketing and advertising expense.  For the
nine months ended July 31, 2009 and 2008, the Company incurred approximately
$37,829 and $63,149, respectively in advertising expense.





Earnings (Loss) per common
share





The
Company follows Statement of Financial Accounting Standards No. 128 which
requires the reporting of both basic and diluted earnings (loss) per
share.  Basic 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.





Issuance of common
stock





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





Income
taxes





Provisions
for income taxes are based on taxes payable or refundable for the current year.
Deferred taxes are based on temporary differences between the amount of taxable
income and pretax financial income and between the tax bases of assets and
liabilities and their reported amounts in the financial
statements.  Deferred tax assets and liabilities are included in the
financial statements at currently enacted income tax rates applicable to the
period in which the deferred tax assets and liabilities are expected to be
realized or settled as prescribed in FASB Statement No. 109, Accounting for
Income Taxes.    In June 2006, the FASB issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109” (“FIN 48”).  FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with SFAS No. 109,
“Accounting for Income Taxes” (SFAS 109”).  FIN 48 prescribes a
two-step process to determine the amount of tax benefit to be
recognized.  First, the tax position must be evaluated to determine
the likelihood that it will be sustained upon external
examination.  If the tax position is deemed “more-likely-than-not” to
be sustained, the tax position is then assessed to determine the amount of
benefit to recognize in the financial statements.  The amount of the
benefit that may be recognized is the largest amount that has a greater than
50 percent likelihood of being realized upon ultimate
settlement.  As changes in tax laws or rates are enacted, deferred tax
assets and liabilities are adjusted through the provision for income
taxes.  Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.  The
Company underwent a change of control for income tax purposes on October 8, 2003
according to Section 381 of the Internal Revenue Code.  The Company's
utilization of U.S. Federal net operating losses will be limited in accordance
to Section 381 rules.


9


Recent Accounting
Pronouncements





In March
2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and
Hedging Activities—an amendment of FASB Statement No. 133. SFAS 161 amends SFAS
133 and changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. The Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. We do not expect SFAS No. 161 to have a material impact
on the preparation of our financial statements.





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




In May
2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No.
162, The Hierarchy of Generally Accepted Accounting Principles. This standard is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with generally accepted
accounting principles in the United States for non-governmental entities. SFAS
No. 162 is effective 60 days following approval by the U.S. Securities and
Exchange Commission ("SEC") of the Public Company Accounting Oversight Board's
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. We do not expect SFAS No. 162 to have
a material impact on the preparation of our financial
statements.


10


On June
16, 2008, the FASB issued final Staff Position (FSP) No. EITF 03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities," to address the question of whether instruments
granted in share-based payment transactions are participating securities prior
to vesting. The FSP determines that unvested share-based payment awards that
contain rights to dividend payments should be included in earnings per share
calculations. We do not expect FSP EITF 03-6-1 to have a material impact on the
preparation of our financial statements.





In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP
157-4 provides guidance on how to determine the fair value of assets and
liabilities when the volume and level of activity for the asset/liability has
significantly decreased. FSP 157-4 also provides guidance on identifying
circumstances that indicate a transaction is not orderly. In addition, FSP 157-4
requires disclosure in interim and annual periods of the inputs and valuation
techniques used to measure fair value and a discussion of changes in valuation
techniques.  We do not expect FSP FAS 157-4 to have a material impact
on the preparation of our financial statements.





In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP
115-2/124-2 amends the requirements for the recognition and measurement of
other-than-temporary impairments for debt securities by modifying the
pre-existing “intent and ability” indicator. Under FSP 115-2/124-2, an
other-than-temporary impairment is triggered when there is an intent to sell the
security, it is more likely than not that the security will be required to be
sold before recovery, or the security is not expected to recover the entire
amortized cost basis of the security.  Additionally, FSP 115-2/124-2
changes the presentation of an other-than-temporary impairment in the income
statement for those impairments involving credit losses. The credit loss
component will be recognized in earnings and the remainder of the impairment
will be recorded in other comprehensive income. We do not expect FSP FAS 115-2
and FAS 124-2 to have a material impact on the preparation of our financial
statements.





In
April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure
about Fair Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB
28-1 requires interim disclosures regarding the fair values of financial
instruments that are within the scope of FAS 107, “Disclosures about the Fair
Value of Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires
disclosure of the methods and significant assumptions used to estimate the fair
value of financial instruments on an interim basis as well as changes of the
methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial
instruments.  We do not expect FSP FAS 107-1 and APB 28-1 to have a
material impact on the preparation of our financial statements.





Concentrations of credit
risk





The
Company performs ongoing credit evaluations of its customers.  At July
31, 2009, two customers accounted for 27% (14% and 13%) of accounts
receivable.  As of July 31, 2008, two customers accounted for 43% (29%
and 14%) of accounts receivable.


11


During
the three months ended July 31, 2009, one customer accounted for 11% of
sales.  During the nine months ended July 31, 2009, no customer
accounted for more than 10% of sales.





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





For the
three months ended July 31, 2009 and 2008, approximately 29% and 36% of the
Company's net sales were made to customers outside the United
States.  For the nine months ended July 31, 2009 and 2008,
approximately 34% and 32% of the Company's net sales were made to customers
outside the United States.





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





Disclosure about Fair Value
of Financial Instruments





The
Company estimates that the fair value of all financial instruments at July 31,
2009 and October 31, 2008, as defined in FASB 107, does not differ materially
from the aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet.  The estimated fair value amounts have
been determined by the Company using available market information and
appropriate valuation methodologies.  Considerable judgment is
required in interpreting market data to develop the estimates of fair value, and
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.





Accounting
for Share-Based Compensation




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





Foreign Currency
Translation





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





Research and
development





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


12





NOTE B – ACCOUNTS
RECEIVABLE





The
accounts receivable balance at July 31, 2009 and October 31, 2008 consisted of
$812,448 and $2,142,205, respectively, and is reported net of an allowance for
doubtful accounts of $58,263 and $55,974, respectively.





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 July 31, 2009 and October
31, 2008:





2009
                      
                      
                      2008Computer
      equipment
                      
                      $
                      161,155
                      
                      
                      $
                      350,912Allowance
      for obsolete inventory
                      
                      
                      (23,241
                      )
                      
                      
                      (20,614
                      )Inventory,
      net
                      
                      $
                      137,914
                      
                      
                      $
                      330,298





NOTE D - PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following at July 31, 2009 and October 31,
2008:





2009
                  
                  
                  2008Computer
      hardware
                  
                  $
                  214,240
                  
                  
                  $
                  182,298Furniture
      & fixtures
                  
                  
                  144,837
                  
                  
                  
                  128,466Computer
      software
                  
                  
                  99,658
                  
                  
                  
                  86,548Leasehold
      improvements
                  
                  
                  34,241
                  
                  
                  
                  28,871Fabrication
      mold and dye
                  
                  
                  21,084
                  
                  
                  
                  18,701514,060
                  
                  
                  
                  444,884Accumulated
      depreciation
                  
                  
                  (364,815
                  )
                  
                  
                  (291,487
                  )Fixed
      assets, net
                  
                  $
                  149,245
                  
                  
                  $
                  153,397





Depreciation
expense for the three months ended July 31, 2009 and 2008 was $9,246 and
$15,070, respectively. Depreciation expense for the nine months ended July 31,
2009 and 2008 was $32,340 and $48,221, respectively.





NOTE E – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES





Accounts
payable of $475,952 at July 31, 2009 consisted of $292,270 in trade payables,
$1,894 related to professional fees and $181,788 of accrued
payroll.  Accounts payable and accrued expenses at October 31, 2008
consisted of $507,559 in trade payables, $48,840 related to professional fees,
$15,039 of accrued interest and $193,208 of accrued payroll of which $42,614 and
$45,517 are due to the CEO and CFO, respectively.


13





NOTE F – INCOME TAXES
PAYABLE





As of
July 31, 2009, $331,191 was accrued for income taxes payable to the Canadian and
Provincial income tax authorities.  For the three months ended July
31, 2009 and 2008, the Company recorded a provision for income taxes of $48,028
and $69,282, respectively.  For the nine months ended July 31, 2009
and 2008, the Company recorded a provision for income taxes of $314,553 and
$336,416, respectively, based on a combined Federal and Provincial tax rate of
31%.





As of
October 31, 2008, $84,220 was accrued for income taxes payable to the Canadian
and Provincial income tax authorities.  The Company recorded a
provision for income taxes of $157,175 for the year ended October 31, 2008 based
on a combined Federal and Provincial tax rate of 32%.





The
Company updates the estimate of its annual effective tax rate at the end of each
quarterly period.  The Company’s estimate takes into account
estimations of annual pre-tax income, the geographic mix of pre-tax income and
its interpretations of tax laws and the possible outcomes of current and future
audits.





NOTE G – DEFERRED
REVENUE





Deferred
revenue consists of funds received in advance of services being
performed.  As of July 31, 2009, the deferred revenue balance of
$1,108,114 consisted of 1) $520,548 related to support and maintenance for
multiple customers; 2) $233,320 related to the sale of a master license
agreement which commenced August 2007 and is being amortized over its term of
thirty six (36) months; and 3) $354,246 related to customer deposits for future
hardware installations.





As of
October 31, 2008, the deferred revenue balance of $1,643,665 consisted of 1)
$904,365 related to support and maintenance for multiple customers; 2) $408,325
related to the sale of a master license agreement which commenced August 2007
and is being amortized over its term of thirty six (36) months; and 3) $330,975
related to customer deposits for future hardware installations.





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





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





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


14





During
July 2009, the company settled one convertible note originally dated August 31,
2005 had a face amount of $70,000, accrued interest at the rate of nine percent
(9%) per annum, was convertible into shares of common stock at a conversion
price of $.50 and matured on January 1, 2006.  As a result of the
settlement agreement, each party released any and all claims.  In
exchange for the release, the Company paid $87,500 and recognized a $6,167 gain
on settlement of the debt.





During
the three months ended July 31, 2009 and 2008, the Company recognized $1,116 and
$1,665, respectively of interest expense on the single interest bearing note
that was settled.  During the nine months ended July 31, 2009 and
2008, the Company recognized $4,428 and $4,995, respectively of interest expense
on the same interest bearing note.





During
the Three and nine months ended July 31, 2009, the Company made principle
payments of $22,400 and $67,200, respectively on the four outstanding
notes.  The principle balance on the four outstanding notes as of July
31, 2009 was $52,000 representing a decrease of $141,400 since October 31,
2008.





During
the year ended October 31, 2008, the Company recognized $6,696 of interest
expense on the single interest bearing note.  Accrued interest payable
on the remaining interest bearing note was $15,039 which was also convertible
into 178,478 shares of common stock as of October 31, 2008.  The
principle balance on all of the notes as of October 31, 2008 was
$193,400.





NOTE I – CONVERTIBLE
DEBENTURE





On
January 23, 2009, the Company made a $726,079 settlement payment in full
satisfaction of our outstanding debentures.  This payment was in
addition to other principle payments of $41,588 made during the
quarter.  The holder of our debentures accepted 90% of the outstanding
principle and interest in full satisfaction resulting in a gain to the Company
of $79,970. The Company has been released from all claims, liabilities or
obligations of any type or nature with respect to the debentures.





Nine Months Ended
                          July 31, 2009Total
      principle payments
                        
                        $
                        720,000Total
      interest payments
                        
                        
                        6,079Total
      payments
                        
                        
                        726,079Debenture
      balance as of January 23, 2009 (Pay-off date) including interest and
      principle
                        
                        
                        806,049Gain
      on settlement of debentures
                        
                        $
                        79,970





The
965,997 common stock warrants related to these debentures, were canceled as a
result of the debenture settlement.





During
the three months ended July 31, 2009 and 2008, the Company incurred $0 and
$34,978, respectively, in interest expense related to the convertible
debentures.  During the nine months ended July 31, 2009 and 2008, the
Company incurred $22,503 and $110,094, respectively, in interest expense related
to the convertible debentures.


15





NOTE J -
COMMITMENTS





On
October 1, 2004 the Company began a lease for office space.  The lease
extends through September 30, 2009 at a rate of $4,867 per month.  The
Company financed computer equipment with a loan term which extends through
September 28, 2009 at a rate of $1,230 per month.





During
the three months ended July 31, 2009 and 2008, the Company incurred $15,678 and
$17,713, respectively, in rent expense.  During the nine months ended
July 31, 2009 and 2008, the Company incurred $44,442 and $53,140, respectively,
in rent expense.





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





NOTE K - PREFERRED AND
COMMON STOCK





Preferred
Stock





The
Company has authorized 20,000,000 shares of $.0001 par value preferred stock
available for issuance.  No shares of preferred stock have been issued
as of July 31, 2009.





Private Placement and
Warrant Activity





During
the year ended October 31, 2008, the Company issued 1,996,585 shares of common
stock, including 1,846,182 shares in exchange for $200,135 of debenture
principle and 150,403 shares of common stock in exchange for $16,342 of accrued
interest related to our debentures.





Stock issued for
Services





During
the year ended October 31, 2008, the Company issued 384,122 shares of common
stock in exchange for director services.  Of the 384,122 shares, 1)
141,656 shares were issued for services performed in fiscal year 2007 which
expense of $19,832 was recognized in our fiscal year ending October 31, 2007,
and; 2) 242,466 shares were issued for services valued at
$34,645.  The Company has accrued $18,000 to common stock payable for
director services performed.  We anticipate the issuance of common
stock for these services during our first fiscal quarter of 2009.





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





During
the nine months ended July 31, 2009, the Company issued 300,000 non -revocable
shares of common stock in exchange for investor relations services valued at
fair market value of  $0.18 per share or $54,000.


16


Common Stock
Options





During
the year ended October 31, 2008, no options were canceled or
granted.  740,000 shares of common stock were issued pursuant to
option exercises, including 1) 230,000 shares issued pursuant to prior year
option exercises, and; 2) 510,000 shares issued pursuant to options exercised
during 2008 which resulted in $25,500 to the company.  No other option
activity occurred.





During
the nine months ended July 31, 2009, no options were canceled or
granted.





NOTE L -
WARRANTS





At July
31, 2009 the Company had no warrants outstanding.  The 965,997
warrants related to the convertible debentures which entitled the holder thereof
the right to purchase one common share for each warrant were canceled as a
result of the debenture settlement (see Note I).  No other warrant
activity occurred during the nine months ended July 31, 2009.





NOTE M – STOCK INCENTIVE
PLANS





The 2004 Incentive Stock
Option Plan





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





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





During
the year ended October 31, 2008, 740,000 shares of common stock were issued
pursuant to option exercises, including 1) 230,000 shares issued pursuant to
prior year option exercises, and; 2) 510,000 shares issued pursuant to options
exercised during 2008 (See Note K).  No other option activity
occurred.





During
the nine months ended July 31, 2009, there was no option activity.





The
following table summarizes the Company's stock option activity for the nine
months ended July 31, 2009:


17





2009Weighted AverageShares
                            
                            
                            Exercise
      PriceOutstanding
      at beginning of year
                            
                            
                            13,952,356
                            
                            
                            $
                            0.07Granted
                            
                            
                            -
                            
                            
                            
                            -Forfeited
                            
                            
                            -
                            
                            
                            
                            -Exercised
                            
                            
                            -
                            
                            
                            
                            -Outstanding
      at end of period
                            
                            
                            13,952,356
                            
                            
                            $
                            0.07Options
      exerciseable at period end
                            
                            
                            13,952,356





The
following table summarizes information about the Company's stock options
outstanding at July 31, 2009:





Options Outstanding
                            
                            
                            Options ExercisableNumber
                            
                            
                            Weighted
                            
                            
                            Weighted
                            
                            
                            
                            
                            
                            WeightedRange of
                            
                            
                            Outstanding
                            
                            
                            Average
                            
                            
                            Average
                            
                            
                            
                            
                            
                            AverageExercise
                            
                            
                            At July 31,
                            
                            
                            Contractural
                            
                            
                            Exercise
                            
                            
                            Number
                            
                            
                            ExercisePrices
                            
                            
                            2009
                            
                            
                            Life (years)
                            
                            
                            Price
                            
                            
                            Outstanding
                            
                            
                            Price$
                            0.50
                            
                            
                            
                            589,856
                            
                            
                            
                            -
                            
                            
                            $
                            0.50
                            
                            
                            
                            589,856
                            
                            
                            $
                            0.500.65
                            
                            
                            
                            137,500
                            
                            
                            
                            -
                            
                            
                            
                            0.65
                            
                            
                            
                            137,500
                            
                            
                            
                            0.650.05
                            
                            
                            
                            13,225,000
                            
                            
                            
                            -
                            
                            
                            
                            0.05
                            
                            
                            
                            13,225,000
                            
                            
                            
                            0.05Total
                            
                            
                            
                            13,952,356
                            
                            
                            
                            -
                            
                            
                            $
                            0.07
                            
                            
                            
                            13,952,356
                            
                            
                            $
                            0.07





The
Company adopted Statement of Financial Accounting Standards No. 123 (revised
2004), Share-Based Payment (“SFAS 123r”) as of the beginning of the first
interim or annual reporting period that begins after December 15,
2005.  Under SFAS 123r, the Company measures the fair market value of
stock options granted using the Black-Scholes Option Pricing Model on the date
of grant and recognizes related compensation expense ratably over the options
vesting period for all future grants.  The Company also estimates the
amount of forfeitures or the amount of options that will be canceled in the
future.  During the three and six months ended April 30, 2009 and
2008, the Company recognized no compensation expense.  The Company has
recorded compensation expense of $767,017 through July 31, 2009.





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





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


18


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





During
the year ended October 31, 2008, the Company issued 384,122 shares of common
stock in exchange for director services.  Of the 384,122 shares, 1)
141,656 shares were issued for services performed in fiscal year 2007 which
expense of $19,832 was recognized in our fiscal year ending October 31, 2007,
and; 2) 242,466 shares were issued for services valued at
$34,645.  The Company had accrued $18,000 to common stock payable for
director services performed.  Issuance of common stock for these
services took place during the first fiscal quarter of 2009.





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





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





NOTE N – 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.





During
the year ended October 31, 2008, our U.S. based operation had a net loss of
approximately $43,000.  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 $17,200 for the year ended
October 31, 2008, assuming a combined federal and California tax rate of
40%.


19





United States Corporation Income
      TaxesYear of Loss (Income)
                          
                          Amount
                          
                          Expiration DateOctober 31, 2008
                          
                          $
                          44,582
                          
                          October 31, 2028October 31, 2006
                          
                          
                          781,183
                          
                          October 31, 2026October 31, 2005
                          
                          
                          3,969,331
                          
                          October 31, 2025October 31, 2004
                          
                          
                          898,697
                          
                          October 31, 2024October 31, 2003
                          
                          
                          53,638
                          
                          October 31, 2023December 31, 2002
                          
                          
                          45,349
                          
                          December 31, 2022$
                          5,792,780





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





During
the year ended October 31, 2008, Superclick Networks, Inc. (SNI), our Canadian
based operation, generated net income for tax purposes of $1,153,148
CDN.   However, the subsidiary lowered its tax liability to both
the Federal and Provincial authorities with the application of its carry forward
R&D tax credits and NOL. If the subsidiary did not have the carry forward
balances available, based on a combined tax rate of approximately 32%, the
provision would have been approximately $363,240 CDN.  The NOL
available to offset Canadian Income Taxes was fully utilized during the fiscal
year ending October 31, 2008.





During
the year ended October 31, 2008 SNI recently underwent an audit by the Canadian
Federal Government, the outcome of which resulted in a potential reduction to
the NOL carry forward. However, no formal reduction of said NOL has been
received by the Company.  In addition, the Company plans to contest
the potential adjustment. Furthermore, the Company has not reduced the potential
NOL available by that amount for purposes of calculating our provision for
income tax.





SNI  receives
tax credits for research and development activities from Revenue Canada. As of
July 31, 2009, the Company reflected approximately $127,944 USD in tax credits
available for future use.





SNI  receives
reimbursement of research and development activities from the Province of Quebec
beyond the tax credits described above.  As of July 31, 2009, there
was no receivable for such research and development activities.





SNI
receives reimbursement of sales tax charged on the resale of goods and services
transacted in Canada from both Federal and from the Provincial governments
beyond the tax credits described above.  As of July 31, 2009, the
Company recognized $8,069 as a receivable for those sales taxes.





NOTE O – RELATED PARTY
TRANSACTION





Mr.
Ronald A. Fon became a Director of the Company during the month of February
2009. Mr. Fon is also a principal with a firm that provides IR consulting
services to the Company for monthly compensation of approximately $3,120. During
the three and nine months ended July 31, 2009 approximately $9,400 and $12,500,
respectively was paid.


20


Mrs.
Papapicco, formerly the Director of Operations, is the spouse of Mr. Natale,
Chief Executive Officer of the Company. Mrs. Papapicco became separated from the
Company on May 31, 2008, but has provided services on a limited basis in the
same position. During the three and nine months ended July 31, 2009 she received
approximately $11,100 and $26,200, respectively.  During the three and
nine months ended July 31, 2008, she received approximately $6,400 and $32,200,
respectively.





NOTE Q - SUBSEQUENT
EVENTS





None.




21




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





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





In
addition to our North American operations, we have installations and contracts
in Europe and the Caribbean.  With the exception of Canadian
operations, the majority of transactions in other regions are denominated using
the United States dollar.   However, some of our transactions are
in Canadian dollars; therefore, we are exposed to currency fluctuation
risks.





We
continue to develop our product offering and IP management solutions, listening
carefully to our customers to determine development paths that most directly
meet their needs. Superclick emerged from the development stage during the
fiscal year ended October 31, 2005.





Critical
Accounting Policies





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





Revenue
Recognition





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





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


22





Accounts
receivable





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





Inventories





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





Income
taxes





Provisions
for income taxes are based on taxes payable or refundable for the current period
and deferred taxes on temporary differences between the amount of taxable income
and pretax financial income and between the tax bases of assets and liabilities
and their reported amounts in the financial statements.  Deferred tax
assets and liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled as prescribed in
FASB Statement No. 109, Accounting for Income Taxes.  In
June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109”
(“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements in accordance with SFAS
No. 109, “Accounting for Income Taxes” (SFAS 109”).  FIN 48
prescribes a two-step process to determine the amount of tax benefit to be
recognized.  First, the tax position must be evaluated to determine
the likelihood that it will be sustained upon external
examination.  If the tax position is deemed “more-likely-than-not” to
be sustained, the tax position is then assessed to determine the amount of
benefit to recognize in the financial statements.  The amount of the
benefit that may be recognized is the largest amount that has a greater than
50 percent likelihood of being realized upon ultimate
settlement.  As changes in tax laws or rates are enacted, deferred tax
assets and liabilities are adjusted through the provision for income
taxes.  Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.  The
Company underwent a change of control for income tax purposes on October 8, 2003
according to Section 381 of the Internal Revenue Code.  The Company's
utilization of U.S. Federal net operating losses will be limited in accordance
to Section 381 rules.  As changes in tax laws or rates are enacted,
deferred tax assets and liabilities are adjusted through the provision for
income taxes.  Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be
realized.


23





Foreign
Currency Translation





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





Overview





Results of
Operations





THREE AND
NINE MONTHS ENDED JULY 31, 2009 AND 2008





Revenue





Net
Revenue for the three months ended July 31, 2009 and 2008 was
$2,210,919 and $1,479,286, respectively. Compared to the same period last
year, the three month favorable variance was $731,633, or 49.5%. The favorable
variance was the net result of a 71.7% or $495,724 improvement in new business
revenue and 29.9% or $235,909 increase in services revenue. The current quarter
favorable variance recovered the Q2 unfavorable variance of approximately
$391,000 and is another strong validation of the Company’s product
offerings.





Net
Revenue for the nine months ended July 31, 2009 and 2008 was $5,530,004 and
$4,765,447, respectively.  Compared to the same period last year, the
nine month favorable variance was $764,557 or 16.0%.  The positive
variance is a direct result of the current quarter’s performance.





Gross
Profit





Gross
profit for the three months ended July 31, 2009 and 2008 was $1,112,604 and
$769,261, respectively. The Gross profit was $343,343 more than the
previous year - a 44.6% improvement. The favorable gross profit variance was due
to the increase in net revenues.  Gross margins were 50.3% this
quarter compared to 52.0% last year – a slight decrease of 1.7%. Due to the
current negative economic climate, the Company has adapted its operations to
this new reality in a manner that, despite the slight decrease in margin, its
operations continue to operate effectively and efficiently producing very
respectable margins.





Gross
profit for the nine months ended July 31, 2009 and 2008 was $2,902,885 and
$2,435,238, respectively.  Gross profit improved by $467,647 or 19.2%
followed by a 1.4% improvement in the gross margin to 52.5% from 51.1% in
2008.  The Company’s year-to-date gross margin remained strong as
the sales mix becomes increasingly weighted towards
services.  Historically, the services business has produced higher
margins.


24





Selling,
General and Administrative





Selling,
General and Administrative expenses for the three months ended July 31, 2009 and
2008 were $701,544 and $383,204, respectively. The unfavorable variance compared
to the same quarter last year was mainly due to foreign currency fluctuations of
approximately $204,000 and increased legal expenses of approximately
$116,000.





For the
nine months ended July 31, 2009 and 2008 Selling, General and Administrative
expenses were $1,531,951 and $1,149,485, respectively. The year-to-date
unfavorable variance was mainly due to the unfavorable variance incurred during
the current quarter.





Research
and Development





Research
and development expenses for the three months ended July 31, 2009 and 2008 were
$65,278 or 3.0% of revenue and $44,963 or 3.0% of revenue, respectively. The
$20,315 variance was
mainly due to onetime costs incurred for certain PMS integrations performed,
hardware purchased for the R&D labs and increases due to higher human
capital.





Research
and development expenses for the nine months ended July 31, 2009 and 2008 were
$154,684 or 2.8% of revenue and $134,506 or 2.8% of revenue, respectively. The
$20,178 variance was mainly due to the variance incurred during the current
quarter.





Income
from operations





As a
result of above, Income from Operations for the three months ended July 31, 2009
was $336,536 or 15.2% of net revenue, compared to $326,024 or 22.0% of net
revenue for the three months ended July 31, 2008.




As a
result of above, Income from Operations for the nine months ended July 31, 2009
was $1,183,910 or 21.4% of net revenue, compared to $1,103,026 or 23.1% of net
revenue for the nine months ended July 31, 2008.





Other
Income and Expense





The total
other income and expense for the three months ended July 31, 2009 and 2008 was
income of $4,465 and expense of $57,597, respectively.  The total
other income and expense for the nine months ended July 31, 2009 and 2008 was
income of $58,110 and expense of $124,568, respectively.





Interest
income for the three months ended July 31, 2009 and 2008 was $0 and $2,129,
respectively.  Interest income for the nine months ended July 31, 2009
and 2008 was $584 and $9,883, respectively.





Interest
expense for the three months ended July 31, 2009 and 2008 was $1,702 and
$60,596, respectively.  The decrease in interest expense is due
primarily to the debentures being settled in full on January 23, 2009
(settlement date) thus reducing the interest burden this quarter. Interest
expense for the nine months ended July 31, 2009 and 2008 was $28,611 and
$150,436, respectively.


25





The gain
of forgiveness of debt for the three and nine months ended July 31, 2009 was
$6,167 and $86,137, respectively. For the three and nine months ended July 31,
2008 the amounts were $nil. The gain realized during the current quarter was as
a result of settling in full of the interest bearing convertible note, whereas
the gain realized during the nine months ended July 31, 2009 included the
settling of the interest bearing note and the convertible
debentures.





There was
no derivative gain or loss for the three and nine months ended July 31, 2009.
The derivative gain for the three and nine months ended July 31, 2008 was $870
and $15,985, respectively.  The derivative gain represented the
decrease in the value of the 965,997 common stock warrants related to the
debentures.  No such gain or loss was recorded as of July 31, 2009 as
the value of the warrants was nil as of year end.





Net
Income





The net
income before income taxes for the three months ended July 31, 2009 was $341,001
or 15.4% of net revenue compared to $268,427 or 18.1% of net revenue during the
three months ended July 31, 2008.  The Company recorded $48,028 in
income tax expense during the three months ended July 31, 2009 compared to
$69,282 in 2008.  Third quarter 2009 net income was $292,973 or 13.3%
of net revenue compared to $199,145 or 13.5% of net revenue during 2008
representing an increase of $93,828.





The net
income before income taxes for the nine months ended July 31, 2009 was
$1,242,020 or 22.5% of net revenue representing an improvement of $263,562 or
26.9% compared to $978,458 or 20.5% of net revenue during the nine months ended
July 31, 2008.  The Company recorded $314,553 in income tax expense
during the nine months ended July 31, 2009 compared to $336,416 in
2008.  Nine month 2009 net income was $927,467 or 16.8% of net revenue
compared to $642,042 or 13.5% of net revenue during 2008 representing an
improvement of $285,425 or 44.5%.





Net
Income (Loss) Per Common Share





For the
three months ended July 31, 2009, the net income per common share basic was
$0.01 and $0.00 fully diluted, compared to $0.00 Basic and $0.00 diluted for the
three months ended July 31, 2008.  The basic and fully diluted
weighted average shares for the third quarter of 2009 were 45,272,356 and
59,341,379, respectively.  The basic and fully diluted weighted
average shares for the third quarter of 2008 were 44,285,141 and 66,539,983,
respectively.





For the
nine months ended July 31, 2009, the net income per common share basic was $0.02
and $0.02 fully diluted, compared to $0.01 Basic and $0.01 diluted for the nine
months ended July 31, 2008.  The basic and fully diluted weighted
average shares for the first nine months of 2009 were 45,075,689 and 59,505,600,
respectively.  The basic and fully diluted weighted average shares for
the first nine months of 2008 were 43,429,325 and 68,834,437,
respectively.


26





Financial
Condition





From
inception to July 31, 2009, the Company has incurred an accumulated deficit of
$4,936,354.  This loss has been incurred through a combination of
professional fees and expenses supporting the Company’s plans for growth during
the early stages of its business cycle along with a cumulative effect adjustment
in fiscal year end 2005.  The Company has reported positive net income
since Q2 2007.  During the nine months ended July 31, 2009, the
Company has experienced organic growth resulting in an increase in net revenue
of 16.0% and producing net income of 16.8%.





Up until
2005, operations have been primarily financed through debt and equity
financing.   During the nine months ended July 31, 2009 the net
increase in cash was $1,161,162 despite a cash outlay of approximately $807,500
in order to settle outstanding convertible debentures and a convertible
note.  Total cash resources as of July 31, 2009 was $1,942,682
compared to $781,520 at October 31, 2008.





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





The
Company's Liquidity Plan





Recent
operating results have calmed concerns about our ability to generate cash flow
from operations.  Net income for the nine months ended July 31, 2009
was $927,467 compared to $642,042 for the nine months ended July 31, 2008 and
the operations provided $1,738,353 of cash compared to $474,926 for the nine
months ended July 31, 2008.





During
the nine months ended July 31, 2009, the Company has financed operations solely
with cash generated through sales and the collection of its accounts
receivable.





The Hotel
Net LLC notes matured on January 1, 2007.  Four of the five notes were
canceled and replaced with new notes that do not accrue interest and mature
December 31, 2009.  The remaining note was settled in July 2009 for
$87,500 resulting in a gain on forgiveness of debt of $6,167.  The new
balance for notes payable at July 31, 2009 is $52,000 or $141,400 less than the
2008 balance of $193,400.





During
the year ended October 31, 2008, we issued 1,996,585 shares of Common Stock in
exchange for $216,477 of debt principle and accrued interest of our convertible
debentures.





During
the year ended October 31, 2008, we issued 384,122 shares of Common Stock to our
directors in exchange for services performed, including 1) 141,656 which was
expensed in 2007 and payable at October 31, 2007 valued at $19,832, and; 2)
242,466 for 2008 services valued at $34,645.





During
the nine months ended July 31, 2009, we issued 375,000 shares of Common Stock 1)
75,000 shares to our directors valued at $9,000 and 2) 300,000 as payment for
investor relations services valued at $54,000.


27





Off-Balance
Sheet Arrangements





At July
31, 2009 we had no obligations that would qualify to be disclosed as off-balance
sheet arrangements.





Contractual
Obligations





Equipment loan
obligation:  Loan obligation relates to computer equipment used
in our Montreal office.  The loan term extends through September 28,
2009 at a rate of $1,230 per month.





Operating lease
obligations:  Operating lease obligations consist of office
rental commitment for our offices in Montréal, Québec,
Canada.   On October 1, 2004 we began a lease for office space in
Montréal.  The lease extends through September 30, 2009 at a rate of
$4,867 per month.





Inflation





Although
our operations are influenced by general economic conditions, we do not believe
inflation had a material effect on the results of operations during the three
and nine months ended July 31, 2009.   However, there can be no
assurance our business will not be affected by inflation in the
future.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





RISK
FACTORS





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





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




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


28


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





Such
additional funds may not become available on acceptable terms and there can be
no assurance that any additional funding that we obtain will be sufficient to
meet our needs in the long term.   Through October 31, 2007, a
significant portion of our financing has been through private placements of
common stock warrants and convertible debt.   Unless our
operations continue to generate significant revenues, we will continue to fund
operations from cash on hand and through similar sources of capital previously
described.   We can give no assurances that any additional
capital that we are able to obtain will be sufficient to meet our
needs.   Although the Company was profitable in fiscal 2007 and
2008, the need for additional equity, debt financing or the entering into a
strategic alliance may be required in order to sustain operations or grow our
business through strategic alliances or acquisitions.





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





If we are
to grow and expand our operations, we will need to raise significant amounts of
additional capital.   There can be no assurance that we will be
successful in raising a sufficient amount of additional capital, or if we are
successful, that we will be able to raise capital on reasonable
terms.   If we do raise additional capital, our existing
shareholders may incur substantial and immediate dilution.





Risks
Related To Our Business:





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





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





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


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


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


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


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


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


29





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


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


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





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





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





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


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





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





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


30





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




There is
considerable patent and other intellectual property development activity in the
networking field and public Internet access industry. Our success depends, in
part, upon our not infringing upon the intellectual property rights of others.
Our competitors, as well as a number of other entities and individuals, own or
claim to own intellectual property relating to our industry and may have
substantially larger and broader patent portfolios than we do.  We expect
that networking and public Internet access-related intellectual property,
including ours, will be increasingly subject to third-party infringement claims
as the number of competitors in our industry segment grows and the functionality
of products and breadth of services in different industry segments expands and
overlaps. For example, as previously disclosed, we have been made aware that
several companies providing public Internet access have been named in a lawsuit
brought by a party claiming patent infringement.  We may be unaware of the
intellectual property rights of others that may cover some or all of our
technology, products or services. From time to time, third parties have claimed,
and in the future may claim, that we or our customers are infringing their
intellectual property rights, and we or our customers may be found to be
infringing upon such rights. In this regard, we recently received correspondence
alleging that our certain of our products infringe several of the patents of a
competitor, a company that recently won a default judgment on the patent
infringement claim involving another one of our competitors.  We believe we
have meritorious defenses to these allegations.  Our counsel will be
contacting counsel for the other party to discuss these
allegations.  Responding to and defending against claims may cause us
to incur significant expense and divert the time and efforts of our management
and employees. Successful assertion of such claims could require that we pay
substantial damages or ongoing royalty payments, prevent us from selling our
products and services, damage our reputation, or require that we comply with
other unfavorable terms, any of which could materially harm our business. In
addition, we may decide to pay substantial settlement costs in connection with
any claim or litigation, whether or not successfully asserted.




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





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





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





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


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


31


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


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


§
            the
      extent of competitors' responsiveness to customer
  needs.





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





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





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





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





International
operations create special risks, including:





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


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


§
            cultural
      differences that adversely affect
utilization;


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


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


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


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


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


32





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





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





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





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





There
are risks associated with our planned growth.





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





The
sales cycle for our products is lengthy and unpredictable.





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





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





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


33





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





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





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





Risks
Relating To Our Common Stock:





There
is a limited market for our common stock.





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





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




As of
July 31, 2009, we had exercisable stock options outstanding to purchase
13,952,356 shares of common stock.  To the extent such options are
exercised there will be further dilution. In addition, in the event that any
future financing should be in the form of securities convertible into, or
exchangeable for, equity securities, investors may experience additional
dilution upon the conversion or exchange of such securities.




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





As of
July 31, 2009, a total of 11,599,334 shares of our outstanding common stock were
"restricted securities" and could be sold in the public markets only in
compliance with Rule 144 adopted under the Securities Act of 1933 or other
applicable exemptions from registration. As of February 15, 2008, Rule 144 was
amended to provide that a person who is not affiliated with the issuer, holding
restricted securities for a period of six months may thereafter sell those
securities, if the issuer is current with its reporting requirements. Persons
who are not affiliated with the issuer and who have held their restricted
securities for at least one year are not subject to any limitations. Possible or
actual sales of our common stock by present shareholders under Rule 144 could
have a depressive effect on the price of our common stock.


34





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





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





ITEM
4. CONTROLS AND PROCEDURES





(a)   Evaluation
of disclosure controls and procedures





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





(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-Q.


35





PART
II. OTHER INFORMATION





Item 1.
Legal Proceedings. None.





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





Item 3.
Defaults Upon Senior Securities. None





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





Item 5.
Other Information. None.





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





(a)  Exhibits





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





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





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





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





(b)
Reports on Form 8-K





On
February 19, 2009, the company filed form 8-K with the SEC reporting the
resignation of Wendy Borow Johnson from the Company's board of
directors.





On March
17, 2009, the company filed form 8-K with the SEC reporting our results of
operations for the three months ended January 31, 2008.





On April
1, 2009, the company filed form 8-K with the SEC reporting the results of our
Annual General Meeting of the Shareholders for the fiscal year ended 2008 which
occurred on March 27, 2009.





On May 1,
2009, the company filed form 8-K with the SEC reporting an un-redacted version
of the master license agreement dated January 19, 2007 between Superclick, Inc.
and Hospitality Services Plus SA.





* Filed
herewith.


36


SIGNATURES





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





Date:
      August 26, 2009
              Superclick,
      Inc./s/ Sandro NataleName:
      Sandro NataleTitle:
      President & CEO


37