Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

      For The Quarterly Period Ended July 31, 2005.

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

      For The Transition Period From ______________To_________________

                        Commission File Number 333-31238

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

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

                              4275 Executive Square
                                    Suite 215
                               La Jolla, CA 92037
                                 (858) 518-1387
          -------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
            Area Code, Of Registrant's mailing address in California)

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

                                 Yes |X| No |_|

The number of  outstanding  shares of the  issuer's  common  stock,  $0.0006 par
value, as of September 9, 2005 was 27,183,113.
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
Part I

Item 1.   Financial Statements

Consolidated Balance Sheet as of July 31, 2005 (Unaudited)...........      1

Consolidated Statements of Operations and accumulated deficit
for the three and nine months ended July 31, 2005 and 2004,
and for the period August 4, 2000 Date of inception) to
July 31, 2005 (unaudited)............................................      2

Consolidated Statements of Stockholders Equity for the nine
months ended July 31, 2005 and for the period August 4, 2000
(Date of inception) to July 31, 2005 (unaudited).....................      3

Consolidated Statements of Comprehensive Income (Loss) for the
three and nine months ended July 31, 2005 and 2004, and the
Period August 4, 2000 (Date of Inception) to
July 31, 2005 (unaudited)............................................      4

Consolidated Statements of Cash Flows for the three and nine months
ended July 31, 2005 and 2004, and for the period August 4, 2000
(Date of inception) to July 31, 2005 (unaudited).....................      5

Supplemental Schedule of Non-Cash Investing and Financing Activities.      6

Notes To Financial Statements (Unaudited) ...........................      7

Item 2.   Management's Discussion and Analysis ......................      26

Item 3.   Controls and Procedures....................................      32

                           Part II - Other Information

Item 4.   Exhibits and Reports on Form 8-K ..........................      32

Item 5.   Signatures ................................................      33


                                       2
<PAGE>

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

                                                                      July 31,
                                                                        2005
                                                                    -----------
ASSETS                                                              (Unaudited)
CURRENT ASSETS
     Cash                                                           $    53,729
     Accounts receivable                                                536,245
     R&D Tax credits receivable                                          47,494
     Sales tax refund receivable                                         15,827
     Inventory (Note B)                                                 132,314
     Prepaid expenses                                                    23,846
                                                                    -----------
           TOTAL CURRENT ASSETS                                         809,455

     Fixed assets (Note C)
           Cost                                                         234,053
           Accumulated Depreciation                                     (90,097)
                                                                    -----------
           Net                                                          143,956
     Investment (Note H & M)                                            960,000
     Deferred tax benefit (Note D)                                       35,281
                                                                    -----------

           TOTAL ASSETS                                             $ 1,948,692
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses :
           Accounts payable (Note E)                                $   407,903
           Accrued payroll                                                2,878
           Accured other                                                 69,919
     Deferred revenue (Note F)                                          188,712
                                                                    -----------
           TOTAL CURRENT LIABILITIES                                    669,412

     COMMITMENTS (Note L)                                                    --

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

     Common stock, par value $.0006, 120,000,000 shares authorized;      16,257
     issued and outstanding 27,096,132 at July 31, 2005
     Additional paid-in capital                                       3,635,493
     Stock subscribed                                                        --
     Deficit accumulated during the development stage                (2,424,292)
     Accumulated other comprehensive (loss)
           (Primarily cumulative translation adjustment)                 66,962
     Treasury stock at cost                                             (15,140)
                                                                    -----------
           TOTAL STOCKHOLDERS' EQUITY                                 1,279,280
                                                                    -----------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 1,948,692
                                                                    ===========


                                       1
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Unaudited Consolidated Statements of Operations
For the Three and Nine Months Ended July 31, 2005 and 2004 (Restated), and
The Period August 24, 2000 (Date of Inception) to July 31, 2005
--------------------------------------------------------------------------------
0
<TABLE>
<CAPTION>
                                                                                                                        August 24,
                                                            Three Months Ended            Nine Months Ended                2000
                                                                 July 31,                      July 31,                 (Inception)
                                                       ------------------------------------------------------------     to July 31,
                                                            2005            2004           2005            2004            2005
                                                       ------------    ------------    ------------    ------------    ------------
                                                                        (Restated)                      (Restated)
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenue
   Net Sales                                           $    288,518    $    683,809    $  1,980,773    $  1,226,436    $  5,053,565
   Services                                                 171,081          37,742         574,493          93,236         813,049
                                                       ------------    ------------    ------------    ------------    ------------
      Net revenue                                           459,599         721,551       2,555,266       1,319,672       5,866,614
   Cost of goods sold                                       181,280         497,690       1,462,673         906,985       3,864,226
                                                       ------------    ------------    ------------    ------------    ------------
   Gross profit                                             278,319         223,861       1,092,593         412,687       2,002,388

Costs and Expenses
   Bank charges                                               3,027           7,668          11,592          15,807          17,360
   Communication                                             22,890          17,518          62,423          43,864          99,713
   Consulting fees                                               --          42,520              --          51,796          90,302
   Meals and entertainment                                    6,968           1,163          21,929          12,573          42,980
   Depreciation and amortization                             10,133           5,693          31,786          12,384         107,052
   Marketing and promotion                                   14,004          21,020          45,531          26,302          88,005
   Office                                                    44,080          15,254         174,891          45,344         414,417
   Professional fees                                        108,474          67,761         299,237         180,179         597,479
   Investor relations                                        27,624          25,340          71,864         100,195         188,395
   Write down of furniture and equipment                         --              --              --              --           4,298
   Salaries and wages                                       388,411         166,523       1,169,311         394,866       2,112,126
   Employee benefits                                         10,002              --          34,538              --          66,242
   Travel                                                    50,345          32,829         140,455          82,582         321,982
   Tax and licenses                                           1,677           1,301           4,249           9,147          34,077
   Research and development                                  (1,988)            385          (1,095)          1,535         312,748
   Directors compensation                                    23,491          55,500          51,103         233,019         248,257
   Bad debt expense                                              --              --              --              --          32,000
   Foreign currency (gain)/loss                                 631              --          42,796              --          42,796
   Interest expense                                              --             844              --           2,071          18,005
                                                       ------------    ------------    ------------    ------------    ------------
   Total expenses                                           709,769         461,319       2,160,610       1,211,664       4,838,234
                                                       ------------    ------------    ------------    ------------    ------------
Loss from operations                                       (431,450)       (237,458)     (1,068,017)       (798,977)     (2,835,846)
Gain on forgiveness of debt                                      --              --              --              --         169,441
                                                       ------------    ------------    ------------    ------------    ------------
   Total other income                                            --              --              --              --         169,441
Earnings before taxes                                      (431,450)       (237,458)     (1,068,017)       (798,977)     (2,666,405)
Benefit for income taxes                                         --         242,113
                                                       ------------    ------------    ------------    ------------    ------------
NET EARNINGS (LOSS)                                    $   (431,450)   $   (237,458)   $ (1,068,017)   $   (798,977)   $ (2,908,518)
                                                       ============    ============    ============    ============    ============
   Net (loss) per common share
   Basic and diluted                                   $     (0.017)   $     (0.010)   $     (0.042)   $     (0.036)
                                                       ============    ============    ============    ============

   Weighted average common shares outstanding
   Basic and diluted                                     25,684,684      24,047,946      25,213,880      22,146,722

   The average shares listed below were not
   included in the computation of diluted
   losses per share because to do so would
   have been antidilutive for the periods
   presented:
   Stock options                                          1,460,481       1,364,784       1,450,064         972,405
   Warrants                                               3,166,667       2,748,486       3,166,667       1,357,576
</TABLE>


                                       2
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statement of Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to July 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                      Preferred Stock                   Common Stock
                                                                 ------------------------   ------------------------------------
                                                                 Number of                   Number of
                                                                  Shares          Amount      Shares       Amount    Subscribed
                                                                 --------       ---------   -----------   ---------  -----------
<S>                                                              <C>            <C>         <C>           <C>        <C>
                                                                 --------       ---------   -----------   ---------  -----------
Shares issued during the period                                                              10,000,000       6,000
Net loss
BALANCES October 31, 2001                                              --              --    10,000,000       6,000
                                                                 --------       ---------   -----------   ---------  -----------

Shares issued during the period:
    Issuance of preferred stock for debt                           25,882         169,440
    Issuance of common stock for cash                                                         3,333,300       2,000
    Issuance of common stock for services                           3,333                       341,900         205
Foreign Currency Transalation Adjustment
Net loss
                                                                 --------       ---------   -----------   ---------  -----------
BALANCES October 31, 2002                                          29,215         169,440    13,675,200       8,205

Shares issued during the period:
    Shares issued for services                                                                  350,600         210
    Shares Issued for Superclick Networks, Inc.
         acquisition                                                                          5,516,667       3,310
    Preferred shares converted to debt                            (29,215)       (169,440)
Foreign Currency Translation Adjustment
Net (loss) profit
                                                                 --------       ---------   -----------   ---------  -----------
BALANCES October 31, 2003                                              --              --    19,542,467      11,725

Shares issued during the period:
    Shares issued for cash (range $0.18-$0.45 per share)                                      4,033,329       2,420
    Shares issued for services                                                                  621,206         373
    Stock options granted                                                                                        --
    Stock subscribed                                                                                                     232,000
Foreign Currency Transalation Adjustment
Net loss
                                                                 --------       ---------   -----------   ---------  -----------
BALANCES October 31, 2004                                              --              --    24,197,002      14,518      232,000

Shares issued during the period:
    Shares issued for cash (range $0.18-$0.60 per share)                                      1,266,665         760
    Shares issued for services                                                                   55,504          33
    Shares issued for acqusition of Hotel Net, LLC                                            1,500,000         900
    Stock options exercised                                                                     110,625          66
    Treasury stock received for cashless option exercises                                      (58,664)        (35)
    Treasury stock issued for services                                                           25,000          15
    Stock options granted
    Subscribed stock issued                                                                                             (232,000)
Foreign Currency Translation Adjustment
Net loss for the nine months ended July 31, 2005
                                                                 --------       ---------   -----------   ---------  -----------
BALANCES July 31, 2005                                                 --              --    27,096,132   $  16,257  $        --
                                                                 ========       =========   ===========   =========  ===========

<CAPTION>
                                                                               Deficit
                                                                            Accumulated    ccumulated
                                                              Additional     during the      Other                     Total
                                                                Paid-in     Developmental  mprehensive   Treasury   Stockholders'
                                                                Capital         Stage      come (loss)    Stock        Equity
                                                              ----------     -----------    --------      --------   ------------
<S>                                                           <C>            <C>            <C>           <C>        <C>
                                                              ----------     -----------    --------      --------   ------------
Shares issued during the period                                   (5,991)                                                       9
Net loss                                                                         (67,679)                                 (67,679)
BALANCES October 31, 2001                                         (5,991)        (67,679)         --            --        (67,670)
                                                              ----------     -----------    --------      --------   ------------

Shares issued during the period:
    Issuance of preferred stock for debt                                                                                  169,440
    Issuance of common stock for cash                            211,882                                                  213,882
    Issuance of common stock for services                           (205)                                                      --
Foreign Currency Transalation Adjustment                                                     (4,918)                       (4,918)
Net loss                                                                        (234,382)                                (234,382)
                                                              ----------     -----------    --------      --------   ------------
BALANCES October 31, 2002                                        205,686        (302,061)    (4,918)            --         76,352

Shares issued during the period:
    Shares issued for services                                     8,764                                                    8,974
    Shares Issued for Superclick Networks, Inc.
         acquisition                                             125,145                                                  128,455
    Preferred shares converted to debt                                                                                   (169,440)
Foreign Currency Translation Adjustment                                                      (2,558)                       (2,558)
Net (loss) profit                                                                (74,819)                                 (74,819)
                                                              ----------     -----------    --------      --------   ------------
BALANCES October 31, 2003                                        339,595        (376,880)    (7,476)            --       (33,036)

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

Shares issued during the period:
    Shares issued for cash (range $0.18-$0.60 per share)         372,240                                                  373,000
    Shares issued for services                                    51,070                                                   51,103
    Shares issued for acqusition of Hotel Net, LLC               959,100                                                  960,000
    Stock options exercised                                       55,246                                                   55,313
    Treasury stock received for cashless option exercises       (29,297)                                   (25,981)       (55,313)
    Treasury stock issued for services                             8,394                                    10,841         19,250
    Stock options granted                                        228,472                                                  228,472
    Subscribed stock issued                                                                                              (232,000)
Foreign Currency Translation Adjustment                                                       49,318                       49,318
Net loss for the nine months ended July 31, 2005                              (1,068,017)                              (1,068,017)
                                                              ----------     -----------    --------      --------   ------------
BALANCES July 31, 2005                                        $3,635,493     $(2,424,292)   $ 66,962      $(15,140)  $  1,279,280
                                                              ==========     ===========    ========      ========   ============
</TABLE>


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                               Three Months Ended July 31,    Nine Months Ended July, 31    August 24, 2000
                                               --------------------------    --------------------------     (Inception) to
                                                  2005           2004           2005           2004          July 31, 2005
                                               -----------    -----------    -----------    -----------     ---------------
                                                               (Restated)                   (Restated)
<S>                                            <C>            <C>            <C>            <C>               <C>
Net Gain/(Loss)                                $  (431,450)   $  (237,458)   $(1,068,017)   $  (798,977)      $(2,908,518)

Other Comprehensive Income (Loss)                       --             --             --             --                --

     Foreign Currency Translation Adjustment        12,198         57,892         49,318         33,426            66,962
                                               -----------    -----------    -----------    -----------       -----------
Net Comprehensive (Loss)                       $  (419,252)   $  (179,566)   $(1,018,699)   $  (765,551)      $(2,841,556)
                                               ===========    ===========    ===========    ===========       ===========
</TABLE>


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                        August 24,
                                                             Three Months Ended July 31,   Nine Months Ended July 31,      2000
                                                            --------------------------    --------------------------  (Inception) to
                                                               2005          2004             2005           2004     July 31, 2005
                                                            -----------    -----------    -----------    -----------  --------------
                                                                           (Restated)                     (Restated)
<S>                                                         <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $  (431,450)   $  (237,458)   $(1,068,017)   $  (798,977)   $(2,424,292)
  Adjustments to reconcile net loss
    to net cash used by operating activities:
     Depreciation                                                10,133          5,693         31,786         12,385         90,311
     Compensation expense on intrinsic value of
        options issued                                           88,708         34,236        228,472         38,439        363,294
     Stock issued for services                                   42,741             --         70,352             --        394,481
     Deferred tax benefit                                                                                                   (35,432)
     Abandonment of furniture and equipment                                                                                   4,383
CHANGES IN CURRENT ASSETS AND CURRENT
  LIABILITIES: (Net of effect of acquisition)
  (Increase) decrease in current assets:
     Accounts receivable                                        232,417       (366,933)       506,574       (741,900)      (593,099)
     Other receivables                                           59,696        (14,458)        81,632        (38,456)          (696)
     Prepaid expenses                                             6,581         12,459            137        (19,269)       (23,890)
     Inventory                                                   72,199        (17,745)       242,002        (62,614)      (131,721)
  Increase (decrease) in current  liabilities:
     Accounts payable and accrued expenses                      (79,301)       115,879       (408,727)       263,895        406,122
     Accrued payroll                                              2,846        (21,239)        (6,644)       (50,998)         5,579
     Accrued other                                               18,986         13,875         66,937         33,346         70,214
     Deferred revenue                                          (132,906)        83,150       (328,229)       101,219        186,965
                                                            -----------    -----------    -----------    -----------    -----------
     NET CASH USED FOR OPERATING ACTIVITIES                    (109,350)      (392,541)      (583,725)    (1,262,931)    (1,687,781)
CASH FLOWS FROM INVESTING ACTIVITIES:
     Stock issued to acquire subsidiary                              --             --             --             --        128,455
     Acquisition of furniture and equipment                        (998)       (57,814)       (23,425)       (85,554)      (239,370)
                                                            -----------    -----------    -----------    -----------    -----------
     NET CASH USED FOR INVESTING ACTIVITIES                        (998)       (57,814)       (23,425)       (85,554)      (110,915)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                        60,000        500,990        141,000      1,748,509      1,790,381
     Repayment of Note payable                                       --             --             --        (23,143)            --
                                                            -----------    -----------    -----------    -----------    -----------
     NET CASH PROVIDED  BY FINANCING ACTIVITIES                  60,000        500,990        141,000      1,725,366      1,790,381
  EFFECT OF EXCHANGE RATE CHANGES ON CASH                         2,002         42,002         44,400         29,855         62,044
                                                            -----------    -----------    -----------    -----------    -----------
NET INCREASE (DECREASE) IN CASH                                 (48,346)        92,638       (421,750)       406,736         53,729
CASH, beginning of period                                       102,075        333,421        475,479         19,323             --
                                                            -----------    -----------    -----------    -----------    -----------
CASH, end of period                                         $    53,729    $   426,059    $    53,729    $   426,059    $    53,729
                                                            ===========    ===========    ===========    ===========    ===========

  Interest paid                                             $        --    $        --    $        --    $        --    $     2,344
  Taxes paid                                                $     1,678    $        --    $     4,250    $        --    $     5,050

Other non-cash investing and financing activities:
  Shares issued for services                                $    42,741    $   240,019    $    70,353    $   240,019    $   394,481
  Shares issued for acquisition                             $        --    $        --    $        --    $     2,071    $   128,455
</TABLE>


                                       5
<PAGE>

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

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

Cash                                                                  $   3,667
Prepaid expenses                                                          2,456
                                                                      ---------
                                                                          6,123
                                                                      =========
Accounts payable and accrued expenses                                    31,108
Note (receivable) from parent company                                  (130,000)
Stockholders' equity                                                    105,015
                                                                      ---------
Fair value of common stock issued                                     $   6,123
                                                                      =========


                                       6
<PAGE>

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

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation

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

Organization

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

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

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

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


                                       7
<PAGE>

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

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

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

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.

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

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

Summary of Significant Accounting Principles

Principles of consolidation

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

Accounting estimates

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


                                       8
<PAGE>

Cash and cash equivalents

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

Accounts receivable

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

Inventories

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

Property and equipment

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

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

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

Long-lived assets

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


                                       9
<PAGE>

Revenue recognition policy

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

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

Shipping and handling costs

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

Advertising

The Company  expenses all advertising as incurred.  From August 4, 2000 (date of
inception) through July 31, 2005, the Company incurred  approximately $88,005 in
marketing  and  advertising  expense.  For the year ended  October  31, 2004 the
Company  incurred  approximately  $25,984 in marketing and advertising  expense.
During the three and nine  months  ended July 31,  2005,  the  Company  incurred
approximately  $14,004 and $45,531,  respectively  for marketing and advertising
expense.

Loss per common share

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

Issuance of common stock

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


                                       10
<PAGE>

Income taxes

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

Intangible assets

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

<TABLE>
<CAPTION>
                                             July 31, 2005
                                             -------------
                    Gross Intangible                                     Net
                         Assets        Accumulated Amortization   Intangible Assets
                         ------        ------------------------   -----------------
<S>                        <C>                   <C>                      <C>
Other intangibles          500                   500                      0
</TABLE>

Impact of accounting standards

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

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


                                       11
<PAGE>

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

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers.  For the three
months ended July 31, 2005, three customers  individually accounted for 35%, 15%
and 12%, respectively,  of accounts receivable. No other customers accounted for
more than 10% of accounts receivable as of July 31, 2005.

During the three months  ended July 31, 2005,  the  Company's  largest  customer
accounted for 49% of sales.

For the three months ended July 31, 2005,  approximately  65%, 34% and 1% of the
Company's net sales were made to customers in Canada,  the United States and the
rest of the world, respectively.

The Company is dependent on third-party equipment  manufacturers,  distributors,
dealers, and contractors for all of its supply of communications  equipment. For
the three months  ended July 31,  2005,  The  Company's  four largest  suppliers
accounted for 91% of product purchases.  The Company is dependent on the ability
of its suppliers to provide products on a timely basis and on favorable  pricing
terms.  The loss of certain  principal  suppliers or a significant  reduction in
product  availability  from principal  suppliers  could have a material  adverse
effect on the Company.

Disclosure about Fair Value of Financial Instruments

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

Foreign Currency Translation

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


                                       12
<PAGE>

Research and development

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

NOTE B - INVENTORIES

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

            Computer equipment                            $ 115,921
            Inventory in transit                             27,367
            Provision for losses                            (10,974)
                                                          ---------
                                                          $ 132,314
                                                          =========

NOTE C - PROPERTY AND EQUIPMENT

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

            Furniture & fixtures                          $  98,466
            Computer hardware                                90,226
            Leasehold improvements                           25,943
            Fabrication mold and dye                         18,558
            Computer software                                   860
                                                          ---------
                                                            234,053
            Accumulated depreciation                        (90,097)
                                                          ---------
            Fixed assets, net                             $ 143,956
                                                          =========

NOTE D - NET OPERATING LOSS CARRY FORWARD

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies  in making this  assessment.  At October 31, 2003 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$360,528 for the year ended October 31, 2004, assuming a tax rate of 40%.


                                       13
<PAGE>

                     United States Corporation Income Taxes

  Year of Loss                                 Amount          Expiration Date
------------------                          ----------         -----------------
October 31, 2004                            $  901,320         October 31, 2024
October 31, 2003                                68,638         October 31, 2023
December 31, 2002                               10,534         December 31, 2022
December 31, 2001                              181,335         December 31, 2021
December 31, 2000                               88,027         December 31, 2020
December 31, 1999                               18,936         December 31, 2019
                                            ----------
                                            $1,268,790
                                            ==========

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

                      Canadian Income Taxes (Stated in CAD)

  Year of Loss                                 Amount           Expiration Date
----------------                              --------          ----------------
October 31, 2004                              $102,989          October 31, 2011
October 31, 2003                                 5,322          October 31, 2010
October 31, 2002                               350,910          October 31, 2009
October 31, 2001                                24,879          October 31, 2008
                                              --------
                                              $484,100
                                              ========

Superclick Networks, Inc. generated research and development tax credits for the
years ended October 31, 2004 and 2003 of $83,129 and $66,445, respectively.

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

NOTE E - ACCOUNTS PAYABLE

Accounts payable at July 31, 2005 consisted of $30,224 in professional  fees and
$377,679 in trade  Payables.  There were no consulting  fees  payable,  or taxes
payable.

NOTE F - DEFERRED REVENUE

Deferred revenue is recorded in a manner  consistent with the Company's  revenue
recognition  policy.  The Company  generally  enters  into one year  upgrade and
maintenance contracts with its customers.  The upgrade and maintenance contracts
are generally  paid in advance.  The Company  defers such payment and recognizes
revenue  ratably over the contract  period.  As of July 31, 2005,  the Company's
deferred revenue balance was $188,712. For the three months ended July 31, 2005,
the Company recognized $165,883 in upgrade and maintenance revenue.


                                       14
<PAGE>

NOTE G - GOING CONCERN AND MANAGEMENT'S PLANS

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

NOTE H - PREFERRED AND COMMON STOCK

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

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

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

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

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

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


                                       15
<PAGE>

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

During the  quarter  ended April 30, 2004 and  pursuant  to the  September  2003
private  placement  966,665 of series "B"  Warrants  were  exercised at $.24 per
share,  resulting  in $232,000  net  proceeds to the Company and the issuance of
966,665  restricted common shares. The shares were issued subsequent to year end
and are classified as stock  subscribed in Stockholder's  Equity.  As of January
31, 2005 all stock subscribed was issued.  966,665 "B" Warrants were unexercised
as of July 31, 2005 (See note I below).

As of October 31, 2004 and commensurate with the April 6, 2004 private placement
filed under Form SB-2 with the SEC on June 8, 2004, the Company issued 1,999,999
shares of common  stock in exchange for gross  proceeds of $900,000.  Each share
issued in accordance  with the private  placement is entitled to one "A" Warrant
with an exercise  price of $0.60 per share.  During the  quarter  ended July 31,
2005,  100,000  "A"  Warrants  were  exercised  resulting  in gross  proceeds of
$60,000.  2,099,999 "A" Warrants were  unexercised as of July 31, 2005 (See Note
I).

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

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

During the quarter ended April 30, 2005, three employees  exercised their vested
options by utilizing the option's cashless feature whereby the exercise price of
the common stock received is paid for with a portion of the shares exercised and
which shares are returned to the company as Treasury  Stock in lieu of cash.  In
total,  111,875 options were exercised with 51,961 shares of common stock issued
to the  optionees  and  58,664  shares  of  common  stock  issued in the name of
Superclick with $25,981 recorded to Treasury Stock.

On March 3, 2005 the Board of Directors took the following actions:

      o     Increased the employee stock option pool established by the employee
            stock option plan to 3,500,000 from 2,000,000.

      o     Ratified  John  Glazik's  options into the pool  established  by the
            employee  stock option pool.

On March 8, 2005 the company  issued the  following  shares  based upon the fair
market value of $0.93 per share, or $27,612 to Directors for services rendered.


                                       16
<PAGE>

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

As reported in the 8-K filed with the SEC on May 2, 2005:

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

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

On May 7, 2005,  pursuant to the April 6, 2004  financing,  the  Company  issued
100,000 shares of Common Stock from the exercise of "A" Warrants in exchange for
net proceeds of $60,000.

On June 20, 2005 the company issued the following shares at fair market value of
$0.91 per share, or $23,491 to Directors for services rendered.

Todd M. Pitcher                   5,434
George Vesnaver                   4,076
Hugh Renfro                       4,076
Jacobo Melcer                     4,076
Robert MacFarlane                 4,076
Paul Gulyas                       4,076
                                 ------
Total                            25,814
                                 ======

On July 21, 2005,  the Company  issued  1,500,000  shares of Common Stock to the
shareholders  of Hotel Net,  LLC pursuant to the July 18, 2005 Letter of Intent.
The shares were valued at fair market value of $0.64, or $960,000 (See Note M).

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


                                       17
<PAGE>

NOTE I - WARRANTS

At July 31, 2005 the Company had 2,199,999 "A" Warrants  outstanding and 966,665
"B" Warrants entitling the holder thereof the right to purchase one common share
for each warrant held as follows: [OBJECT OMITTED]

                                        Exercise
  Warrant           Number of           Price Per            Expiration
   Class             Warrants            Warrant                Date
  -------           ---------           ---------            ----------

     B                 386,666            $0.24                9/9/06
     B                 193,333            $0.24               9/29/06
     B                 193,333            $0.24              10/15/06
     B                 193,333            $0.24              10/22/06
                     ---------
                       966,665

     A                  55,555            $0.60               4/14/07
     A                 444,444            $0.60               4/19/07
     A                 100,000            $0.60               4/23/07
     A                 100,000            $0.60               4/29/07
     A                 100,000            $0.60               4/29/07
     A                 100,000            $0.60               4/29/07
     A                 100,000            $0.60                5/7/07
     A                 200,000            $0.60               5/10/07
     A                 100,000            $0.60               5/12/07
     A                 100,000            $0.60               5/17/07
     A                  11,000            $0.60               5/24/07
     A                 100,000            $0.60               5/24/07
     A                 200,000            $0.60                6/2/07
     A                 100,000            $0.60               6/16/07
     A                  89,000            $0.60               6/17/07
     A                 200,000            $0.60               3/29/08
                     ---------
Total                2,099,999

                     3,066,664
                     =========

NOTE J - STOCK INCENTIVE PLAN

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

The total  number of shares of Stock set aside for Awards  may be granted  under
the Plan shall be 3,500,000 shares.  The Company may issue each of the following
under this Plan:  Incentive  Option,  Nonqualified  Option,  Stock  Appreciation
Right, Restricted Stock Award or Performance Stock Award. The Plan was effective
April 9, 2004 (the  "Effective  Date"),  provided  that  within  one year of the
Effective Date, the Plan shall have been approved by at least a majority vote of
stockholders.  No Incentive  Option,  Nonqualified  Option,  Stock  Appreciation
Right,  Restricted  Stock  Award or  Performance  Stock  Award  shall be granted
pursuant to the Plan ten years after the Effective Date.


                                       18
<PAGE>

On March 4, 2004, the Company  awarded its CEO a  non-qualified  stock option to
purchase  884,784  shares of common stock of the Company at an exercise price of
$.50 per share with an  expiration  date of March 3, 2010.  The options vest and
become  exercisable  at a rate of 38,866  per  month  over a  twenty-four  month
period.  On April 28,  2005,  the  Company and John  Glazik  mutually  agreed to
terminate Mr. Glazik's  position as President and Chief Executive Officer and to
close its executive  offices in Dallas,  Texas due to the Company's  decision to
relocate its  administrative  center to its operations in Montreal.  Pursuant to
Mr.  Glazik's  stock option  grant,  at the time of departure  from the Company,
589,856 shares had vested.  The remaining 294,928 shares available to Mr. Glazik
according to the terms of the stock option grant were canceled.

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

On September 1, 2004, the Company awarded its CFO a  non-qualified  stock option
to purchase  300,000  shares of common stock of the Company at an exercise price
of $.65 per share with an expiration date of September 1, 2010. The options vest
and become  exercisable  at a rate of 12,500 per month over a twenty-four  month
period. On April 28, 2005, Superclick,  Inc. and Claude Smith mutually agreed to
terminate  Mr.  Smith's  position  as Chief  Financial  Officer and to close its
executive offices in Dallas, Texas due to the Company's decision to relocate its
administrative  center to its  operations in Montreal.  Pursuant to Mr.  Smith's
stock option grant,  at the time of departure  from the Company,  137,500 shares
had vested. The remaining 162,500 shares available to Mr. Smith according to the
terms of the stock option grant were canceled.

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

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

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


                                       19
<PAGE>

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

                                                                2005
                                                  ----------------------------
                                                              Weighted Average
                                                   Shares      Exercise Price
                                                  ---------      ---------
Outstanding at beginning of period                1,917,909      $    0.56

Granted                                                  --             --

Exercised                                                --             --

Forfeited                                           457,428           0.55
                                                  ---------      ---------

Outstanding at end of quarter                     1,460,481      $    0.52
                                                  =========      =========

Options exerciseable at quarter end               1,041,939
                                                  =========

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

<TABLE>
<CAPTION>
                                Options Outstanding                                   Options Exercisable
                  ---------------------------------------------------            ------------------------------
                     Number             Weighted             Weighted                                  Weighted
  Range of        Outstanding            Average             Average                                    Average
  Exercise        At July 31,         Contractural           Exercise               Number             Exercise
   Prices             2005            Life (years)            Price              Outstanding             Price
  --------        -----------         ------------           --------            -----------           --------
<S>                <C>                   <C>                    <C>               <C>                   <C>
$0.50                589,856                -                   $0.50               589,856             $0.50
 0.50                608,125             0.84                    0.50               278,125              0.50
 0.65                137,500                -                    0.65               137,500              0.65
 0.60                125,000             1.36                    0.60                36,458              0.60

                   ---------             ----                   -----             ---------             -----
Total              1,460,481             0.92                   $0.52             1,041,939             $0.52
                   =========             ====                   =====             =========             =====
</TABLE>

The Company accounts for stock options  utilizing the intrinsic value method for
fixed awards under the provisions of Accounting  Principles  Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees. Previously, the Company valued
its options  according to the  variable  method due to the  "cashless  exercise"
option  contained in its option  grants.  However,  effective  June 1, 2005, the
Company's  Board of Directors  resolved to  eliminate  the  "cashless  exercise"
provision  thereby  allowing the company to account for its outstanding  options
according to the fixed method. Accordingly, compensation cost is measured as the
excess,  if any, of the quoted market price of the Company's stock at the end of
each reporting period over the amount an employee must pay to acquire the stock,
amortized over the vesting  period.  During the three and nine months ended July
31, 2005, the Company recognized  compensation  expense of $88,708 and $228,472,
respectively.  To date the Company has  recognized  compensation  expense in the
amount of $363,294.


                                       20
<PAGE>

The  following  information  is  provided  in  accordance  with  SFAS  No.  123,
"Accounting for Stock-Based  Compensation."  If the compensation  cost for these
plans had been determined  based on the fair value at the grant dates for awards
consistent  with the method of SFAS  Statement  123, the pro forma effect on the
Company's net loss per share for the three months ended July 31, 2005 would have
been:
                                                                Three months
                                        Three months        Ended July 31, 2004
                                     Ended July 31, 2005        (Restated)
                                     -------------------    -------------------
Net loss as reported                     ($431,450)             ($237,458)

Pro forma                                ($448,974)             ($294,204)

Net loss per share, as reported            ($0.017)               ($0.010)

Pro forma                                  ($0.018)               ($0.012)

                                        25,518,017             24,047,946
Additional Proforma loss                $17,524.00             $56,746.00


No options were granted during the quarter ended July 31, 2005.

NOTE K - RELATED PARTY TRANSACTION

During  the year  ended  October  31,  2004  the  Board  of  Directors  passed a
resolution   to   compensate   its  Board  members  for  service  on  the  Board
("Non-Employee  Director's   Compensation").   Pursuant  to  the  terms  of  the
resolution, the Company pays each of its non-employee directors stock in lieu of
$15,000 annual fees, with piggy-back  registration rights, based on the price of
the stock at close on the first day of  trading  in the new  fiscal  year.  Also
pursuant to the terms of the  resolution,  the Company  pays its Chairman of the
Board stock in lieu of $20,000 annual fees, with piggy-back registration rights.
The stock is issued in equal parts on a quarterly  basis.  During the year ended
October 31, 2004, the Company  awarded 296,206  restricted  shares of its common
stock to directors totaling $197,154.

The Chairman of the Board of the Company,  provides  consulting  services to the
Company  and is  presently  serving  as  interim  Chief  Financial  Officer  and
Principal Accounting Officer, in exchange for monthly compensation of $5,000 and
related expenses,  in addition to the stock awarded to Board members for service
on the Board as mentioned above.  Subsequent to year end the stock  compensation
of the Chairman was increased from $15,000 to $20,000 annually.


                                       21
<PAGE>

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

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

During the year ended  October 31,  2003,  and prior to the  acquisition,  three
shareholders of Superclick  Networks,  Inc. (SNI) converted  preferred shares of
Superclick  Networks into debt and then cancelled the debt.  Superclick Networks
recognized a gain of $169,441 on the loan forgiveness.

NOTE L - COMMITMENTS

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

Year Ended October 31,
2005                                        $ 14,148
2006                                          55,484
2007                                          55,011
2008                                          52,937
2009                                          48,525
                                            --------
                                            $226,105
                                            ========

The Company  incurred $12,246 in rent expense during the three months ended July
31, 2005.

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

NOTE M - SUBSEQUENT EVENTS

As filed on July 20, 2005 with the  Securities  and Exchange  Commission on Form
8-K, on July 18,  Superclick,  Inc., a corporation  formed under the laws of the
State of  Washington  (the  "Company"),  and Hotel  Net.,  a  limited  liability
corporation  formed under the laws of the State of Georgia and the  stockholders
of Hotel Net ("Hotel Net Stockholders")  entered into a binding letter of intent
("LOI") providing for the acquisition of Hotel Net (the "Hotel Net Shares") from
the Hotel Net Stockholders.


                                       22
<PAGE>

Hotel Net is  installed  in more than 20,000 hotel rooms in more than 160 hotels
throughout North America.

      o     Consummation   of  the   transaction  is  subject  to  a  number  of
            conditions, including:

      o     The execution of a definitive agreement;

      o     The delivery to the Company of fully executed  releases by all Hotel
            Net Stockholders to the effect that no such Hotel Net Stockholder is
            owed  any  form of  payment  or other  obligation  by  Hotel  Net in
            addition to the terms set forth in the binding LOI;

      o     Completion of a  satisfactory  due diligence  investigation  by both
            parties;

      o     The  entry  into  certain  employment  agreements  by and  among the
            Company and certain stockholders of Hotel Net; and

      o     Definitive  approval by the board of directors of the Company of the
            Purchase   Agreement   and   all   transactions   and   developments
            contemplated thereby.

As filed on August 8, 2005 with the Securities  and Exchange  Commission on Form
8-K, On August 1, 2005,  we entered into a securities  purchase  agreement  (the
"Agreement") with Chicago Venture Partners,  L.P. (the "Investor"),  pursuant to
which  the  Investor  agreed  to  loan  the  Company  the  principal  amount  of
$1,750,000,  out of an aggregate  principal amount of $2,250,000 being loaned by
all  investors.  The closing for the  remaining  $500,000 will be held within 30
days of the initial  closing.  The Company  intends to use the net  proceeds for
general corporate purposes.

The  investment  is evidenced by a combination  of senior  secured and unsecured
convertible debentures (collectively,  "Debentures") with an interest rate of 9%
per annum,  payable  quarterly at the option of the Company in cash or stock (if
there is an effective registration statement).  The interest Rate adjusts to 12%
at maturity, or twelve months from the closing date.

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

In connection with the transaction,  we agreed to issue to the Investor warrants
for the  purchase  of common  stock of the  Company  equal to 25% of the  shares
issuable  upon  conversion  of the  Debentures  at the  conversion  price on the
closing date.  These  warrants have a five-year term and the exercise price have
the same pricing  mechanism as the conversion price of the debentures  described
above.  In  addition,  the  Company  agreed to issue to the  Investor a separate
warrant for the purchase of shares of common stock equal to the number of shares
into which a prepaid  portion of the Debentures is  convertible,  at an exercise
price equal to $.0006 per share.


                                       23
<PAGE>

In  connection  with the  transaction,  we entered  into a  registration  rights
agreement, under which we agreed to register the shares issuable upon conversion
of the  debentures  and upon  exercise of the  warrants.  The  principals of the
Company  also agreed to enter into lock-up  agreements  until the earlier of (1)
the date on which there are no  outstanding  Debentures,  and (2) 180 days after
the effective date.

Copies of the Agreement,  the form of the Debentures,  the form of the warrants,
and the form of the registration rights agreements are filed as exhibits to this
Form 8-K.

As filed on September 6, 2005, the Company  closed its  definitive  agreement to
purchase 100% of the membership interest of Hotel Net LLC. Pursuant to the terms
of the  definitive  agreement,  the Company  will pay Hotel  Net's  shareholders
$450,000 in cash upon the  execution of the  definitive  agreement and 2,750,000
shares of its restricted common stock.  Within 120 days from the closing date of
the  acquisition,  the Company will pay Hotel Net's  shareholders  an additional
$350,000 in cash.  In  addition,  and  pursuant  to the terms of the  definitive
agreement  certain  founding  members of Hotel Net will enter into an "earn-out"
with the Company wherein if it meets certain sales  objectives  within the first
year from the closing date of the  acquisition,  it will receive up to 2,000,000
additional shares of restricted common stock and $200,000 in cash.

NOTE N - PRIOR YEAR RESTATEMENT

The three and nine  months  ended July 31, 2004 were  restated on FORM  10-QSB/A
filed with the commission on January 18, 2005. That restatement  included 75,000
shares  issued  for  services  valued at  $55,500  not  previously  recorded,  a
reclassification to common stock subscribed from the common stock and additional
paid in capital accounts where the company received $232,000 for the purchase of
966,665 shares of common stock,  a $45,140  increase to cost of goods sold for a
sale recorded in the period without the proper  inventory  reduction having been
recognized,  and a cumulative  translation  gain of $772.  The net result of the
restatement resulted in an increase to accumulated deficit of $99,868.

We have added an adjustment to the previous restatement to reflect a decrease in
maintenance  revenue for that portion of maintenance revenue originally recorded
that should have been deferred and recognized  over the life of the  maintenance
period,  which is typically 12 months.  For the three and nine months ended July
31,  2004,  the net result of the both  restatements  resulted in an increase to
accumulated deficit of $183,018 and $201,087, respectively.

The following  information presents the impact of the non-cash expense discussed
above, the  reclassification  to common stock subscribed of $232,000 from common
stock and additional paid in capital,  and the $45,140 increase in cost of goods
sold and reduction of inventory and cumulative  translation gain of $772, on the
Company's  financial  information as originally  reported for the three and nine
months ended July 31, 2004:

We have restated the three and nine months ending July 31, 2004.


                                       24
<PAGE>

The  following  condensed  information  presents  the impact of the  decrease in
maintenance  revenue as discussed above and the restatement of the  Consolidated
Statement of Operations,  Consolidated Statements of Comprehensive Income (Loss)
and Consolidated  Statement of Cash Flows on the Company's financial information
as originally reported for the three and nine months ended July 31, 2004:


SUPERCLICK, INC.
(A Development Stage Company)
Unaudited Consolidated Statements of Operations
For the Three and Nine Months Ended July 31, 2004 (Restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 Three Months Ended                                Nine Months Ended
                                                     July 31,                                           July 31,
                                   ---------------------------------------------      ---------------------------------------------
                                      2004             2004             2004             2004             2004             2004
                                   -----------      -----------      -----------      -----------      -----------      -----------
                                   (Originally                                       (Originally
                                    reported)       (Restated)       (Difference)      reported)       (Restated)       (Difference)
<S>                                <C>              <C>              <C>              <C>              <C>              <C>
Net sales                          $   804,701      $   683,809      $  (120,892)     $ 1,420,891      $ 1,226,436      $  (194,455)
Services                                    --           37,742           37,742               --           93,236           93,236
                                   -----------      -----------      -----------      -----------      -----------      -----------
     Total revenue                     804,701          721,551          (83,150)       1,420,891        1,319,672         (101,219)
Cost of goods sold                     453,322          497,690           44,368          862,617          906,985           44,368
                                   -----------      -----------      -----------      -----------      -----------      -----------
Gross profit                           351,379          223,861         (127,518)         558,274          412,687         (145,587)

Total expenses                         405,819          461,319           55,500        1,156,164        1,211,664           55,500
                                   -----------      -----------      -----------      -----------      -----------      -----------
Loss from operations                   (54,440)        (237,458)        (183,018)        (597,890)        (798,977)        (201,087)

NET EARNINGS (LOSS)                $   (54,440)     $  (237,458)     $  (183,018)     $  (597,890)     $  (798,977)     $  (201,087)
                                   ===========      ===========      ===========      ===========      ===========      ===========
</TABLE>


                                       25
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Unaudited Consolidated Statements of Comprehensive Income (Loss)
For the Three and Nine Months Ended July 31, 2004 (Restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Three Months Ended                            Six Months Ended
                                                             April 30,                                   April 30,
                                             ---------------------------------------      ----------------------------------------
                                               2004           2004           2004           2004           2004            2004
                                             ---------      ---------      ---------      ---------      ---------       ---------
                                             (Originally                                 (Originally
                                              reported)     (Restated)     (Difference)   reported)      (Restated)     (Difference)
<S>                                          <C>            <C>            <C>            <C>            <C>             <C>
Net gain/(loss)                              $ (54,440)     $(237,458)     $(183,018)     $(597,890)     $(798,977)      $(201,087)

Other comprehensive income (loss)                   --             --             --             --             --              --

   Foreign currency translation adjustment      57,892         57,892             --         33,426         33,426              --

                                             ---------      ---------      ---------      ---------      ---------       ---------
Net comprehensive (loss)                     $   3,452      $(179,566)     $(183,018)     $(564,464)     $(765,551)      $(201,087)
                                             =========      =========      =========      =========      =========       =========
</TABLE>


                                       26
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Unaudited Consolidated Statements of Cash Flows
For the Three and Nine Months Ended July 31, 2004 (Restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Three Months Ended                     Nine Months Ended
                                                                        July 31,                             July 31,
                                                          ---------------------------------   -------------------------------------
                                                             2004        2004        2004        2004          2004        2004
                                                          ---------   ---------   ---------   -----------   -----------   ---------
                                                         (Originally                          (Originally
                                                          reported)  (Restated)  (Difference)  reported)   (Restated)  (Difference)
<S>                                                       <C>         <C>         <C>         <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $ (54,440)  $(237,458)  $(183,018)  $  (597,890)  $  (798,977)  $(201,087)
  Adjustments to reconcile net loss
   to net cash used by operating activities:
    Depreciation                                              5,693       5,693          --        12,385        12,385          --
    Amortization
    Compensation expense on intrinsic value
      of options issued                                      34,236      34,236          --        38,439        38,439          --
    Stock issued for services
    License impairment agreement
    Write down of goodwill
    Deferred tax benefit
    Abandonment of furniture and equipment
    Loss on investment
CHANGES IN CURRENT ASSETS AND CURRENT
  LIABILITIES: (Net of effect of acquisition)
  (Increase) decrease in current assets:
    Accounts receivable                                    (366,933)   (366,933)         --      (741,900)     (741,900)         --
    Other receivables                                       (14,458)    (14,458)         --       (38,456)      (38,456)         --
    Prepaid expenses                                         12,459      12,459          --       (19,269)      (19,269)         --
    Inventory                                               (62,114)    (17,745)     44,368      (106,983)      (62,614)     44,368
    Increase (decrease) in current  liabilities:
    Accounts payable and accrued expenses                   115,879     115,879          --       263,895       263,895          --
    Accrued payroll                                         (21,239)    (21,239)         --       (50,998)      (50,998)         --
    Accrued other                                            13,875      13,875          --        33,346        33,346          --
    Deferred revenue                                             --      83,150      83,150                     101,219     101,219
                                                          ---------   ---------   ---------   -----------   -----------   ---------
    NET CASH USED FOR OPERATING ACTIVITIES                 (337,041)   (392,540)    (55,500)   (1,207,432)   (1,262,931)    (55,500)
CASH FLOWS FROM INVESTING ACTIVITIES:
    Stock issued for acquisition of subsidiary                   --          --          --            --            --          --
    Acquisition of furniture and equipment                  (57,814)    (57,814)         --       (85,554)      (85,554)
                                                          ---------   ---------   ---------   -----------   -----------   ---------
    NET CASH USED FOR INVESTING ACTIVITIES                  (57,814)    (57,814)         --       (85,554)      (85,554)         --
CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                    445,490     500,990      55,500     1,693,009     1,748,509      55,500
    Repayment of Note payable                                    --          --          --       (23,143)      (23,143)
                                                          ---------   ---------   ---------   -----------   -----------   ---------
    NET CASH PROVIDED  BY FINANCING ACTIVITIES              445,490     500,990      55,500     1,669,866     1,725,366      55,500

  EFFECT OF EXCHANGE RATE CHANGES ON CASH                    42,002      42,002          --        29,855        29,855          --
NET INCREASE (DECREASE) IN CASH                              92,638      92,638          --       406,736       406,736          --
CASH, beginning of period                                   333,421     333,421          --        19,323        19,323          --
CASH acquired                                                    --          --          --            --            --          --
                                                          ---------   ---------   ---------   -----------   -----------   ---------
CASH, end of period                                       $ 426,059   $ 426,059   $      --   $   426,059   $   426,059   $      --
                                                          =========   =========   =========   ===========   ===========   =========

  Interest paid                                           $      --   $      --   $      --   $        --   $        --   $      --
  Taxes paid                                              $      --   $      --   $      --   $        --   $        --   $      --

Other non-cash investing and financing activities:
  Shares issued for services                              $ 240,019   $ 240,019   $      --   $   240,019   $   240,019   $      --
  Shares issued for acquisition                           $      --   $      --   $      --   $     2,071   $     2,071   $      --
</TABLE>


                                       27
<PAGE>

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

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

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

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

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

Our strategy for winning also  solidified as we changed the sales dynamic in the
industry.  In  recognition  of the growing trend for hoteliers to offer Internet
services free of charge, and in anticipation of the potential scenario where the
model  of  free  Internet  service  is  ubiquitous,  Superclick  installs  an IP
infrastructure  management  system  that allows the  customer to leverage  their
investment by promoting a growing suite of revenue  generating IP services which
are provided by our SIMS platform.

Critical Accounting Policies

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


                                       28
<PAGE>

Revenue Recognition

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

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

Accounts receivable

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

Inventories

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

Income taxes

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


                                       29
<PAGE>

Foreign Currency Translation

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

Deferred Taxes

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies  in making this  assessment.  At October 31, 2003 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation  allowance increased by $360,528 for
the year ended October 31, 2004 assuming a tax rate of 40%.

Overview

Results of Operations

THREE AND NINE MONTHS ENDED JULY 31, 2005 AND 2004

Net Sales for the three  months  ended July 31, 2005 and 2004 was  $459,599  and
$721,551,  respectively.  Net Sales for the nine months  ended July 31, 2005 and
2004 was $2,555,266 and  $1,319,672,  respectively.  The three month decrease of
$261,952,  or  36% on a year  over  year  basis  is due to a  restructuring  and
downsizing  of our direct sales force and  transition  to an interim  management
team.

The nine  month  increase  of  $1,235,594,  or 94% on a year over year  basis is
directly  attributable  to the successful  signing of significant  contracts and
completing  those  installations  during  the  first  half  of  2005.  Continued
successes in gaining market  acceptance of our product  offering  contributed to
winning additional competitive contracts with high profile customers.

Selling, General and Administrative expenses for the three months ended July 31,
2005 and 2004 were  $709,769 and  $461,319  respectively.  Selling,  General and
Administrative  expenses  for the nine months  ended July 31, 2005 and 2004 were
$2,160,610  and  $1,211,664  respectively.  The three and nine month increase of
$248,450 and $948,946 represents a 54% and 78% increase, respectively, on a year
over year basis and is the result of  additional  personnel  costs  required  to
fulfill the successfully  acquired contracts.  The increased costs resulted from
adding personnel required to support the deployment,  delivery, and installation
of our product  which drove the  increased  sales  volume.  Additionally,  other
associated cost increases were incurred for infrastructure such as office space,
communications,  etc.  Since  there  were more  installations  covering a larger
geographic area travel costs also increased.


                                       30
<PAGE>

Net loss for the three  months  ended July 31,  2005 and 2004 was  $431,450  and
$237,458, respectively. Net loss for the nine months July 31, 2005 and 2004 were
$1,068,017 and $798,977  respectively.  The three and nine month increase in net
loss of $193,992 and $269,040  represents a 82% and 34% increase,  respectively,
on a year over year basis and is due to higher  costs  related  to  professional
fees,  increased  office  expense due to  expansion  into larger  facilities  to
accommodate  growth,  compensation of additional  personnel and the expensing of
stock options with less offset from lower than expected quarter revenues.

Financial Condition

From  inception  to July  31,  2005,  we  incurred  an  accumulated  deficit  of
$2,424,292,  and we expect to incur  additional  losses  through the year ending
October 31, 2005 and for the  foreseeable  future.  This loss has been  incurred
through a combination of professional fees and expenses  supporting our plans to
expand  operations,  further  commercialize our core products and to continue to
look for  opportunities to acquire  synergistic  businesses as well as continued
losses of the subsidiary.

We have  financed  our  operations  since  inception  primarily  through  equity
financing. During the three months ended July 31, 2005, we had a net decrease in
cash of $48,346.  Total cash resources as of July 31, 2005 was $53,729  compared
with $102,075 at April 30, 2005.

During the year ended  October 31,  2004,  1,933,333  of the series "A" Warrants
were  exercised  at $.18 per share,  resulting  in $348,000  net proceeds to the
Company and the issuance of  1,933,333  common  shares that were  included in an
SB-2 registration  declared effective by the Securities and Exchange  Commission
("SEC") in February, 2004.

In  addition,  966,665  series "B"  Warrants  were  exercised at $.24 per share,
resulting  in $232,000  net  proceeds to the Company and the issuance of 966,665
shares of common  stock that were  included  in an SB-2  registration  statement
declared  effective  by  the  SEC in  February  2004.  The  shares  were  issued
subsequent to year end and are classified as stock  subscribed in  Stockholder's
Equity. 966,668 "B" Warrants at $.24 per share remain unexercised as of July 31,
2005.

Also during the year ended October 31, 2004, the Company issued 2,000,000 shares
of common stock, resulting in net proceeds to the Company of $900,000.  Attached
to each share of common stock issued  pursuant to the  financing is a warrant to
purchase an additional  share of the Company's  common stock at $.60. The shares
and attached warrants were included in an SB-2 registration  declared  effective
by the SEC in August,  2004.  As of July 31,  2005,  2,000,000  of the  warrants
associated with the financing remain unexercised.

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


                                       31
<PAGE>

Our  independent  registered  public  accountants,  Bedinger  and  Company  have
indicated that,  based on the Company's  financial  statements,  there can be no
assurance the Company will continue as a going concern.  Moreover,  Bedinger and
Company has noted that the Company has suffered recurring losses from operations
that raises substantial doubt about its ability to continue as a going concern.

Management is currently in the process of seeking  additional  equity  financing
with  potential  investors.  There  can be no  assurance  that  such  additional
financing  will  be  obtained.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

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

Risk Factors

Risks Related To Our Business:

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.


                                       32
<PAGE>

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

We face numerous competitors.

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

There are risks associated with our planned growth.

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

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

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

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


                                       33
<PAGE>

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

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

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,  2005, a total of  17,427,916  shares of our  outstanding  common
stock were "restricted  securities" and could be sold in the public markets only
in compliance  with Rule 144 adopted under the  Securities  Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions,  an amount not exceeding in any three-month  period the greater of
either  (i) 1% of the  issuer's  outstanding  common  stock or (ii) the  average
weekly trading  volume in the securities  during a period of four calendar weeks
immediately  preceding the sale.  Persons who are not affiliated with the issuer
and who have held  their  restricted  securities  for at least two years are not
subject to the volume  limitation.  Possible or actual sales of our common stock
by present  shareholders  under Rule 144 could have a  depressive  effect on the
price of our common stock.

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

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


                                       34
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

As  required  by  Rule  13a-15(b)  under  the  Exchange  Act,  we  conducted  an
evaluation, under the supervision and participation of our management, including
the Company's  Interim President and Interim Chief Financial Officer (who is the
principal  accounting  officer),  both of whom  were  appointed  in the  interim
capacity  in  April,  2005,  to  evaluate  the  effectiveness  of the  Company's
disclosure controls and procedures and manage the Company's operations as of the
end of the period covered by this report.

As  reported  in the  Company's  10QSB filed with the  Securities  and  Exchange
Commission  on August 15, 2005 for the period ended April 30, 2005,  our interim
President and Principal Financial Officers had identified certain  deficiencies,
including a lack of an appropriately  rigorous system of policies and procedures
for the internal review of financial  reports,  including  inadequate  staffing,
training and expertise.

In  accordance  with Item 308 (c) of  Regulation  S-B, as of July 31, 2005 there
were no changes in the Company's  internal control  reporting in connection with
the Company's  evaluation of its internal controls that occurred during the most
recent fiscal quarter covered by this Form 10-QSB.


                                       35
<PAGE>

                                     Part II

ITEM 4. Exhibits and Reports On Form 8-K

(A) Reports on Form 8-K

We  filed a  report  on Form  8-K on May 2,  2005  announcing  the  decision  to
terminate  John  Glazik  and  Claude  Smith's   employment  as  Chief  Executive
Officer/President  and Chief  Financial  Officer,  respectively,  and to appoint
Sandro  Natale  and Todd M.  Pitcher as interim  President  and Chief  Financial
Officer respectively.

We filed a report on Form 8-K on May 4, 2005  announcing  results of  operations
for the three month period ended January 31, 2005.

We filed a report on Form 8-K on June 13, 2005  announcing  an  amendment to the
Company's Form 10-KSB/A for the year ended October 31, 2005.

We filed a report on Form 8-K on June 13, 2005  announcing  an  amendment to the
Company's  Quarterly  report on Form  10-QSB/A for the period ended  January 31,
2005.

We filed a report on Form 8-K on June 22, 2005  announcing  results of operation
for the three month period ended April 30, 2005.

We filed a report  on Form 8-K on July 20,  2005  announcing  a Letter of Intent
that the  Company  had entered  into with the  shareholders  of Hotel Net LLC to
acquire Hotel Net LLC.

(B) Exhibits

   99.1           CEO and  CFO  Certification  Pursuant  to  Section  302 of The
                  Sarbanes-Oxley Act of 2002

ITEM 5. Signatures

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

                                            Superclick, Inc.


                                            /s/ Sandro Natale
                                            ---------------------------
                                            Name: Sandro Natale
                                            Title: Interim CEO