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 January 31, 2005.

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

        For The Transition Period From ______________To_________________

                        Commission File Number 333-31238


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


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


                       5001 LBJ Freeway, Suite 700 PMB173
                               Dallas, Texas 75244
                                 (858) 518-1387
          ------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
            Area Code, Of Registrant's mailing address in California)

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

                                 Yes (x) No ( )

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

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

                                     Part I


Item 1.   Financial Statements

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

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

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

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

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

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

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

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


                                       1
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheet
January 31, 2005
================================================================================
<TABLE>
<CAPTION>
                                                                      January 31,
                                                                          2005
                                                                      ------------
<S>                                                                   <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                             $    360,509
     Accounts receivable                                                   867,792
     R&D Tax credits receivable (Note E)                                    81,179
     Sales tax refund receivable                                            28,976
     Inventory (Note B)                                                    114,023
     Prepaid expenses                                                       37,265
                                                                      ------------
           TOTAL CURRENT ASSETS                                          1,489,744

     Fixed assets (Note C)
           Cost                                                            217,637
           Accumulated Depreciation                                        (68,739)
                                                                      ------------
           Net                                                             148,899

     Deferred tax benefit (Note E)                                          34,937

     Goodwill                                                            1,218,606
                                                                      ------------
           TOTAL ASSETS                                               $  2,892,185
                                                                      ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY

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

     COMMITMENT (Note K)                                                        --

STOCKHOLDERS' EQUITY (Note G)

     Preferred stock, par value $.0001; 20,000,000
     shares authorized; 0 issued and outstanding                                --

     Common stock, par value $.0006, 120,000,000 shares authorized;
     issued and outstanding 25,163,773 at January 31, 2005                  15,098
     Additional paid-in capital                                          3,591,539
     Stock subscribed                                                           --
     Deficit accumulated during the development stage                   (1,281,919)
     Accumulated other comprehensive (loss)
           (Primarily cumulative translation adjustment)                    77,439
                                                                      ------------
           TOTAL STOCKHOLDERS' EQUITY                                    2,402,158
                                                                      ------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $  2,892,185
                                                                      ============
</TABLE>


                                       2
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
For the Three Months Ended January 31, 2005 and 2004, and
The Period June 3, 1999 (Date of Inception) to January 31, 2005
================================================================================

<TABLE>
<CAPTION>
                                                                                                 June 3, 1999
                                                            Three Months        Three Months   (Inception) to
                                                          Ended January 31,   Ended January 31,  January 31,
                                                          ----------------    ----------------    ----------------
                                                                2005                2004                2005
                                                          ----------------    ----------------    ----------------
<S>                                                       <C>                 <C>                 <C>
Revenue
      Net Sales                                           $      1,437,363    $        291,422    $      4,231,825
      Cost of goods sold                                           896,723             168,574           2,742,477
                                                          ----------------    ----------------    ----------------
      Gross profit                                                 540,640             122,848           1,489,349

Costs and Expenses
      Loss on equity method investment                                  --                  --              90,000
      Bank charges                                                   5,948               3,614              11,880
      Communication                                                 15,932              10,337              53,820
      Consulting fees                                                   --               5,866              79,228
      Meals and entertainment                                        6,358               3,882              57,819
      Depreciation and amortization                                 11,256               5,249              36,258
      Marketing and promotion                                       17,699               5,201              74,712
      Office                                                        69,254              18,137             271,621
      Professional fees                                             82,802              64,045             522,242
      Investor relations                                            15,014               1,753             160,274
      Loss due to license revisions                                     --                  --               4,639
      Write down of furniture and equipment                             --                  --               4,670
      Salaries and wages                                           329,229              94,450             909,673
      Employee benefits                                             12,603                  --              29,550
      Travel                                                        36,675              22,598             162,017
      Tax and licenses                                                  --                  --               7,665
      Research and development                                         213                  --              39,379
      Directors compensation                                            --                  --             197,154
      Bad debt expense                                                  --                  --              32,000
      Write down of intangible asset                                    --                  --             136,000
      Foreign currency (gain)/loss                                   3,186                  --               3,186
      Interest expense                                                  --                 365               6,345
                                                          ----------------    ----------------    ----------------
      Total expenses                                               606,168             235,498           2,890,132
                                                          ----------------    ----------------    ----------------
Loss from operations                                               (65,528)           (112,650)         (1,400,783)
Gain on sale of investment                                              --                  --              80,000
Gain on forgiveness of debt                                             --                  --              38,864
                                                          ----------------    ----------------    ----------------
      Total other income                                                --                  --             118,864
Earnings before taxes                                              (65,528)           (112,650)         (1,281,919)
Benefit for income taxes                                                --                  --                  --
                                                          ----------------    ----------------    ----------------
NET EARNINGS (LOSS)                                       $        (65,528)   $       (112,650)   $     (1,281,919)
                                                          ================    ================    ================
      Net (loss) per common share
      Basic and diluted                                   $         (0.003)   $         (0.005)
                                                          ================    ================

      Weighted average common shares outstanding
      Basic and diluted                                         25,088,588          20,747,646

      The average shares listed below were not included
      in the computation of diluted losses per share
      because to do so would have been antidilutive for
      the periods presented:
      Stock options                                              1,988,117                  --
      Warrants                                                   2,099,999           1,933,333
</TABLE>


                                       3
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholder's Equity
For the Period June 3, 1999 (Date of Inception) to January 31, 2005
================================================================================
<TABLE>
<CAPTION>

                                                                                         Common Stock
                                                                 -------------------------------------------------------
                                                                     Number of
                                                                      Shares             Amount            Subscribed
                                                                 ----------------   ----------------    ----------------
<S>                                                              <C>                <C>                 <C>
BALANCES June 3, 1999                                                          --   $             --    $             --

     Shares issued during the period
          Shares issued to acquire license                              8,333,333              5,000
          Shares issued for cash                                        1,916,667              1,150

     Net loss for the period from June 3, 1999
     (inception) through December 31, 1999
                                                                 ----------------   ----------------    ----------------
BALANCES October 31, 1999                                                                 10,250,000               6,150

     Net loss
                                                                 ----------------   ----------------    ----------------
BALANCES October 31, 2000                                              10,250,000              6,150

     Shares issued during the period
          Shares Issued for Nordic acquisition                            166,667                100

     Shares cancelled during the period
          Shares cancelled for license
          agreement revisions                                          (7,916,667)            (4,750)

     5:1 forward stock split                                                  5:1

     Net loss
                                                                 ----------------   ----------------    ----------------
BALANCES October 31, 2001                                               2,500,000              1,500

     Issuance of common stock                                             583,333                350

     Net loss
                                                                 ----------------   ----------------    ----------------
BALANCES October 31, 2002                                               3,083,334              1,850

     Shares issued during the period
          Shares issued for cash                                        2,433,333              1,460
          Shares Issued for Superclick Networks, Inc.
               acquisition (Note K)                                    14,025,800              8,415

     6:1 reverse stock split                                                  1:6

     Foreign Currency Translation Adjustment

     Net loss
                                                                 ----------------   ----------------    ----------------
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                                          966,665                580
          Stock options granted
          Stock subscribed                                                                                      (232,000)
     Foreign Currency Transalation Adjustment

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                                         Deficit
                                                                                        Accumulated        Accumulated
                                                                    Additional          during the            Other
                                                                      Paid-in          Developmental       Comprehensive
                                                                      Capital              Stage           Income (loss)
                                                                  ----------------    ----------------    ----------------
<S>                                                               <C>                 <C>                 <C>
BALANCES June 3, 1999                                             $             --    $             --    $             --

     Shares issued during the period
          Shares issued to acquire license                                   5,000
          Shares issued for cash                                           102,350

     Net loss for the period from June 3, 1999
     (inception) through December 31, 1999                                                     (18,936)
                                                                  ----------------    ----------------    ----------------
BALANCES October 31, 1999                                                  107,350             (18,936)                 --

     Net loss                                                                                  (88,027)
                                                                  ----------------    ----------------    ----------------
BALANCES October 31, 2000                                                  107,350            (106,963)                 --

     Shares issued during the period
          Shares Issued for Nordic acquisition                              89,900

     Shares cancelled during the period
          Shares cancelled for license
          agreement revisions                                                4,750

     5:1 forward stock split

     Net loss                                                                                 (181,335)
                                                                  ----------------    ----------------    ----------------
BALANCES October 31, 2001                                                  202,000            (288,298)                 --

     Issuance of common stock                                               64,635

     Net loss                                                                                  (10,534)
                                                                  ----------------    ----------------    ----------------
BALANCES October 31, 2002                                                  266,635            (298,832)                 --

     Shares issued during the period
          Shares issued for cash                                           202,540
          Shares Issued for Superclick Networks, Inc.
               acquisition (Note K)                                      1,236,520

     6:1 reverse stock split

     Foreign Currency Translation Adjustment                                                                        (7,476)

     Net loss                                                                                  (89,542)
                                                                  ----------------    ----------------    ----------------
BALANCES October 31, 2003                                                1,705,695            (388,374)             (7,476)

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

     Net loss                                                                                 (828,017)
                                                                  ----------------    ----------------    ----------------
BALANCES October 31, 2004                                         $      3,308,021    $     (1,216,391)   $         36,911

     Shares issued during the period
          Shares issued for cash                                           231,420
          Stock options granted                                             52,098
          Stock subscribed
     Foreign Currency Transalation Adjustment                                                                       40,528

     Net loss                                                                                  (65,528)
                                                                  ----------------    ----------------    ----------------
BALANCES January 31, 2005                                         $      3,591,539    $     (1,281,919)   $         77,439
                                                                  ================    ================    ================
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>


                                                                        Total
                                                                    Stockholders'
                                                                        Equity
                                                                   ----------------
<S>                                                                <C>
BALANCES June 3, 1999                                              $             --

     Shares issued during the period
          Shares issued to acquire license                                   10,000
          Shares issued for cash                                            103,500

     Net loss for the period from June 3, 1999
     (inception) through December 31, 1999                                  (18,936)
                                                                   ----------------
BALANCES October 31, 1999                                                    94,564

     Net loss                                                               (88,027)
                                                                   ----------------
BALANCES October 31, 2000                                                     6,537

     Shares issued during the period
          Shares Issued for Nordic acquisition                               90,000

     Shares cancelled during the period
          Shares cancelled for license
          agreement revisions                                                    --

     5:1 forward stock split

     Net loss                                                              (181,335)
                                                                   ----------------
BALANCES October 31, 2001                                                   (84,798)

     Issuance of common stock                                                64,985

     Net loss                                                               (10,534)
                                                                   ----------------
BALANCES October 31, 2002                                                   (30,347)

     Shares issued during the period
          Shares issued for cash                                            204,000
          Shares Issued for Superclick Networks, Inc.
               acquisition (Note K)                                       1,244,935

     6:1 reverse stock split

     Foreign Currency Translation Adjustment                                 (7,476)

     Net loss                                                               (89,542)
                                                                   ----------------
BALANCES October 31, 2003                                                 1,321,570

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

     Net loss                                                              (828,017)
                                                                   ----------------
BALANCES October 31, 2004                                          $      2,375,059

     Shares issued during the period
          Shares issued for cash                                            232,000
          Stock options granted                                              52,098
          Stock subscribed                                                 (232,000)
     Foreign Currency Transalation Adjustment                                40,528

     Net loss                                                               (65,528)
                                                                   ----------------
BALANCES January 31, 2005                                          $      2,402,158
                                                                   ================
</TABLE>


                                       6
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Unaudited Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended January 31, 2005, and
2004, and The Period June 3, 1999 (Date of Inception) to January 31, 2005
================================================================================

<TABLE>
<CAPTION>
                                                   Three            Three
                                                  Months            Months          June 3, 1999
                                                   Ended             Ended         (Inception) to
                                                 January 31,       January 31,      January 31,
                                               --------------    --------------    --------------
                                                    2005              2004               2005
                                               --------------    --------------    --------------
<S>                                            <C>               <C>               <C>
Net Gain/(Loss)                                $      (65,528)   $     (112,650)   $   (1,281,919)

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

     Foreign Currency Translation Adjustment           40,528           (10,594)           77,439
                                               --------------    --------------    --------------

Net Comprehensive (Loss)                       $      (25,000)   $     (123,244)   $   (1,204,480)
                                               ==============    ==============    ==============

</TABLE>


                                       7
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows For the Three Months
Ended January 31, 2005 and 2004, and The Period June 3, 1999
(Date of Inception) to January 31, 2005
================================================================================

<TABLE>
<CAPTION>
                                                                    Three Months    Three Months    June 3, 1999
                                                                        Ended          Ended       (Inception) to
                                                                     January 31,     January 31,     January 31,
                                                                    ------------    ------------    ------------
                                                                        2005            2004            2005
                                                                    ------------    ------------    ------------
<S>                                                                 <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                        $    (65,528)   $   (112,650)   $ (1,281,919)
    Adjustments to reconcile net loss
       to net cash used by operating activities:
        Depreciation                                                      11,256           5,250          30,897
        Amortization                                                       5,361
        Compensation expense on intrinsic value of options issued         52,098                         138,573
        Stock issued for services                                                                        315,154
        License impairment agreement                                                                       4,639
        Write down of goodwill                                                                           136,000
        Deferred tax benefit                                                                             (35,432)
        Abondonment of furniture and equipment                                                             4,670
        Loss on investment                                                                                90,000
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acquisition)
    (Increase) decrease in current assets:
        Accounts receivable                                              169,417        (213,773)       (724,974)
        Other receivables                                                 21,937           3,309          11,440
        Prepaid expenses                                                 (13,361)          7,747         (29,282)
        Inventory                                                        259,654           2,010         (92,349)
    Increase (decrease) in current current liabilities:
        Accounts payable and accrued expenses                           (371,060)         30,761         185,725
        Accrued payroll                                                  (12,297)        (30,848)        (65,978)
        Accrued other                                                     47,951          24,585          59,552
        Deferred revenue                                                (258,459)                         (1,563)
                                                                    ------------    ------------    ------------
        NET CASH USED FOR OPERATING ACTIVITIES                          (158,392)       (283,611)     (1,249,486)
CASH FLOWS FROM INVESTING ACTIVITIES:
        Cash to acquire Superclick Networks, Inc.                                                       (145,000)
        Acquisition of furniture and equipment                            (9,217)         (2,887)       (140,498)
                                                                    ------------    ------------    ------------
        NET CASH USED FOR INVESTING ACTIVITIES                            (9,217)         (2,887)       (285,498)
CASH FLOWS FROM FINANCING ACTIVITIES:
        Sale of common stock                                                             348,000       1,807,975
        Repayment of Note payable                                                        (23,143)             --
        Related party loan                                                                               (19,844)
                                                                    ------------    ------------    ------------
        NET CASH PROVIDED  BY FINANCING ACTIVITIES                            --         324,857       1,788,131

    EFFECT OF EXCHANGE RATE CHANGES ON CASH                               52,639          (7,874)        100,789
NET INCREASE (DECREASE) IN CASH                                         (114,970)         30,485         353,937
CASH, beginning of period                                                475,479          19,323              --
CASH acquired                                                                 --              --           6,572
                                                                    ------------    ------------    ------------
CASH, end of period                                                 $    360,509    $     49,808    $    360,509
                                                                    ============    ============    ============
Other non-cash investing and financing activities:
    License agreement acquired by issue of common stock             $         --    $         --    $     10,000
    Nordic Racing Limited acquired by issue of common stock         $         --    $         --    $     90,000
    Forgiveness of related party loan                               $         --    $         --    $     38,864
    Shares issued for services                                      $         --    $         --    $    315,154
    Shares issued for acqusition                                    $         --    $         --    $  1,244,935
    Interest paid                                                   $         --    $        365    $      2,344
    Taxes paid                                                      $         --    $         --    $        800
</TABLE>


                                       8
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(Formerly Grand Prix Sports, Inc.)
(A Development Stage Company)
Supplemental Schedule of Non-Cash Investing and Financing Activities (Unaudited)
================================================================================

The Company purchased all of the issued and outstanding stock of Superclick
Networks, Inc. The fair value of the assets and liabilities acquired were as
follows at October 8, 2003:

<TABLE>
<CAPTION>
<S>                                                                                 <C>
Cash                                                                                $      6,572
Accounts receivable                                                                      205,283
R&D tax credit receivable                                                                 71,833
Prepaid expenses                                                                           8,106
Inventory                                                                                 21,720
Property and Equipment (net)                                                              40,746
Intangible Assets, Net                                                                       106
Excess of cost over net assets acquired                                                1,354,606
                                                                                    ------------
                                                                                       1,708,972

Accounts payable and accrued expenses                                                   (315,645)
Notes payable to shareholder                                                             (19,844)
Note payable to Superclick, Inc (eliminated in consolidation at October 31, 2003)
                                                                                        (130,000)

Currency translation adjustment                                                           16,452
                                                                                    ------------

Acquisition expenses                                                                $     15,000
Fair value of common stock issued                                                   $  1,244,935
                                                                                    ============
</TABLE>


                                       9
<PAGE>

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

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation

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

Organization

Superclick, Inc. (the Company) has been in the development stage since its
incorporation under the laws of the state of Washington on June 3, 1999. The
Company operates as a holding company for acquisitions of subsidiaries and
provides management services to its wholly-owned subsidiary.

On October 6, 2003 the Company amended its articles of incorporation by changing
the name of the Company to Superclick, Inc.

Pursuant to a share purchase agreement dated October 7, 2003, the Company
acquired 100% of the issued and outstanding shares of Superclick Networks, Inc.
from its shareholders. In consideration for acquiring all of the Superclick
Networks, Inc. shares the Company has issued to its previous shareholders
14,025,800 shares of Superclick, Inc. Accordingly, Superclick Networks, Inc.
became the Company's wholly-owned subsidiary as of October 8, 2003. The
consolidated financial statements include the operations of SNI from October 8,
2003 through January 31, 2005.

In coordination with the acquisition, the Company consummated a one for six
reverse stock split effective October 10, 2003. All share and per share amounts
shown in these financial statements retroactively reflect the reverse stock
split for all periods presented.

The Company changed its year-end to October 31, 2003 to coincide with the
year-end of its wholly-owned subsidiary, Superclick, Networks, Inc.

Superclick Networks, Inc. (hereinafter referred to as SNI) was organized on
August 24, 2000, in Montreal, Quebec, Canada. SNI is in the business of


                                       10
<PAGE>

providing and installing broadband high speed Internet connection equipment in
hotels on a worldwide basis. SNI has developed a modem access solution that is
compatible with any Internet ready computer and requires no special
configuration or access numbers, using the existing wiring and allowing for
monitoring for Internet usage.

Effective March 9, 2001, the Company entered into an Agreement and Plan of Share
Exchange (the "Exchange Agreement") with Damask International, Jonathan Iseson,
T. Todd Stabler, and Dr. and Mrs. Robert J. Harman. Damask International and
Jonathan Iseson constituted the record and beneficial owners of forty percent
(40%), or 67 ordinary shares, of the issued and outstanding shares of the
capital stock of Nordic Racing Limited, a British corporation ("Nordic").
Pursuant to the terms of the Exchange Agreement, the Registrant sold and issued
an aggregate of 166,666 shares of its common stock, 116,666 shares to Damask
International, 25,000 shares to Jonathan Iseson, 16,666 shares to R. Todd
Stabler, and 8,333 shares to Dr. and Mrs. Robert J. Harman.

On October 11, 2002, the Company entered into a stock sale agreement to sell its
share in Nordic Racing Ltd. The agreement called for the Company to sell its 40%
interest in Nordic for $70,000. The sale was completed on October 29, 2002.

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

Summary of Significant Accounting Principles

Principles of consolidation

The consolidated financial statements include the accounts of Superclick, Inc.
and its wholly-owned subsidiary, Superclick Networks, Inc. All material
inter-company accounts and transactions have been eliminated.

Accounting estimates

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

Cash and cash equivalents

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


                                       11
<PAGE>

Accounts receivable

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

Inventories

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

Property and equipment

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

Superclick Networks, Inc. depreciates its property and equipment on a declining
balance method at the following rates as applied to net depreciable value:

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

Long-lived assets

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

Revenue recognition policy

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


                                       12
<PAGE>

Shipping and handling costs

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

Advertising

Superclick, Inc. and its wholly-owned subsidiary expense all advertising as
incurred. The Company has not incurred any marketing and advertising expense
from the date of the acquisition through October 31, 2003. For the year ended
October 31, 2004 SNI incurred approximately $7,100 in advertising expense.
During three months ended January 31, 2005, the Company incurred approximately
$17,699 for marketing and advertising expense.

Loss per common share

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

Issuance of common stock

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

Income taxes

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


                                       13
<PAGE>

Intangible assets

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

<TABLE>
<CAPTION>
                    Gross Intangible                                         Net
                         Assets          Accumulated Amortization     Intangible Assets
<S>                 <C>                  <C>                          <C>
Goodwill               $1,218,606                            $0            $1,218,606
Other intangibles             500                           500                     0
Total                  $1,219,106                          $500            $1,218,606
</TABLE>

Under SFAS 142 goodwill is not amortized and is deemed to have an indefinite
life. For the year ended October 31, 2004 the Company recognized impairment to
be approximately $136,000 and incurred an expense for the write down in the same
amount for the year then ended.

Impact of accounting standards

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

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

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

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. For the three
months ended January 31, 2005, two customers individually accounted for 82% and
8%, respectively, of accounts receivable. During the three months ended January
31, 2005, SNI's two largest customers accounted for 51% and 20% of sales
respectively.


                                       14
<PAGE>

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

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

Disclosure about Fair Value of Financial Instruments

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

Foreign Currency Translation

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

Research and development

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

NOTE B - INVENTORIES

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


                                       15
<PAGE>

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

NOTE C - PROPERTY AND EQUIPMENT

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

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

NOTE D - ACCOUNTS PAYABLE

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

NOTE E - NET OPERATING LOSS CARRY FORWARD

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

                     United States Corporation Income Taxes

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


                                       16
<PAGE>

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

                      Canadian Income Taxes (Stated in CAD)

             Year of Loss                  Amount            Expiration Date
             ------------                  ------            ---------------
           October 31, 2003                $5,322            October 31, 2010
           October 31, 2002               179,583            October 31, 2009
                                         ---------
                                         $184,905
                                         =========

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

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

NOTE F - GOING CONCERN AND MANAGEMENT'S PLANS

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

NOTE G - COMMON STOCK

On October 10, 2003, the Company affected a 1-for-6 reverse stock split for all
shareholders on record as of that date. All share and per share amounts shown in
these financial statements reflect the reverse stock split for all periods
presented.


                                       17
<PAGE>

In March of 2003, the Company commenced a limited private placement in an
attempt to raise equity capital. The Company has received $30,000 in exchange
for the issuance of 500,000 restricted shares of common stock.

In September of 2003, the Company commenced a private placement and received
$174,000 in exchange of 1,933,333 shares of restricted Common Stock. Attached to
each share of restricted Common Stock are two warrants giving the holder the
right to purchase Common Stock; Warrant "A" has an exercise price of $0.18 and
three year life, and Warrant "B" has an exercise price of $0.24 and three year
life.

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

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

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

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

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

NOTE H - WARRANTS

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


                                       18
<PAGE>

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

     B                   386,668            $ 0.24                   9/9/06
     B                   193,333            $ 0.24                  9/29/06
     B                   193,333            $ 0.24                 10/15/06
     B                   193,334            $ 0.24                 10/22/06
                        --------
                         966,668

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

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

NOTE I - STOCK INCENTIVE PLAN

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

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


                                       19
<PAGE>

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

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

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

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

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

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

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


                                       20
<PAGE>

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

                                                         2005
                                            -------------------------------
                                                            Weighted Average
                                                Shares       Exercise Price
                                            --------------   --------------

      Outstanding at beginning of period         1,904,784   $         0.51

      Granted                                      125,000             0.60

      Exercised                                         --               --

      Forfeited                                         --               --
                                            --------------   --------------

      Outstanding at end of quarter              2,029,784   $         0.53
                                            ==============   ==============

      Options exerciseable at quarter end          628,660
                                            ==============

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

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

                -----------------   ------------------   -----------------     -----------------   ------------------
Total                  2,029,784                 1.29              $ 0.53               628,660               $ 0.51
                =================   ==================   =================     =================   ==================
</TABLE>

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

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

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                           Three months            Three months
                                      Ended January 31, 2005  Ended January 31, 2004
<S>                                     <C>                   <C>
      Net loss as reported              $          (65,528)   $         (112,650)

      Pro forma                         $         (161,979)   $         (112,650)

      Net loss per share, as reported   $            (.003)   $             (005)

      Pro forma                         $            (.007)   $            (.005)
</TABLE>

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


                                                           January 31, 2005
                                                           ----------------

                Risk free interest rate                               2.53%

                Expected life (years)                                    2.

                Volatility                                          160.71%

                Dividend yield                                           --


NOTE J - RELATED PARTY TRANSACTION

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

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

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


                                       22
<PAGE>

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

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

In 2001 and 2002, the Company borrowed $34,863 from the previous Chief Executive
Officer of the Company. In December 2002, the loan was forgiven and a gain was
recognized for $38,864, including the loan of $34,863 and accrued interest of
$4,001.

In April 2002, the company entered into an agreement with Andrada inc., dba
Corvus Business Development Services ("Corvus"), a private consulting
corporation owned by Gregory J. Martin, a previous interim Chief Executive
Officer and Corporate Secretary, to provide management functions. The Company
incurred certain legal and professional fees in connection with the Corvus
agreement. These related expenses paid to Corvus amounted to $46,367 of which
$10,100 was payable at October 31, 2003.

NOTE K - COMMITMENTS

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

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

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

NOTE L - SUBSEQUENT EVENTS

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


                                       23
<PAGE>

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

On March 3, 2005 the Board of Directors ratified John Glazik's options into the
pool established by the employee stock option pool.

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

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

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

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

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

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

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

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


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<PAGE>

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

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

Revenue Recognition

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

Accounts receivable

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

Inventories

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

Income taxes

Provisions for income taxes are based on taxes payable or refundable for the
current period and deferred taxes on temporary differences between the amount of
taxable income and pretax financial income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled as prescribed in


                                       25
<PAGE>

FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Foreign Currency Translation

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

Deferred Taxes

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

Overview

Results of Operations

THREE MONTHS ENDED JANUARY 31, 2005 AND 2004

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

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


                                       26
<PAGE>

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

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

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

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

Risk Factors

Risks Related To Our Business:

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

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

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


                                       27
<PAGE>

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

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

We face numerous competitors.

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


                                       28
<PAGE>

from the expectations we describe in our forward-looking statements. You should
be aware that the occurrence of the events described in these risk factors could
have an adverse effect on our business, results of operations and financial
condition.

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

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

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

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

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

Our common stock is classified as a penny stock by the Securities and Exchange
Commission. This classification severely and adversely affects the market
liquidity for our common stock. The Commission has adopted Rule 15g-9, which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, sets forth (i) the basis on


                                       29
<PAGE>

which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in public offerings and secondary trading and about the commissions
payable to the broker-dealer and registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.


ITEM 3. CONTROLS AND PROCEDURES

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

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



                                     Part II


ITEM 4. Exhibits And Reports On Form 10-QSB January 31, 2005

(A)   Exhibits

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

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

      None



ITEM 5. Signatures

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

                                            Superclick, Inc.
                                               /s/ John Glazik
                                               ---------------------------
                                               Name:  John Glazik
                                               Title: CEO

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