Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

     For The Quarterly Period Ended April 30, 2005.

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

     For The Transition Period From ______________To_________________

                        Commission File Number 333-31238


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


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

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

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

                                 Yes (x) No ( )

The number of  outstanding  shares of the  issuer's  common  stock,  $0.0006 par
value, as of June 10, 2005 was 25,545,318.


<PAGE>

                                TABLE OF CONTENTS


                                                                          Page
                                                                          ----
                                     Part I

Item 1.   Financial Statements

Consolidated Balance Sheet as of April 30, 2005 (Unaudited)...........      1

Consolidated Statements of Operations and accumulated deficit
  for the three and six months ended April 30, 2005 and 2004,
  and for the period August 4, 2000 Date of inception) to
  April 30, 2005 (unaudited)..........................................      2

Consolidated Statements of Stockholders Equity for the six
   months ended April 30, 2005 and for the period August 4, 2000
   (Date of inception) to April 30, 2005 (unaudited)...................     3

Consolidated Statements of Comprehensive Income (Loss) for the
  three and six months ended April 30, 2005 and 2004, and the
  Period August 4, 2000 (Date of Inception) to
  April 30, 2005 (unaudited)..........................................      4

Consolidated Statements of Cash Flows for the three and six months
   ended April 30, 2005 and 2004, and for the period August 4, 2000
   (Date of inception) to April 30, 2005 (unaudited)..................      5

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

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

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

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


                           Part II - Other Information

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

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



                                       2
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Consolidated Balance Sheet
April 30, 2005
--------------------------------------------------------------------------------

                                                                    April 30,
                                                                      2005
                                                                  -----------
                                ASSETS                             (Unaudited)

CURRENT ASSETS
     Cash                                                         $   102,075
     Accounts receivable                                              752,227
     R&D Tax credits receivable                                        79,958
     Sales tax refund receivable                                       40,673
     Inventory (Note B)                                               200,253
     Prepaid expenses                                                  30,138
                                                                  -----------
           TOTAL CURRENT ASSETS                                     1,205,324

     Fixed assets (Note C)
           Cost                                                       227,295
           Accumulated Depreciation                                   (77,882)
                                                                  -----------
           Net                                                        149,413

     Deferred tax benefit (Note D)                                     34,411
                                                                  -----------
           TOTAL ASSETS                                           $ 1,389,149
                                                                  ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses :
           Accounts payable (Note E)                              $   477,467
           Accrued payroll                                              2,807
           Accured other                                               46,664
     Deferred revenue (Note F)                                        315,128
                                                                  -----------
           TOTAL CURRENT LIABILITIES                                  842,066

     COMMITMENTS (Note L)                                                  --

STOCKHOLDERS' EQUITY (Note H)

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

     Common stock, par value $.0006, 120,000,000 shares
       authorized; issued and outstanding 25,445,318 at
       April 30, 2005                                                  15,267
     Additional paid-in capital                                     2,495,875
     Stock subscribed                                                      --
     Deficit accumulated during the development stage              (1,992,842)
     Accumulated other comprehensive (loss)
           (Primarily cumulative translation adjustment)               54,764
     Treasury stock at cost                                           (25,981)
                                                                  -----------
           TOTAL STOCKHOLDERS' EQUITY                                 547,083
                                                                  -----------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 1,389,149
                                                                  ===========

                                       1
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Consolidated Statements of Operations
For the Three and Six Months Ended April 30, 2005 and 2004, and
The Period August 24, 2000 (Date of Inception) to April 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                            August 24, 2000
                                                    Three Months Ended              Six Months Ended         (Inception) to
                                                          April 30,                      April 30,             April 30,
                                              ----------------------------    ----------------------------    ------------
                                                  2005            2004             2005           2004            2005
                                              ------------    ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Revenue
      Net Sales                               $    540,203    $    280,869    $  1,692,255    $    542,627    $  4,765,047
      Services                                     195,730          43,899         403,412          73,563         641,968
                                              ------------    ------------    ------------    ------------    ------------
         Net revenue                               735,934         324,768       2,095,667         616,190       5,407,016
      Cost of goods sold                           384,670         240,721       1,281,393         409,295       3,682,946
                                              ------------    ------------    ------------    ------------    ------------
      Gross profit                                 351,264          84,047         814,274         206,895       1,724,070

Costs and Expenses
      Bank charges                                   2,618           4,525           8,566           8,140          14,334
      Communication                                 23,600          16,009          39,533          26,346          76,823
      Consulting fees                                   --           3,410              --           9,276          90,302
      Meals and entertainment                        8,603           7,527          14,961          11,410          36,013
      Depreciation and amortization                 10,397           1,442          21,653           6,691          96,919
      Marketing and promotion                       13,828              80          31,527           5,281          74,001
      Office                                        61,557          11,953         130,811          30,090         370,337
      Professional fees                            107,961          48,373         190,763         112,418         489,005
      Investor relations                            29,227          73,103          44,240          74,856         160,771
      Write down of furniture and equipment             --              --              --              --           4,298
      Salaries and wages                           456,450         133,893         780,900         228,343       1,723,716
      Employee benefits                             11,933              --          24,537              --          56,240
      Travel                                        53,435          27,155          90,110          49,753         271,637
      Tax and licenses                               2,572           7,846           2,572           7,846          32,400
      Research and development                         679           1,150             893           1,150         314,736
      Directors compensation                        27,612         177,519          27,612         177,519         224,766
      Bad debt expense                                  --              --              --                          32,000
      Foreign currency (gain)/loss                  38,980              --          42,165                          42,165
      Interest expense                                  --             862              --           1,227          18,005
                                              ------------    ------------    ------------    ------------    ------------
      Total expenses                               849,451         514,847       1,450,841         750,346       4,128,466
                                              ------------    ------------    ------------    ------------    ------------
Loss from operations                              (498,188)       (430,800)       (636,567)       (543,451)     (2,404,396)
Gain on forgiveness of debt                             --              --              --              --         169,441
                                              ------------    ------------    ------------    ------------    ------------
      Total other income                                --              --              --              --         169,441
Earnings before taxes                             (498,188)       (430,800)       (636,567)       (543,451)     (2,234,955)
Benefit for income taxes                                                                                          (242,113)
                                              ------------    ------------    ------------    ------------    ------------
NET EARNINGS (LOSS)                           $   (498,188)   $   (430,800)   $   (636,567)   $   (543,451)   $ (1,992,842)
                                              ============    ============    ============    ============    ============
      Net (loss) per common share
      Basic and diluted                       $     (0.020)   $     (0.020)   $     (0.026)   $     (0.025)
                                              ============    ============    ============    ============
      Weighted average common shares
      outstanding
      Basic and diluted                         25,226,574      22,070,512      24,958,074      21,409,044

      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                            1,992,909         589,856       1,990,513         294,928
        Warrants                                 2,299,999       1,966,669       3,100,000       2,925,001
</TABLE>


                                       2
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to April 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                       Preferred Stock                    Common Stock
                                                  ------------------------- ---------------------------------------    Additional
                                                   Number of                   Number of                                Paid-in
                                                    Shares        Amount        Shares        Amount    Subscribed      Capital
                                                  -----------  ------------ -------------- ------------ ----------- ---------------
<S>                                                <C>           <C>           <C>            <C>        <C>           <C>
BALANCES August 24, 2000                           $       -     $       -              -            -           -               -
Shares issued during the period                                                10,000,000        6,000                      (5,991)

Net loss
                                                  -----------  ------------ -------------- ------------ ----------- ---------------
BALANCES October 31, 2001                                  -             -     10,000,000        6,000                      (5,991)

Issuance of preferred stock for debt                  25,882       169,440
Issuance of common stock for cash                                               3,333,300        2,000                     211,882
Issuance of common stock for services                  3,333                      341,900          205                        (205)

Foreign Currency
      Translation Adjustment
Net loss
                                                  -----------  ------------ -------------- ------------ ----------- ---------------
BALANCES October 31, 2002                             29,215       169,440     13,675,200        8,205                     205,686

Shares issued during the period
      Shares issued for services                                                  350,600          210                       8,764
      Shares Issued for Superclick Networks, Inc.
           acquisition (Note J)                                                 5,516,667        3,310                     125,145
      Preferred shares converted to debt             (29,215)     (169,440)

Foreign Currency Translation Adjustment
Net (loss) profit
                                                  -----------  ------------ -------------- ------------ ----------- ---------------
BALANCES October 31, 2003                                  -             -     19,542,467       11,725                     339,595

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

Shares issued during the period
      Shares issued for cash
         (range $0.18-$0.45 per share)                                          1,166,665          700                     312,300
      Shares issued for services                                                   29,690           18                      27,594
      Stock options exercised                                                     110,625           66                      55,246
      Treasury stock received for
         cashless option exercises                                                (58,664)         (35)                    (29,297)
      Stock options granted                                                                                                139,764
      Stock subscribed                                                                                    (232,000)

Foreign Currency Translation Adjustment
Net (loss) profit
                                                  -----------  ------------ -------------- ------------ ----------- ---------------
BALANCES April 30, 2005                                    -             -     25,445,318    $  15,267   $       -     $ 2,495,875
                                                  ===========  ============ ============== ============ =========== ===============
</TABLE>

<TABLE>
<CAPTION>
                                                     Deficit
                                                   Accumulated        Accumulated
                                                    during the           Other                       Total
                                                   Developmental     Comprehensive    Treasury   Stockholders'
                                                       Stage         Income (loss)      Stock       Equity
                                                  ----------------- -------------- ----------- ---------------
<S>                                                   <C>                <C>            <C>        <C>
BALANCES August 24, 2000                                         -                                          -
Shares issued during the period                                                                             9

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

Issuance of preferred stock for debt                                                                  169,440
Issuance of common stock for cash                                                                     213,882
Issuance of common stock for services                                                                       -

Foreign Currency
      Translation Adjustment                                               (4,918)                     (4,918)
Net loss                                                  (234,382)                                  (234,382)
                                                  ----------------- -------------- ----------- ---------------
BALANCES October 31, 2002                                 (302,061)        (4,918)          -          76,352

Shares issued during the period
      Shares issued for services                                                                        8,974
      Shares Issued for Superclick Networks, Inc.
           acquisition (Note J)                                                                       128,455
      Preferred shares converted to debt                                                             (169,440)

Foreign Currency Translation Adjustment                                    (2,558)                     (2,558)
Net (loss) profit                                          (74,819)                                   (74,819)
                                                  ----------------- -------------- ----------- ---------------
BALANCES October 31, 2003                                 (376,880)        (7,476)          -         (33,036)

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                                                                           134,822
      Stock subscribed                                                                                232,000
Foreign Currency Transalation Adjustment                                   25,120                      25,120
Net loss                                                  (979,395)                                  (979,395)
                                                  ----------------- -------------- ----------- ---------------
BALANCES October 31, 2004                               (1,356,275)        17,644           -         898,155

Shares issued during the period
      Shares issued for cash
         (range $0.18-$0.45 per share)                                                                313,000
      Shares issued for services                                                                       27,612
      Stock options exercised                                                                          55,313
      Treasury stock received for
         cashless option exercises                                                    (25,981)        (55,313)
      Stock options granted                                                                           139,764
      Stock subscribed                                                                               (232,000)

Foreign Currency Translation Adjustment                                    37,120                      37,120
Net (loss) profit                                         (636,567)                                  (636,567)
                                                  ----------------- -------------- ----------- ---------------
BALANCES April 30, 2005                               $ (1,992,842)      $ 54,764   $ (25,981)      $ 547,083
                                                  ================= ============== =========== ===============
</TABLE>


                                       3
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended January 31, 2005, and 2004, and
The Period August 24, 2000 (Date of Inception) to April 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          August 24, 2000
                                                    Three Months Ended             Six Months Ended        (Inception) to
                                                          April 30,                     April 30,            April 30,
                                               --------------------------    --------------------------   ---------------
                                                   2005           2004           2005           2004           2005
                                               -----------    -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>            <C>
Net Gain/(Loss)                                $  (498,188)   $  (430,800)   $  (636,567)   $  (543,451)   $(1,992,842)
Other Comprehensive Income (Loss)                       --             --             --             --             --
     Foreign Currency Translation Adjustment        (8,566)       (13,873)        37,120        (24,466)        54,764
                                               -----------    -----------    -----------    -----------    -----------
Net Comprehensive (Loss)                       $  (506,754)   $  (444,673)   $  (599,447)   $  (567,917)   $(1,938,078)
                                               ===========    ===========    ===========    ===========    ===========
</TABLE>


                                       4
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Cash Flows For the Three and Six Months Ended
April 30, 2005 and 2004, and The Period August 24, 2000 (Date of Inception) to
April 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                              August 24, 2000
                                                        Three Months Ended             Six Months Ended        (Inception) to
                                                              April 30,                     April 30,            April 30,
                                                     --------------------------    --------------------------    -----------
                                                         2005           2004           2005           2004           2005
                                                     -----------    -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                         $  (498,188)   $  (430,800)   $  (636,567)   $  (543,451)   $(1,992,842)
    Adjustments to reconcile net loss
       to net cash used by operating activities:
        Depreciation                                      10,397          1,442         21,653          6,692         80,178
        Compensation expense on intrinsic value of
          options issued                                  92,446          4,203        139,764          4,203        274,586
        Stock issued for services                         27,612             --         27,612             --        351,740
        Deferred tax benefit                                  --             --             --             --        (35,432)
        Abondonment of furniture and equipment                --             --             --             --          4,383
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acquisition)
    (Increase) decrease in current assets:
        Accounts receivable                              104,740       (161,194)       274,157       (374,966)      (825,516)
        Other receivables                                     --        (27,307)        21,937        (23,998)       (60,392)
        Prepaid expenses                                   6,918        (39,475)        (6,443)       (31,728)       (30,470)
        Inventory                                        (89,851)       (46,879)       169,803        (44,869)      (203,920)
    Increase (decrease) in current current
      liabilities:
        Accounts payable and accrued expenses             41,633        117,255       (329,426)       148,015        485,424
        Accrued payroll                                    2,807          1,089         (9,490)       (29,759)         2,733
        Accrued other                                     (5,114)        47,951         19,470         51,228
        Deferred revenue                                 (10,900)            --       (195,323)            --        319,871
                                                     -----------    -----------    -----------    -----------    -----------
        NET CASH USED FOR OPERATING ACTIVITIES          (312,386)      (586,780)      (474,373)      (870,391)    (1,578,430)
CASH FLOWS FROM INVESTING ACTIVITIES:
        Stock issued to acquire subsidiary                    --             --             --             --        128,455
        Acquisition of furniture and equipment           (13,211)       (24,853)       (22,428)       (27,740)      (238,372)
                                                     -----------    -----------    -----------    -----------    -----------
        NET CASH USED FOR INVESTING ACTIVITIES           (13,211)       (24,853)       (22,428)       (27,740)      (109,917)
CASH FLOWS FROM FINANCING ACTIVITIES:
        Sale of common stock                              81,000        899,519         81,000      1,247,519      1,730,381
        Repayment of Note payable                             --             --             --        (23,143)            --
                                                     -----------    -----------    -----------    -----------    -----------
        NET CASH PROVIDED  BY FINANCING ACTIVITIES        81,000        899,519         81,000      1,224,376      1,730,381
    EFFECT OF EXCHANGE RATE CHANGES ON CASH              (13,837)        (4,273)        42,397        (12,147)        60,041
                                                     -----------    -----------    -----------    -----------    -----------
NET INCREASE (DECREASE) IN CASH                         (258,434)       283,613       (373,404)       314,098        102,075
CASH, beginning of period                                360,509         49,808        475,479         19,323             --
                                                     -----------    -----------    -----------    -----------    -----------
CASH, end of period                                  $   102,075    $   333,421    $   102,075    $   333,421    $   102,075
                                                     ===========    ===========    ===========    ===========    ===========
    Interest paid                                    $        --    $        --    $        --    $        --    $     2,344
    Taxes paid                                       $     2,572    $        --    $     2,572    $        --    $     3,372
Other non-cash investing and financing activities:
    Shares issued for services                       $    27,612    $   240,019    $    27,612    $   240,019    $   351,740
    Shares issued for acqusition                     $        --    $        --    $        --    $        --    $   128,455
</TABLE>


                                       5
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Supplemental Schedule of Non-Cash Investing and Financing Activities
--------------------------------------------------------------------------------

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

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

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



                                       6

<PAGE>

                                Superclick, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                  (Restatement)
                    For The Three Months Ended April 30, 2005

Note A-Organization And Summary Of Significant Accounting Policies

Basis of Presentation

The unaudited financial statements of Superclick,  Inc. as of April 30, 2005 and
for the three  and six month  periods  ended  April 30,  2005 and 2004 have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim financial reporting.  Accordingly, they do not include
all of the disclosures  required by accounting  principles generally accepted in
the  United  States  for  complete  financial  statements  and should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Superclick, Inc's Form 10-K for the year ended October 31, 2004.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  considered  necessary  for a fair  presentation  of the
interim financial information have been included.  The results of operations for
any interim period are not  necessarily  indicative of the results of operations
for the entire year.

Organization

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

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

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

Superclick, Inc. has been in the development stage since its incorporation under
the laws of the state of  Washington  on June 3, 1999,  and it has  historically
operated as a holding company.


                                       7
<PAGE>

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

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

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

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

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

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

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


Summary of Significant Accounting Principles

Principles of consolidation

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

Accounting estimates

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


                                       8
<PAGE>

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.

Accounts receivable

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

Inventories

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

Property and equipment

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

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

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

Long-lived assets

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


                                       9
<PAGE>

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.

The Company has adopted  Statement  of  Position  (SOP) 97-2,  Software  Revenue
Recognition,  as well as SOP 98-9,  Modification of SOP 97-2,  Software  Revenue
Recognition  with Respect to Certain  Transactions.  The SOPs generally  require
revenue  earned on  software  arrangements  involving  multiple  elements  to be
allocated to each element  based on the relative  fair market  values of each of
the  elements.  The fair  value of an element  must be based on  vendor-specific
objective evidence (VSOE) of fair value. Software license revenue allocated to a
software  product is recognized  upon  delivery of the product,  or deferred and
recognized in future periods to the extent that an  arrangement  includes one or
more  elements  that are to be delivered at a future date and for which VSOE has
not been established. Maintenance and support revenue is recognized ratably over
the maintenance term. First-year  maintenance typically is sold with the related
software  license  and renewed on an annual  basis  thereafter.  Estimated  fair
values of ongoing  maintenance  and  support  obligations  are based on separate
sales of  renewals  to other  customers  or upon  renewal  rates  quoted  in the
contracts.  For  such  arrangements  with  multiple  obligations,   the  Company
allocates  revenue to each component of the  arrangement  based on the estimated
fair  value  of the  undelivered  elements.  Fair  value  of  services,  such as
consulting or training,  is based upon  separate  sales of these  services.  The
Company at times may enter into multiple-customer contracts in which the Company
allocates  revenue based on the number of specified users at each customer,  and
recognizes revenue upon customer  acceptance and satisfying the other applicable
conditions of the above described accounting policy.

Shipping and handling costs

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

Advertising

The Company  expenses all advertising as incurred.  From August 4, 2000 (date of
inception) through April 30, 2005, the Company incurred approximately $74,001 in
for marketing and advertising  expense.  For the year ended October 31, 2004 the
Company  incurred  approximately  $25,984 in marketing and advertising  expense.
During the three and six months  ended  April 30,  2005,  the  Company  incurred
approximately  $13,828 and $31,527,  respectively  for marketing and advertising
expense.

Loss per common share

The Company  adopted  Statement of Financial  Accounting  Standards No. 128 that
requires  the  reporting  of both basic and diluted  earnings  (loss) per share.
Basic loss per share is calculated  using the weighted  average number of common


                                       10
<PAGE>

shares  outstanding in the period.  Diluted loss per share includes  potentially
dilutive  securities  such  as  outstanding  options  and  warrants,  using  the
"treasury  stock" method and  convertible  securities  using the  "if-converted"
method.  The assumed exercise of options and warrants and assumed  conversion of
convertible securities have not been included in the calculation of diluted loss
per share as the affect would be anti-dilutive.

Issuance of common stock

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

Income taxes

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

Intangible assets

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

<TABLE>
<CAPTION>
                                                   April 30, 2005
                         -------------------------------------------------------------------
                         Gross Intangible                                         Net
                              Assets          Accumulated Amortization     Intangible Assets
                         ----------------     ------------------------     -----------------
<S>                             <C>                     <C>                        <C>
Other intangibles               500                     500                        0
</TABLE>


Impact of accounting standards

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

In  December  2004,  the FASB  issued a  revision  to SFAS 123  (revised  2004),
Share-Based   Payment.   The   revision   requires  all  entities  to  recognize
compensation  expense  in an  amount  equal  to the fair  value  of  share-based


                                       11
<PAGE>

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 April 30, 2005,  two customers  individually  accounted for 19% and
11%, respectively, of accounts receivable. No other customers accounted for more
than 10% of accounts receivable as of April 30, 2005.

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

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

The Company is dependent on third-party equipment  manufacturers,  distributors,
dealers, and contractors for all of its supply of communications  equipment. For
the three months  ended April 30, 2005,  The  Company's  five largest  suppliers
accounted for 62% of product and service purchases.  The Company is dependent on
the ability of its suppliers to provide  products and services on a timely basis
and on favorable  pricing terms.  The loss of certain  principal  suppliers or a
significant  reduction in product  availability  from principal  suppliers could
have a material adverse effect on the Company.

Disclosure about Fair Value of Financial Instruments

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


                                       12
<PAGE>

Foreign Currency Translation

The financial  statements of the Canadian Parent are measured using the Canadian
dollar as the functional  currency.  Assets,  liabilities and equity accounts of
the company are  translated  at exchange  rates as of the balance  sheet date or
historical  acquisition date,  depending on the nature of the account.  Revenues
and expenses are  translated  at average  rates of exchange in effect during the
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 April 30, 2005.

                Computer equipment           $  188,838
                Inventory in transit             22,119
                Provision for losses            (10,704)
                                             ----------
                                             $  200,253
                                             ==========

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at April 30, 2005:

                Furniture & fixtures         $   96,038
                Computer hardware                87,016
                Leasehold improvements           25,303
                Fabrication mold and dye         18,100
                Computer software                   838
                                             ----------
                                                227,295
                Accumulated depreciation        (77,882)
                                             ----------
                Fixed assets, net            $  149,413
                                             ==========

NOTE D - NET OPERATING LOSS CARRY FORWARD

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the


                                       13
<PAGE>

scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies  in making this  assessment.  At October 31, 2003 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$360,528 for the year ended October 31, 2004, assuming a tax rate of 40%.

                     United States Corporation Income Taxes

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

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

                     Canadian Income Taxes (Stated in CAD)

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

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

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

NOTE E - ACCOUNTS PAYABLE

Accounts payable at April 30, 2005 consisted of $5,431 in professional  fees and
$472,036 in trade  Payables.  There was no  consulting  fees  payable,  or taxes
payable.

NOTE F - DEFERRED REVENUE

Deferred revenue is recorded in a manner  consistent with the Company's  revenue
recognition  policy.  The Company  generally  enters  into one year  upgrade and
maintenance contracts with its customers.  The upgrade and maintenance contracts


                                       14
<PAGE>

are generally  paid in advance.  The Company  defers such payment and recognizes
revenue  ratably over the contract  period.  As of April 30, 2005, the Company's
deferred  revenue  balance was  $315,128.  For the three  months ended April 30,
2005, the Company recognized $170,615 in upgrade and maintenance revenue.

NOTE G - GOING CONCERN AND MANAGEMENT'S PLANS

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

NOTE H - PREFERRED AND COMMON STOCK

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

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

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

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

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


                                       15
<PAGE>

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

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

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

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

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

During  the  quarter  ended  April 30,  2005 and  pursuant  to the April 6, 2004
financing, which the board had previously in a resolution extended through April
1, 2005,  the Company  issued 200,000 shares of Common Stock in exchange for net
proceeds of $81,000.  Attached to this  issuance  were  200,000  Common  Stock A
Warrants with an exercise price of $0.60 per share.

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

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

o             Increased  the  employee  stock  option  pool  established  by the
              employee stock option plan to 3,500,000 from 2,000,000.
o Ratified John Glazik's options into the pool established by the employee stock
option  pool.  On March 8,  2005 the  company  issued  the  following  shares 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
                                                      =======


                                       16
<PAGE>

NOTE I - WARRANTS

At April 30, 2005 the Company had 2,299,999 "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:

                                        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
     A                   200,000            $ 0.60                  3/29/08
                  ---------------
Total                  2,299,999

                       3,266,667
                  ===============


NOTE J - STOCK INCENTIVE PLAN

On April 8,  2004,  the  Board of  Directors  of the  Company  adopted  the 2004
Incentive  Stock Option Plan.  This Plan is a plan for key Employees  (including
officers  and  employee  directors)  and  Consultants  of the  Company  and  its
Affiliates  and is intended to advance the best  interests of the  Company,  its
Affiliates, and its stockholders by providing those persons who have substantial
responsibility  for the  management and growth of the Company and its Affiliates


                                       17
<PAGE>

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.

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. See "Subsequent Events" below.

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. See "Subsequent Events" below.

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

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

The Stock  Incentive  Plan  shall  have a duration  of ten years  commencing  on
January 1, 2004. Awardees are defined as a director to whom an award is made. An
eligible  director  is any  person  who on the date of grant is a member  of the
Board of  Directors  of the  Company and is not an employee of the Company or of
any Subsidiary.  Stock Options are  non-qualified  right-to-buy  Options for the
purchase of Common  Stock of the  Company.  The term of each Option shall be ten
years from the Date of Grant. The Option Price shall be the Fair Market Value of
Superclick,  Inc.  Common  Stock on the date the  Option  is  granted.  Under no
circumstances  shall  any  Option  vest in less  than one year  from the date of
grant.  Shares  purchased upon exercise of an Option must be paid for in full at


                                       18
<PAGE>

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.

The  following  table  summarizes  the Company's  stock option  activity for the
quarter ended April 30, 2005:

                                                            2005
                                             ----------------------------------
                                                              Weighted Average
                                                Shares         Exercise Price
                                             -------------   ------------------
      Outstanding at beginning of period        2,029,784              $ 0.53
      Granted                                           -                   -
      Exercised                                   111,875                0.50
      Forfeited                                         -                   -
      Outstanding at end of quarter             1,917,909              $ 0.56
                                              ============          ==========
      Options exerciseable at quarter end         775,716
                                              ============


The following  table  summarizes  information  about the Company's stock options
outstanding at April 30, 2005:

<TABLE>
<CAPTION>
                                  Options Outstanding                                    Options Exercisable
                 -----------------------------------------------------          ---------------------------------
                     Number             Weighted             Weighted                                  Weighted
  Range of        Outstanding            Average             Average                                    Average
  Exercise        At April 30,        Contractural           Exercise               Number             Exercise
   Prices             2005            Life (years)            Price              Outstanding             Price
--------------    -----------          -----------          ----------          ------------         ------------
<S>                   <C>                     <C>               <C>                  <C>                   <C>
       $ 0.50         884,784                 0.84              $ 0.50               479,258               $ 0.50
         0.50         608,125                 1.09                0.50               188,125                 0.50
         0.65         300,000                 1.34                0.65                87,500                 0.65
         0.60         125,000                 1.61                0.60                20,833                 0.60
                  -----------          -----------          ----------          ------------         ------------
Total               1,917,909                 1.05              $ 0.53               775,716               $ 0.52
                  ===========          ===========          ==========          ============         ============
</TABLE>

The Company accounts for stock options  utilizing the intrinsic value method for
variable  awards  under the  provisions  of  Accounting  Principles  Board (APB)
Opinion  No.  25,  Accounting  for  Stock  Issued  to  Employees.   Accordingly,
compensation  cost is measured as the excess, if any, of the quoted market price
of the Company's  stock at the end of each  reporting  period over the amount an
employee  must pay to acquire  the stock,  amortized  over the  vesting  period.


                                       19
<PAGE>

During the three and six months  ended April 30,  2005,  the Company  recognized
compensation expense of $92,446 and $139,764,  respectively. To date the Company
has recognized compensation expense in the amount of $274,586.

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  April 30, 2005 would
have been:

                                       Three months            Three months
                                   Ended April 30, 2005     Ended April 30, 2004
                                   --------------------     --------------------
Net loss as reported                     ($498,188)              ($430,800)
Pro forma                                ($514,884)              ($453,873)
Net loss per share, as reported            ($0.020)                ($0.020)
Pro forma                                  ($0.020)                ($0.021)

No options were granted during the quarter ended April 30, 2005.

NOTE K - RELATED PARTY TRANSACTION

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

Mr.  Pitcher,  Chairman  of the  Company,  provides  consulting  services to the
Company in exchange for monthly compensation of $2,000 and related expenses,  in
addition  to the stock  awarded  to Board  members  for  service on the Board as
mentioned above.  Subsequent to year end the stock  compensation of the Chairman
was increased from $15,000 to $20,000 annually.

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


                                       20
<PAGE>

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

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

NOTE L - COMMITMENTS

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

            Year Ended October 31,
            2005                                     $      28,296
            2006                                            55,484
            2007                                            55,011
            2008                                            52,937
            2009                                            48,525
                                                     -------------
                                                     $     240,253
                                                     =============

The Company incurred $18,326 in rent expense during the three months ended April
30,  2005.  We do  not  maintain  any  long-term  or  exclusive  commitments  or
arrangements to purchase merchandise from any single supplier.

NOTE M - SUBSEQUENT EVENTS

On May 7,  2005,  100,000  A  Warrants  with an  exercise  price of  $0.60  were
exchanged  for 100,000  shares of Common Stock  resulting in net proceeds to the
Company of $60,000.

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

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

      o     On April 28, 2005, Superclick, Inc. and Claude Smith mutually agreed
            to terminate Mr. Smith's position as Chief Financial  Officer and to
            close its  executive  offices in Dallas,  Texas due to the Company's
            decision to relocate its administrative  center to its operations in
            Montreal. Pursuant to Mr. Smith's stock option grant, at the time of


                                       21
<PAGE>

            departure from the Company, 137,500 shares had vested. The remaining
            162,500 shares  available to Mr. Smith according to the terms of the
            stock option grant were canceled.

      o     Effective  April 28, 2005 the Board of  Directors  appointed  Sandro
            Natale  to serve as  interim  Chief  Executive  Officer  and Todd M.
            Pitcher to serve as interim  Chief  Financial  Officer and Principal
            Accounting Officer of the Company. In order to support Mr. Pitcher's
            additional  duties as interim  CFO, the Company has  established  an
            office in La Jolla, California, where Mr. Pitcher resides.

      o     Mr.  Natale  is a founder  of  Superclick,  Inc.  and has been VP of
            Business  Development  since  its  inception.  Mr.  Pitcher  is  the
            Chairman of  Superclick,  Inc. and has served in that capacity since
            January 2003.

NOTE N - RESTATEMENT

The 10-KSB for  Superclick,  Inc.  as of October  31,  2004 and 2003 and for the
Period  August  24,  2000  (Date of  Inception)  to  October  31,  2004 has been
restated.  In  March,  2005 we  concluded  that the  acquisition  of  Superclick
Networks,  Inc. was a reverse merger or recapitalization.  In the reverse merger
the accounting acquirer is Superclick Networks, Inc., and as such, is treated as
the continuing reporting entity with their historical financial statements being
brought forward. The financial statements contained within this report have been
restated to effect this recommendation. Previously, the merger was accounted for
a forward merger accounted for as a purchase wherein goodwill had been created.

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

In  May  2005  management  determined  the  revenue  previously  recognized  for
maintenance  and upgrades  needs to be recognized  over the life of the contract
and thus has  deferred a portion of the  unearned  revenue  for  recognition  in
future periods in accordance with the AICPA's SOP 97-2.

Management further determined the recognition of the cashless warrant feature of
the  stock   option   plan  under   Financial   Accounting   Standards   Board's
Interpretation  44,  "Accounting  for  Certain   Transactions   involving  Stock
Compensation-an interpretation of APB Opinion No. 25"created the need to account
for the options using the variable  method and not the fixed method  (previously
used).  This  increased  the total  expense for stock options for the year ended
October 31, 2004.

Management has also reduced the consolidated  revenue for the previous inclusion
of a forgiveness of debt between the consolidated companies.


                                       22
<PAGE>

The following information presents the impact of the reverse merger as discussed
above and the  restatement of  stockholders'  equity on the Company's  financial
information  as  originally  reported for the three months ended April 30, 2005:
Additionally,  the restated financial statements reflect the deferral of revenue
generated from maintenance and upgrade  services based on contract  period,  the
change in  accounting  for stock  options  from the fixed method to the variable
method and the elimination of the loan forgiveness.



                                       23
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheet
January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          January 31,    January 31,   January 31,
                                                                             2005           2005          2005
                                                                         -----------    -----------    -----------
                                                                        (Originally
                                                                          Reported)      (Restated)    (Difference)
<S>                                                                      <C>            <C>            <C>
                                     ASSETS
CURRENT ASSETS
              Cash                                                       $   360,509    $   360,509    $        (0)
              Accounts receivable                                            867,792        867,792             --
              R&D Tax credits receivable (Note E)                             81,179         81,179             --
              Sales tax refund receivable                                     28,976         28,976             --
              Inventory (Note B)                                             114,023        114,023             --
              Prepaid expenses                                                37,265         37,264             (1)
                                                                         -----------    -----------    -----------
                          TOTAL CURRENT ASSETS                             1,489,744      1,489,743             -1
                                                                         -----------    -----------    -----------

              Fixed assets (Note C)
                          Cost                                               217,637        217,637             --
                          Accumulated Depreciation                           (68,739)       (68,739)            --
                                                                         -----------    -----------    -----------
                          Net                                                148,898        148,898             --
                                                                         -----------    -----------    -----------

              Deferred tax benefit (Note E)                                   34,937         34,937             --
                                                                         -----------    -----------    -----------

              Goodwill                                                     1,218,606             --     (1,218,606)
                                                                         -----------    -----------    -----------

                          TOTAL ASSETS                                   $ 2,892,185    $ 1,673,578    $(1,218,607)
                                                                         ===========    ===========    ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
              Accounts payable and accrued expenses :
                          Accounts payable (Note D)                      $   439,802    $   439,802    $        --
                          Accured other                                       50,226         50,226             --
              Deferred revenue                                                    --        330,771        330,771
                                                                         -----------    -----------    -----------
                          TOTAL CURRENT LIABILITIES                          490,028        820,799        330,771
                                                                         -----------    -----------    -----------

              COMMITMENTS (Note K)                                                --

STOCKHOLDERS' EQUITY (Note G)

              Preferred stock, par value $.0001; 20,000,000
                shares authorized; 0 issued and outstanding                       --                            --
              Common stock, par value $.0006,                                 15,098         15,098             --
              Additional paid-in capital                                   3,591,539      2,269,006     (1,322,533)
              Stock subscribed                                                    --                            --
              Deficit accumulated during the development stage            (1,281,919)    (1,494,655)      (212,736)
              Accumulated other comprehensive (loss)
                          (Primarily cumulative translation adjustment        77,439         63,330        (14,109)
                                                                         -----------    -----------    -----------
                          TOTAL STOCKHOLDERS' EQUITY                       2,402,157        852,779     (1,549,378)
                                                                         -----------    -----------    -----------
                          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 2,892,185    $ 1,673,578    $(1,218,607)
                                                                         ===========    ===========    ===========
</TABLE>


                                       24
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
For the Three Months Ended January 31, 2005 and 2004, and
The Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                       August 24,      August 24,
                                                                                       June 3, 1999       2000            2000
                                          Three Months   Three Months   Three Months   (Inception)    (Inception)     (Inception)
                                             Ended          Ended          Ended            to             to              to
                                          January 31,    January 31,    January 31,    January 31,    January 31,     January 31,
                                          -----------    -----------    ----------    ------------    ------------    ------------
                                              2005           2005          2004            2005           2005             2005
                                          -----------    -----------    ----------    ------------    ------------    ------------
                                          (Originally                                  (Originally
                                           reported)     (Restated)    (Difference)      Reported)     (Restated)     (Difference)
<S>                                       <C>            <C>            <C>           <C>             <C>             <C>
Revenue
   Net Sales                              $ 1,437,363    $ 1,152,051    $ (285,312)   $  4,231,825    $  4,224,844    $     (6,981)
   Services                                        --        207,682       207,682         446,238         446,238
   Cost of goods sold                         896,723        896,723            --       2,742,477       3,298,276         555,799
                                          -----------    -----------    ----------    ------------    ------------    ------------
   Gross profit                               540,640        463,010       (77,630)      1,489,348       1,372,806        (116,542)

Costs and Expenses
   Loss on equity method investment                --             --            --          90,000              --         (90,000)
   Bank charges                                 5,948          5,948            --          11,880          11,716            (164)
   Communication                               15,932         15,932            --          53,820          53,222            (598)
   Consulting fees                                 --             --            --          79,228          90,303          11,075
   Meals and entertainment                      6,358          6,358            --          57,819          27,410         (30,409)
   Depreciation and amortization               11,256         11,256            --          36,258          86,522          50,264
   Marketing and promotion                     17,699         17,699            --          74,712          60,173         (14,539)
   Office                                      69,254         69,254            --         271,621         308,780          37,159
   Professional fees                           82,802         82,802            --         522,242         381,044        (141,198)
   Investor relations                          15,014         15,014            --         160,274         131,545         (28,729)
   Loss due to license revisions                   --             --            --           4,639              --          (4,639)
   Write down of furniture and equipment           --             --            --           4,668           4,297            (371)
   Salaries and wages                         329,229        324,451        (4,778)        909,673       1,267,266         357,593
   Employee benefits                           12,603         12,603            --          29,550          44,306          14,756
   Travel                                      36,675         36,675            --         162,017         218,202          56,185
   Tax and licenses                                --             --            --           7,665          29,828          22,163
   Research and development                       213            213            --          39,380         314,056         274,676
   Directors compensation                          --             --            --         197,154         197,154              --
   Bad debt expense                                --             --            --          32,000          32,000              --
   Write down of intangible asset                  --             --            --         136,000              --        (136,000)
   Foreign currency (gain)/loss                 3,185          3,185            --           3,186           3,186              --
   Interest expense                                --             --            --           6,345          18,005          11,660
                                          -----------    -----------    ----------    ------------    ------------    ------------
   Total expenses                             606,168        601,390        (4,778)      2,890,131       3,279,015         388,884
                                          -----------    -----------    ----------    ------------    ------------    ------------
Loss from operations                          (65,528)      (138,380)     (112,650)     (1,400,783)     (1,906,209)       (505,426)
Gain on sale of investment                         --             --            --          80,000              --         (80,000)
Gain on forgiveness of debt                        --             --            --          38,864         169,441         130,577
                                          -----------    -----------    ----------    ------------    ------------    ------------
   Total other income                              --             --            --         118,864         169,441          50,577
Earnings before taxes                         (65,528)      (138,380)      (72,852)     (1,281,919)     (1,736,768)       (454,849)
Benefit for income taxes                           --             --            --              --        (242,113)       (242,113)
                                          -----------    -----------    ----------    ------------    ------------    ------------
NET EARNINGS (LOSS)                       $   (65,528)   $  (138,380)   $  (72,852)   $ (1,281,919)   $ (1,494,655)   $   (212,736)
                                          ===========    ===========    ==========    ============    ============    ============
   Net (loss) per common share
   Basic and diluted                      $    (0.003)   $    (0.006)   $   (0.003)
                                          ===========    ===========    ==========

   Weighted average common shares
   outstanding
   Basic and diluted                       25,088,588     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              0
   Warrants                                 2,099,999      1,933,333
</TABLE>


                                       25
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Stockholders' Equity
For the Period August 24, 2000 (Date of Inception) to January 31, 2005
(Restatement)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         For the Period     For the Period     For the Period
                                                          June 3, 1999     August 24, 2000    August 24, 2000
                                                            (Date of           (Date of           (Date of
                                                         Inception) to      Inception) to      Inception) to
                                                          January 31,        January 31,        January 31,
                                                          ------------      ------------        ------------
                                                              2005              2005                 2005
                                                          ------------      ------------        ------------
                                                          (Originally
                                                            reported)        (Restated)          (Difference)
<S>                                                       <C>               <C>                 <C>
Common stock:
Shares issued for merger with Superclick Networks, Inc.
      Shares                                                14,025,800         5,516,667          (8,509,133)
      Amount                                              $      8,415      $      3,310        $     (5,105)
      Additional paid in capital                          $  1,236,520      $    125,145        $ (1,111,375)
Shares issued for acquistion of Nordic
      Shares                                                   166,667                --            (166,667)
      Amount                                              $        100      $         --        $       (100)
      Additional paid in capital                          $     89,900      $         --        $    (89,900)
Shares issued for license, net                                                                            --
      Shares                                                   416,666                --            (416,666)
      Amount                                              $        250      $         --        $       (250)
      Additional paid in capital                          $      9,750      $         --        $     (9,750)
   Shares issued for cash:
      Shares                                                 9,933,328         8,333,294          (1,600,034)
      Amount                                              $      5,960      $      5,000        $       (960)
      Additional paid in capital                          $  1,891,525      $  1,733,882        $   (157,643)
   Shares issued for services:
      Shares                                                   621,206        11,313,706          10,692,500
      Amount                                              $        373      $      6,788        $      6,415
      Additional paid in capital                          $    314,781      $    317,349        $      2,568
Common stock subscribed                                   $         --      $         --        $         --
Stock options granted                                     $    138,573      $    182,140        $     43,567
Fees related to share issuance                            $    (89,510)     $    (89,510)       $         --
Foreign Currency Translation Adjustment                   $     77,439      $     63,330        $    (14,109)
Accumulated Deficit through October 31, 2004              $ (1,281,919)     $ (1,494,655)       $   (212,736)
                                                          ------------      ------------        ------------
Total shareholders equity                                 $  2,402,157      $    852,779        $ (1,549,378)
                                                          ============      ============        ============

Total Common Stock
Shares                                                      25,163,667        25,163,667                  --
Amount                                                    $     15,098      $     15,098        $         --
Additional paid in capital                                $  3,591,539      $  2,269,006        $ (1,322,533)
</TABLE>


                                       26
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                          August 24,     August 24,
                                           Three Months   Three Months   Three Months    June 3, 1999       2004           2004
                                              Ended          Ended          Ended       (Inception) to (Inception) to (Inception) to
                                            January 31,    January 31,    January 31,     January 31,    January 31,    January 31,
                                            -----------    -----------    -----------    -----------    -----------    -----------
                                                2005          2004           2004            2005          2005            2005
                                            -----------    -----------    -----------    -----------    -----------    -----------
                                            (Originally                                  (Previously
                                              reported)     (Restated)    (Difference)      Stated)      (Restated)     (Difference
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Net Gain/(Loss)                             $   (65,528)   $  (138,380)   $   (72,852)   $(1,216,391)   $(1,494,655)   $  (278,264)

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

  Foreign Currency Translation Adjustment        40,528         45,686          5,158         77,439         63,330        (14,109)
                                            -----------    -----------    -----------    -----------    -----------    -----------

Net Comprehensive (Loss)                    $   (25,000)   $   (92,694)   $   (67,694)   $(1,138,952)   $(1,431,325)   $  (292,373)
                                            ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>



                                       27
<PAGE>

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

<TABLE>
<CAPTION>
                                                      Three        Three       Three       June 3,       August 24,     August 24,
                                                      Months       Months      Months        1999           2000           2000
                                                      Ended        Ended       Ended     (Inception)    (Inception)    (Inception)
                                                     January      January     January         to             to             to
                                                       31,          31,         31,      January 31,    January 31,    January 31,
                                                    ---------    ---------    --------   -----------    -----------    -----------
                                                       2005         2004        2004         2005          2005            2005
                                                    ---------    ---------    --------   -----------    -----------    -----------
                                                   (Originally                           (Originally
                                                     reported)   (Restated) (Difference)   reported)     (Restated)    (Difference)

<S>                                                 <C>          <C>          <C>        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                       $ (65,528)   $(138,380)   $(72,852)  $(1,281,919)   $(1,494,655)   $  (212,736)
     Adjustments to reconcile net loss
        to net cash used by operating
        activities:
         Depreciation                                  11,256       11,256          --        30,897         69,781         38,884
         Amortization                                                                          5,361             --         (5,361)
         Compensation expense on intrinsic
           value of options issues                     52,096       47,318      (4,778)      138,573        182,142         43,569
         Stock issued for services                    315,154      324,128                                                   8,974
         License impairment agreement                                                          4,639             --         (4,639)
         Write down of goodwill                                                              136,000             --       (136,000)
         Deferred tax benefit                                                                (35,432)       (35,432)            --
         Abondonment of furniture and equipment                                                4,670          4,383           (287)
         Loss on investment                                                                   90,000             --        (90,000)
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES: (Net of effect of
     acquisition)
     (Increase) decrease in current assets:
         Accounts receivable                          169,417      169,417          --      (724,974)      (930,256)      (205,282)
         Other receivables                             21,937       21,937          --        11,440        (60,392)       (71,832)
         Prepaid expenses                             (13,361)     (13,361)         --       (29,282)       (37,388)        (8,106)
         Inventory                                    259,654      259,654          --       (92,349)      (114,069)       (21,720)
     Increase (decrease) in current current
     liabilities:                                          --           --
         Accounts payable and accrued expenses       (371,060)    (371,060)         --       185,725        443,790        258,065
         Accrued payroll                              (12,297)     (12,297)         --       (65,978)           (74)        65,904
         Accrued other                                 47,951       47,951          --        59,552         51,228         (8,324)
         Deferred revenue                            (258,459)    (184,423)     74,036        (1,563)       330,771        332,334
                                                    ---------    ---------    --------   -----------    -----------    -----------
         NET CASH USED FOR OPERATING ACTIVITIES      (158,394)    (161,988)     (3,594)   (1,249,486)    (1,266,043)       (16,557)
CASH FLOWS FROM INVESTING ACTIVITIES:
         Stock issued for acquisition of subsidiary                                         (145,000)       128,455        273,455
         Acquisition of furniture and equipment        (9,217)      (9,217)         --      (140,498)      (225,161)       (84,663)
                                                    ---------    ---------    --------   -----------    -----------    -----------
         NET CASH USED FOR INVESTING ACTIVITIES        (9,217)      (9,217)         --      (285,498)       (96,706)       188,792
CASH FLOWS FROM FINANCING ACTIVITIES:
         Sale of common stock                                           --          --     1,807,975      1,649,381       (158,594)
         Repayment of Note payable                                      --          --            --             --             --
         Related party loan                                                                  (19,844)            --         19,844
                                                    ---------    ---------    --------   -----------    -----------    -----------
         NET CASH PROVIDED  BY FINANCING ACTIVITIES        --           --          --     1,788,131      1,649,381       (138,750)

     EFFECT OF EXCHANGE RATE CHANGES ON CASH           52,641       56,235       3,594       100,789         73,877        (26,912)
NET INCREASE (DECREASE) IN CASH                      (114,970)    (114,970)         --       353,937        360,509          6,572
CASH, beginning of period                             475,479      475,479          --            --             --             --
CASH acquired                                              --           --          --         6,572             --         (6,572)
                                                    ---------    ---------    --------   -----------    -----------    -----------
CASH, end of period                                 $ 360,509    $ 360,509    $     --   $   360,509    $   360,509    $         0
                                                    =========    =========    ========   ===========    ===========    ===========
Other non-cash investing and financing activities:
     License agreement acquired by issue of
       common stock                                 $      --    $      --    $     --   $    10,000    $        --    $   (10,000)
     Nordic Racing Limited acquired by issue
       of common stock                              $      --    $      --    $     --   $    90,000    $        --    $   (90,000)
     Forgiveness of related party loan              $      --    $      --    $     --   $    38,864    $        --    $   (38,864)
     Shares issued for services                     $      --    $      --    $     --   $   315,154    $   324,128    $     8,974
     Shares issued for acqusition                   $      --    $      --    $     --   $ 1,244,935    $   128,455    $(1,116,480)
     Interest paid                                  $      --    $      --    $     --   $     2,344    $     2,344    $        --
     Taxes paid                                     $      --    $      --    $     --   $       800    $       800    $        --
</TABLE>



                                       28
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

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

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

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

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


CRITICAL ACCOUNTING POLICIES

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


                                       29
<PAGE>

REVENUE RECOGNITION

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

The Company has adopted  Statement  of  Position  (SOP) 97-2,  Software  Revenue
Recognition,  as well as SOP 98-9,  Modification of SOP 97-2,  Software  Revenue
Recognition  with Respect to Certain  Transactions.  The SOPs generally  require
revenue  earned on  software  arrangements  involving  multiple  elements  to be
allocated to each element  based on the relative  fair market  values of each of
the  elements.  The fair  value of an element  must be based on  vendor-specific
objective evidence (VSOE) of fair value. Software license revenue allocated to a
software  product is recognized  upon  delivery of the product,  or deferred and
recognized in future periods to the extent that an  arrangement  includes one or
more  elements  that are to be delivered at a future date and for which VSOE has
not been established. Maintenance and support revenue is recognized ratably over
the maintenance term. First-year  maintenance typically is sold with the related
software  license  and renewed on an annual  basis  thereafter.  Estimated  fair
values of ongoing  maintenance  and  support  obligations  are based on separate
sales of  renewals  to other  customers  or upon  renewal  rates  quoted  in the
contracts.  For  such  arrangements  with  multiple  obligations,   the  Company
allocates  revenue to each component of the  arrangement  based on the estimated
fair  value  of the  undelivered  elements.  Fair  value  of  services,  such as
consulting or training,  is based upon  separate  sales of these  services.  The
Company at times may enter into multiple-customer contracts in which the Company
allocates  revenue based on the number of specified users at each customer,  and
recognizes revenue upon customer  acceptance and satisfying the other applicable
conditions of the above described accounting policy.


ACCOUNTS RECEIVABLE

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

INVENTORIES

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

INCOME TAXES

Provisions  for income taxes are based on taxes  payable or  refundable  for the
current period and deferred taxes on temporary differences between the amount of
taxable income and pretax  financial  income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently


                                       30
<PAGE>

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

FOREIGN CURRENCY TRANSLATION

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

DEFERRED TAXES

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

OVERVIEW

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED APRIL 30, 2005 AND 2004

Net Sales for the three  months  ended April 30, 2005 and 2004 was  $735,934 and
$324,768,  respectively.  Net Sales for the six months  ended April 30, 2005 and
2004 was $2,095,667 and $616,190, respectively. The three and six month increase
of $411,166 and $1,479,477 represents a 127% and 240% increase, respectively, on
a year over year basis and 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.

Selling,  General and  Administrative  expenses for the three months ended April
30, 2005 and 2004 were $849,451 and $514,847 respectively.  Selling, General and
Administrative  expenses  for the six months  ended April 30, 2005 and 2004 were
$1,450,841 and $750,346 respectively.


                                       31
<PAGE>

The three and six month  increase of $334,604 and $700,495  represents a 65% and
93%  increase,  respectively,  on a year  over year  basis and is the  result of
additional  personnel  costs  required  to  fulfill  the  successfully  acquired
contracts.  The  increased  costs  resulted  from adding  personnel  required to
support the deployment,  delivery,  and  installation of our product which drove
the increased sales volume.  Additionally,  other associated cost increases were
incurred for  infrastructure  such as office space,  communications,  etc. Since
there were more  installations  covering a larger  geographic  area travel costs
also increased.

Net loss for the three  months  ended April 30, 2005 and 2004 was  $498,188  and
$430,800, respectively. Net loss for the six months April 30, 2005 and 2004 were
$636,567 and $543,451 respectively. The three and six month increase in net loss
of $67,388 and $93,116  represents a 16% and 17%  increase,  respectively,  on a
year over year basis and is due to higher costs  related to  professional  fees,
increased office expense due to expansion into larger  facilities to accommodate
growth,  compensation of additional personnel and the expensing of stock options
with less offset from lower than expected quarter revenues.

FINANCIAL CONDITION

From  inception  to April 30,  2005,  we  incurred  an  accumulated  deficit  of
$1,992,842,  and we expect to incur  additional  losses  through the year ending
October 31, 2005 and for the  foreseeable  future.  This loss has been  incurred
through a combination of professional fees and expenses  supporting our plans to
expand  operations,  further  commercialize our core products and to continue to
look for  opportunities to acquire  synergistic  businesses as well as continued
losses of the subsidiary.

We have  financed  our  operations  since  inception  primarily  through  equity
financing.  During the three months ended April 30, 2005,  we had a net decrease
in cash of  $258,434.  Total cash  resources  as of April 30, 2005 was  $102,075
compared with $360,509 at January 31, 2005.

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

In  addition,  966,665  series "B"  Warrants  were  exercised at $.24 per share,
resulting  in $232,000  net  proceeds to the Company and the issuance of 966,665
shares of common  stock that were  included  in an SB-2  registration  statement
declared  effective  by  the  SEC in  February  2004.  The  shares  were  issued
subsequent to year end and are classified as stock  subscribed in  Stockholder's
Equity.  966,668 "B" Warrants at $.24 per share remain  unexercised  as of April
30, 2005.

Also during the year ended October 31, 2004, the Company issued 2,000,000 shares
of common stock, resulting in net proceeds to the Company of $900,000.  Attached
to each share of common stock issued  pursuant to the  financing is a warrant to
purchase an additional  share of the Company's  common stock at $.60. The shares
and attached warrants were included in an SB-2 registration  declared  effective
by the SEC in August,  2004.  As of April 30,  2005,  2,000,000  of the warrants
associated with the financing remain unexercised.


                                       32
<PAGE>

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

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

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

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


RISK FACTORS

RISKS RELATED TO OUR BUSINESS:

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

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

Our  employees,  customer  relationships  and  intellectual  property may not be
adequate to provide us with a  competitive  advantage or to prevent  competitors
from  entering  the markets for our  products and  services.  Additionally,  our


                                       33
<PAGE>

competitors could  independently  develop  non-infringing  technologies that are
competitive  with,  and  equivalent or superior to, our  technology.  Monitoring
infringement and/or  misappropriation of intellectual property can be difficult,
and  there  is  no  guarantee   that  we  would  detect  any   infringement   or
misappropriation of our proprietary rights. Even if we do detect infringement or
misappropriation of our proprietary  rights,  litigation to enforce these rights
could cause us to divert  financial and other  resources  away from our business
operations.  The  departure of certain key  personnel  could harm the  financial
condition of the Company.

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

We face numerous competitors.

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.


                                       34
<PAGE>

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

RISKS RELATING TO OUR COMMON STOCK:

There is a limited market for our common stock.

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

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

As of April 30, 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


                                       35
<PAGE>

suitable for that person and the person has sufficient  knowledge and experience
in financial  matters to be capable of evaluating the risks of  transactions  in
penny stocks.  The broker or dealer must also deliver,  prior to any transaction
in a penny stock, a disclosure  schedule prepared by the Commission  relating to
the penny stock market,  which,  in highlight  form, sets forth (i) the basis on
which the broker or dealer made the suitability  determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.  Disclosure also has to be made about the risks of investing in
penny stocks in public offerings and secondary trading and about the commissions
payable to the broker-dealer and registered  representative,  current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock  transactions.  Finally,  monthly  statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

As  required  by  Rule  13a-15(b)  under  the  Exchange  Act,  we  conducted  an
evaluation, under the supervision and participation of our management, including
the Company's  Interim President and Interim Chief Financial Officer (who is the
principal  accounting  officer),  both of whom  were  appointed  in the  interim
capacity  in  April,  2005,  to  evaluate  the  effectiveness  of the  Company's
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based on the foregoing,  it was determined  that our internal  controls
over the revenue  recognition  of our  accounting  staff with respect to revenue
recognition  in  conjunction   with  service  contract  revenue  was  deficient.
Specifically,  the deferral and amortization over the life of a contract was not
performed.  In  addition,  we  identified  that certain  issued and  outstanding
options  that permit  "cashless  exercise"  should be subject to  variable  plan
accounting  treatment  under  applicable  accounting   standards.   Accordingly,
previously  unrecognized   compensation  expense  needed  to  be  recognized  as
compensation  expense in our previously  issued  financial  statements under the
Financial  Accounting  Standards  Board's  Interpretation  44,  "Accounting  for
Certain  Transactions  involving Stock  Compensation - an  interpretation of APB
Opinion No. 25" (Issue Date  3/00).SEE  NOTE I TO NOTES TO FINANCIAL  STATEMENTS
COMMENCING AT PAGE 17 OF THIS REPORT.

Our interim  President  and  Principal  Financial  Officer have also  identified
certain additional  deficiencies,  including a lack of an appropriately rigorous
system of policies and procedures for the internal review of financial  reports,
including  inadequate  staffing,  training and expertise and improper accounting
procedures  for  grants  with  "cashless  exercise"   provisions  per  Financial
Accounting   Standards  Board's   Interpretation  44,  "Accounting  for  Certain
Transactions involving Stock Compensation - an interpretation of APB Opinion No.
25". Our independent  registered public  accountants,  Bedinger and Company have
indicated that they considered these  deficiencies to be material  weaknesses as
that  term  is  defined  under  standards  established  by  the  Public  Company
Accounting  Oversight Board (United States).  These material weaknesses included
the following:  the  ineffectiveness of a rule compliance checking procedure for
SEC filings.


                                       36
<PAGE>

In light  of the  need for a  restatement  and the  material  weaknesses  in our
internal  controls,  commencing in the third quarter of our 2005 fiscal year, we
are beginning to undertake a review of our disclosure, financial information and
internal  controls and  procedures.  This review will include our efforts by our
management and directors, as well as the use of additional outside resources. We
are committed to addressing our control environment and reporting procedures.

Our  management,  including  our  interim  Chief  Executive  Officer and Interim
Principal  Financial  Officer,  does not  expect  that  disclosure  controls  or
internal  controls  over  financial  reporting  will  prevent  all errors or all
instances of fraud,  even as the same are improved to address any  deficiencies.
The design of any system of controls is based in part upon  certain  assumptions
about the  likelihood of future  events,  and there can be no assurance that any
design will succeed in achieving  its stated  goals under all  potential  future
conditions.  A control  system,  no matter how well designed and  operated,  can
provide only  reasonable,  not  absolute,  assurance  that the control  system's
objectives  will be met. Over time,  controls may become  inadequate  because of
changes in conditions or deterioration in the degree of compliance with policies
and  procedures.  Further,  the design of a control system must reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be
considered  relative to their  costs.  Because of the inherent  limitation  of a
cost-effective  control system,  misstatements  due to error and fraud may occur
and not be detected.

(b) Changes in internal controls

Subsequent  to  the  date  of  the  evaluation  referenced  above,  the  Company
recognized certain material weaknesses in its internal controls and procedures:

      o     Lack of appropriately rigorous system of policies and procedures for
            the  internal  review of  financial  reports,  including  inadequate
            staffing, training and expertise.

      o     Improper  accounting  procedures for grants with "cashless" exercise
            provisions for Financial Accounting Standards Board's Interpretation
            44,   "Accounting   for   Certain   Transactions   involving   Stock
            Compensation - an interpretation of APB Opinion No. 25".

We have rescinded our cashless  exercise  provision for all  outstanding  option
grants pursuant to a resolution adopted by the Board of Directors of the Company
on June 1,  2005.  Thus we expect  that  variable  accounting  will no longer be
required after the end of the Company's fiscal quarter ended July 31, 2005.


                                     Part II

ITEM 4. Exhibits And Reports On Form 10-QSB April 30, 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


                                       37
<PAGE>


ITEM 5.   Signatures

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

                                                        Superclick, Inc.

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



                                       38