SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

|X|   Annual report pursuant to section 13 or 15(d) of the Securities Exchange
      Act of 1934 [Fee Required] for the fiscal year ended October 31, 2004 or

|_|   Transition report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934 [No Fee Required] for the transition period from
      _________ to _________.

                        Commission File No. ___________

                                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 Number)


                                5001 LBJ FREEWAY
                                SUITE 700 PMB 173
                                DALLAS, TX 75244
   (Address, Including Zip Code, Including Area Code, Of Registrant's mailing
                                address in Texas)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (858) 518-1387


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    Common Stock, par value $.0006 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The Registrants revenues for the year ended October 31, 2004 were $2,552,739.

<PAGE>

The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant on January 21, 2005 (based on the closing sale
price of US $.80 per share of the Registrant's common stock, as reported on
Over-The-Counter Bulletin Board on that date) was approximately U.S.
$20,131,016. Common stock held by each officer and director and by each person
known to the Registrant to own 5% or more of the outstanding common stock has
been excluded in that those persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

The number of shares of the Registrant's common stock outstanding on January 21,
2005 was 25,163,773.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]

                                EXPLANATORY NOTE

This Amendment No. 2 on Form 10-KSB/A to Superclick, Inc. (the "Company" or the
"Registrant") Annual Report on Form 10-KSB for the year ended October 31, 2004
(the "Original Filing") which was filed with the Securities and Exchange
Commission on January 28, 2005, is being filed to amend the Original Filing as
follows:

[X] Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations. (1) Update results of Company's operations to reflect
restated financial statements; (2) Revision of liquidity discussion to discuss
cash flow from operations for the year ended October 31, 2004, including
discussion of investing and financing cash flow activities and a discussion of
the Company's going concern opinion and how the Company plans to finance
operations for the next 12 months.

[X] Item 8A. Controls and Procedures. Conclusion by the Company that certain of
its internal controls were deficient as of the year ended October 31, 2004 and
certain materials weakness existed as well, including a discussion on steps the
Company is taking to addressing those issues.

[X] Note A. Independent Auditor's Report.

[X] Note I. Independent Auditor's Report.

[X] Note M. Independent Auditor's Report.

[X] To file Exhibit 31.1, 31.2, 32.1 and 32.2 to this Amendment No. 1.

[X] Financial Statements. To restate financials for the year ended October 31,
2004 to reflect that (1) the gain on forgiveness of debt should have been stated
at $169,441, which represents the forgiveness of three notes from Superclick
Networks, Inc. that were forgiven during the fiscal year ended October 31, 2003.
The additional amount of $130,000 represents the forgiveness by Superclick, Inc.
of the note from Superclick Networks Inc. The $130,000 should have been
eliminated during consolidation; (2) a change from fixed accounting for stock
options to variable accounting method; and (3) a deferral of revenue for the
year ended October 31, 2004 derived from support and maintenance upgrade
activities.

Except for the amendments described above, this Form 10-KSB/A does not modify or
update other disclosures in, or exhibits to, the Original Filing. This Form
10-KSB/A is filed in response to comments received from the Division of
Corporate Finance of the Securities and Exchange Commission. Consent of our
independent auditors is attached to this Form 10-KSB/A as Exhibit (23) (i) and
certifications from our Chief Executive Officer and Chief Financial Officer
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached
to this Form 10-KSB/A as Exhibits 31.1, 31.2, 32.1 and 32.2.

<PAGE>

                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                     PAGE
-----------------------                                                     ----

Forward-Looking  Statements.................................................. 1

PART I

1.   Description of Business................................................. 2
2.   Description of Property................................................. 8
3.   Legal Proceedings....................................................... 8
4.   Submission of Matters to a Vote of Security Holders..................... 9

PART II

5.   Market for Common Equity and Related Stockholder Matters................ 9
6.   Management's Discussion and Analysis of Financial Condition and
     Results of Operations...................................................13
7.   Financial Statements....................................................18
8.   Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure....................................................18
8A.  Controls and Procedures.................................................18

PART III

9.   Directors, Executive Officers, Promoters and Control Persons;
     Compliance with Section 16(a) of the Exchange Act.......................18
10.  Executive Compensation..................................................20
11.  Security Ownership of Certain Beneficial Owners and Management
     and Related Stockholder Matters.........................................23
12.  Certain Relationships and Related Transactions..........................24
13.  Exhibits and Reports on Form 8-K........................................24
14.  Principal Accountant Fees and Services..................................26

<PAGE>

                           FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve risks and uncertainties,
including, among other things, statements regarding our business strategy,
future revenues and anticipated costs and expenses. Such forward-looking
statements include, among others, those statements including the words
"expects," "anticipates," "intends," "believes" and similar language. Our actual
results may differ significantly from those projected in the forward-looking
statements. Factors that might cause or contribute to such differences include,
but are not limited to, those discussed in the section "Management's Discussion
and Analysis of Financial Condition and Results of Operations." You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report. We undertake no obligation to publicly
release any revisions to the forward-looking statements or reflect events or
circumstances taking place after the date of this document.

                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

SUMMARY OF CORPORATE HISTORY

In October, 2003, Superclick, Inc ("Superclick", the "Company" or the
"Registrant".) 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. 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. (hereinafter referred to as the Parent and/or Company)
was organized on August 24, 2000, in Montreal, Quebec, Canada. The Company is in
the business of providing and installing broadband high speed Internet
connection equipment in hotels on a worldwide basis. The Company has developed a
modem access solution that is compatible with any Internet ready computer and
requires no special configuration or access numbers, using the existing wiring
and allowing for monitoring for Internet usage.

Superclick, Inc. (formerly known as Grand Prix Sports, Inc.) (herein after
referred to as the Subsidiary) has been in the development stage since its
incorporation under the laws of the state of Washington on June 3, 1999. The
Company operates as a holding company for acquisitions of subsidiaries.

On October 6, 2003 the Subsidiary amended its articles of incorporation by
changing the name of the Company from Grand Prix Sports, Inc. to Superclick,
Inc.

Pursuant to a share purchase agreement dated October 7, 2003, the Subsidiary
acquired 100% of the issued and outstanding shares of Superclick Networks, Inc.
(Parent) from its shareholders. In consideration for acquiring all of the
Parent's shares the Subsidiary has 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. (Parent) held
immediately after the acquisition 71.7% of the issued and outstanding shares of
the Subsidiary's common stock. The remaining 28.3% was held by Superclick,
Inc.'s (Formerly Grand Prix Sports, Inc.) shareholders.

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.


                                       1
<PAGE>

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

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

BUSINESS

The Company provides IP-based data management solutions via its SIMS
("Superclick Internet Management System") supported by a 24x7 customer support
center to the hospitality, MTU, university and healthcare markets. SIMS is
Linux-based software, typically referred to as Visitor-Based Networking (VBN)
software, which manages the provisioning and administration of Internet access
in the hospitality, Multi-Tenant Unit (MTU), university and healthcare markets.

Superclick markets and installs SIMS as part of a turnkey hardware and software
deployment for its customers and also provides follow-on maintenance and guest
service support through its 24x7 helpdesk. SIMS can be deployed with hardware
which provides High Speed Internet Access (HSIA) via Ethernet, DSL, WiFi or in
combination. The Company's SIMS platform has been successfully deployed in more
than 175 hotels throughout the United States, Canada, Europe and the Caribbean.

The Company's customers include the Commonwealth Hospitality Group,
InterContinental Hotels Group, Candlewood Suites, Crowne Plaza, Four Points by
Sheraton, Hilton, Holiday Inn, Hampton Inn, JW Marriott, Novotel, Radisson,
Sheraton, Staybridge Suites, Weston and Wyndham.
Business Model

Superclick's current business model is to provide its customers with a turnkey
installation of a SIMS-based HSIA system. Customers purchase the hardware,
software and installation services outright, retaining control of how the
service is marketed to guests, tenants and other users as well as any associated
revenue charged. This provides Superclick with one-time revenue and represents
the majority of current revenue to date.

Superclick also provides customers with 24/7 guest support services through
toll-free access to its Montreal-based helpdesk. The Company generally charges
customers a flat fee on a per-room, per-year basis for access to the helpdesk by
guests and users. A per-call and bundled guest service offering is also offered
in select markets. Customer support revenue is a growing revenue stream as
customers are added to Superclick's footprint and are a second, recurring source
of revenue.

In addition, Superclick continues to develop a suite of "IP (Internet Protocol)
services" with revenue generating features that allow customers in select
markets with the ability to leverage their Internet infrastructure to increase
revenues and achieve a substantial ROI. Superclick creates revenue sharing
arrangements with hotels based on these features, creating yet another revenue
stream to its business model.


                                       2
<PAGE>

COMPETITION

Nearly all of our business is awarded through competitive procurements. The
Internet management services industry consists of several companies with which
Superclick competes and who can provide the same type of services. Many of our
competitors are larger and have greater financial resources than we do. We
obtain much of our business on the basis of proposals to new and existing
customers. Competition usually centers on successful past performance, technical
capability, management, personnel experience and price.

Superclick has many competitors who contend for the same customers. They are
competent, experienced and continuously working to take work and projects away
from Superclick. These competitors range in size from one million dollars in
annual revenue to several hundred million dollars in annual revenue. Most of the
Company's business is, at present, based on one time sales, although we are
attempting to implement a recurring revenue model through service and customer
support. We have achieved a level of trust with each client that is comfortable,
but not secure. We recognize that the Company's niche areas are desirable to
other professional service firms, and we continuously seek to improve within
these niches rather than expanding to new areas.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

Superclick has registered the following trademarks with the Canadian Trademark
Office: "Superclick". We have pending patent applications filed in Canada for a
"hospitality remote access server" and in the U.S. for an "Internet
communication system in a network for the hospitality industry." Both patent
applications are pending.

We believe that our intellectual property is important to our success, and we
try to protect it as described above and through the maintenance of trade
secrets. We feel that name brand recognition will make our products and services
stand out and become the recognized names that people think of when they think
of management services.

However, the steps we take to protect our intellectual property may be
inadequate. Unauthorized parties may try to disclose, obtain or use our
proprietary information, which could harm our business. Others may claim that we
have violated their proprietary rights or infringed on their intellectual
property. Any such claims could subject us to significant liability for damages
and invalidate our proprietary rights. Any efforts to protect or defend our
rights could be time-consuming and costly. Other parties may also independently
develop similar or competing technology.

                                  RISK FACTORS

Our continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing,
other collaborative agreements, strategic alliances, and our ability to realize
the full potential of our technology. Such additional funds may not become
available on acceptable terms and there can be no assurance that any additional
funding that the combined Company does obtain will be sufficient to meet the
combined Company's needs in the long term. Through October 31, 2004, a
significant portion of our financing has been through private placements of
common stock and warrants. Unless our operations continue to generate


                                       3
<PAGE>

significant revenues, we will continue to fund operations from cash on hand and
through similar sources of capital previously described. We can give no
assurances that any additional capital that we are able to obtain will be
sufficient to meet our needs. Management believes that we will continue to incur
net losses through for the foreseeable future. Based on our current resources,
we will need additional equity or debt financing or we will need to generate
revenues through sales of our products or entering into strategic alliances to
be able to sustain our operations until we achieve profitability, if ever.

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.

RISKS RELATED TO OUR BUSINESS:

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

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

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

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

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

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

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

*     clients' decisions to divert resources to other projects, which may limit
      clients' resources that would otherwise be allocated to solutions that the
      Company could provide; and

*     reductions in the prices of services offered by competitors.

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


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

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


                                       4
<PAGE>

efforts, we may be unable to prevent third parties from soliciting our employees
or customers or infringing upon or misappropriating our intellectual property.

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

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

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

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

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

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

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

*     the ability of the Company's customers to supply the solutions themselves;
      and

*     the extent of competitors' responsiveness to customer needs.

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

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

        International operations create special risks, including:

*     statutory requirements, which may impair the Company's ability to
      expatriate foreign profits to help fund domestic operations;

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

*     cultural differences that adversely affect utilization;

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

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

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


                                       5
<PAGE>

*     legal requirements and regulations of various foreign countries, which may
      make compliance by the Company with such laws and regulations difficult
      and may make enforcement of the Company's intellectual property rights
      more difficult; and

*     fluctuations in currency exchange rates, which may affect demand for the
      Company's products and services and may adversely affect the profitability
      in United States dollars of services provided by the Company in foreign
      markets where payment for its products and services is made in the local
      currency; and general economic conditions in the foreign countries into
      which the Company sells, which could have an adverse impact on its
      earnings from operations in those countries. If the Company and/or its
      product offerings fail to perform effectively on installations and other
      projects, its reputation, and therefore its competitive position and
      financial performance, could be harmed.

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

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

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

There are risks associated with our planned growth.

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

Some of the information in this 10KSB/A contains forward-looking statements that
involve substantial risks and uncertainties. You can identify these statements
by forward-looking words such as "may," "will," "expect," "anticipate,"
"believe," "estimate," "intend" and "continue," or similar words. You should
read statements that contain these words carefully because they:

*     discuss our future expectations;

*     contain projections of our future results of operations of our financial
      condition; and

*     state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there will
be events in the future that we are not able to accurately predict, or over
which we have little or no control. The risk factors listed in this section, as
well as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially


                                       6
<PAGE>

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

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

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

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

RISKS RELATING TO OUR COMMON STOCK:

There is a limited market for our common stock.

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

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

As of January 21, 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


                                       7
<PAGE>

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

                         ITEM 2. DESCRIPTION OF PROPERTY

Our research and development activities and administrative offices are primarily
located in Montreal, Quebec, Canada. We have recently relocated our corporate
address from Laguna Hills, California, to Dallas, Texas. Superclick, Inc. does
not own any real property. The following information presents certain
information about our leased properties:

<TABLE>
<CAPTION>
Location                            Approximate Square      Date Current         Monthly Rent
                                    Feet                    Expires
=============================================================================================
<S>                                 <C>                     <C>                  <C>
10222 Boul. St-Michel Suite 300     6,750 sq. ft.           Sept. 30, 2009       US$4,082
Montreal, Quebec H1H 5H1
Canada

5001 LBJ Freeway                    NA - Executive Svc.     Month-to-Month       US$60.00
Suite 700 PMB 173
Dallas, TX 75244
</TABLE>


                            ITEM 3. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings that, if
adversely determined, would have a material adverse effect on us.

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


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<PAGE>

                                    PART II.

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the OTC Bulletin Board under the symbol "SPCK.OB".
The following table lists the high and low price for our common stock as quoted
on the OTC Bulletin Board during each quarter within the last two fiscal years.

These prices represent inter-dealer quotations without retail markup, markdown,
or commission and may not necessarily represent actual transactions.

                                  Low          High
2003
-------
First Quarter                     $.06         $.18
Second Quarter                    $.06         $.30
Third Quarter                     $.06         $.36
Fourth Quarter                    $.12         $.51

2004
-------
First Quarter                     $.20         $.51
Second Quarter                    $.26         $.97
Third Quarter                     $.58         $1.16
Fourth Quarter                    $.58         $.85


On January 21, 2005, the closing price was $.80 for our stock.


HOLDERS

There are approximately eighty record holders of common equity.

DIVIDENDS

We have not declared any dividends on our common stock during the last two
fiscal years and we do not expect to declare dividends in the foreseeable future
since we intend to utilize our earnings, if any, to finance our future growth,
including possible acquisitions.

TRANSFER AGENT

The Transfer Agent and Registrar for the Company's common stock is First
American Stock Transfer. Its address is 706 East Bell Road, Suite 202, Phoenix,
AZ, 85022 and its telephone number at that location is 602-485-1346.

EQUITY COMPENSATION PLANS

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


                                       9
<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, 2006. The options vest and
become exercisable at a rate of 38,866 per month over a twenty-four month
period. On June 1, 2004, the Company awarded employees non-qualified stock
options to purchase 720,000 shares of common stock of the Company at an exercise
price of $.50 per share with an expiration date of June 1, 2006. 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 $0.65 per share with an expiration date of August 31, 2006.
The options vest and become exercisable at a rate of 12,500 per month over a
twenty-four month period.

The Company has recorded compensation expense of $134,822 through October 31,
2004 as the option's prices were less than the fair market value of the
Company's stock on the award dates. The compensation amount is amortized over
the options' vesting periods.

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

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

During the year ended October 31, 2004, the Company awarded 296,206 restricted
shares of its common stock to directors totaling $197,154.

The following table summarizes the Company's stock option activity for the year
ended October 31, 2004:


                                       10
<PAGE>

                                                        2004
                                               ------------------------
                                                          Weighted
                                                           Average
                                                 Shares  Exercise Price
                                               --------- --------------
              Outstanding at
              beginning of period                     --    $     --

              Granted                          1,904,784        0.52

              Forfeited                               --          --
                                               ---------   ---------
              Outstanding at
              end of fiscal year               1,904,784    $   0.52
                                               =========   =========
              Options exerciseable
              at year end                        390,562
                                               =========


COMMON STOCK

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

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

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

During the quarter ended January 31, 2004, all 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.
The 966,665 restricted common shares were un-issued as of July 31, 2004. 966,668
"B" Warrants were unexercised as of July 31, 2004 (See "Warrants" below). As of
April 30, 2004 and commensurate with our recent 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. In addition, the Company issued 523,106 shares of Common Stock in
exchange for services with a total value of $240,019.

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


                                       11
<PAGE>

aggregate net proceeds of approximately $495,000. In addition, the Company
issued 325,000 shares of Common Stock in exchange for services with a total
value of $118,500.

WARRANTS

At October 31, 2004 the Company had 966,668 "B" Warrants and 2,099,999 "A"
Warrants outstanding entitling the holder thereof the right to purchase one
common share for each warrant held as follows:


                                          Exercise
  Warrant             Number of           Price Per           Expiration
   Class              Warrants             Warrant               Date
------------        ------------       ------------          ------------
     B                  386,668             $ 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
                    ------------
 Subtotal               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
                  --------------
Subtotal              2,099,999
                  --------------
Total                 3,066,667
                  ==============

================================================================================


                                       12
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain financial information and statements regarding our
operations and financial prospects of a forward-looking nature. Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that certain important factors may affect our actual results and
could cause such results to differ materially from any forward-looking
statements which may be deemed to be made in this prospectus. For this purpose,
any statements contained in this prospectus which are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as, "may", "intend", "expect",
"believe", "anticipate", "could", "estimate", "plan" or "continue" or the
negative variations of those words or comparable terminology are intended to
identify forward-looking statements. There can be no assurance of any kind that
such forward-looking information and statements will be reflective in any way of
our actual future operations and/or financial results, and any of such
information and statements should not be relied upon either in whole or in part
in connection with any decision to invest in the shares.

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and the notes thereto and the other
information included in this Annual Report on Form 10-K.

OVERVIEW

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

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.

This has been a year of significant growth for Superclick with many
opportunities which has allowed our Company to make tremendous progress on all
fronts. After several years of product development and refinement, during which
we have listened carefully to our customers, we are now establishing the
superiority of our solution in the marketplace.

This past year, our efforts in adding capital to the company have allowed
Superclick to offer turnkey installations to hospitality customers, making it
easier than ever for them to purchase our SIMS platform. We have increased our
sales and marketing efforts which have resulted in increased company and product
recognition.

Our strategy for winning also solidified this year as we changed the sales
dynamic in the industry. Most of our competition sells an internet access system
to a hotel who may not be allowed to charge for this service. Superclick
installs an IP infrastructure management system which shows the customer how to


                                       13
<PAGE>

leverage their investment by the promotion of a growing suite of revenue
generating IP services which are provided by our SIMS platform.

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

Here are some of the other significant milestones achieved during FY 2004:

      o     The number of hotels installed and under contract increased from 37
            to 116. This represents an increase of rooms from 5,900 to 20,000
            over the year.

      o     Large deployment of 43 Candlewood Suites hotels for the
            Intercontinental Hotel Group.

      o     Large deployment of 52 properties for Westmont Hospitality Group.

      o     The launch of Superclick's Wi-Fi initiative offering flexible
            service, billing and management solutions in a wireless environment,

      o     Installations at the Renaissance Skydome Toronto and
            InterContinental Montreal as well as expansion into the Caribbean
            through our installation of the Hutchinson Our Lucaya, Bahamas.

      o     The installation of our first traunch of value added IP services.
            These include In-room printing, multi-leg VoIP audio
            teleconferencing, and hotel casino gaming. New services are in
            negotiation and development for rollout in 2005.


CRITICAL ACCOUNTING POLICIES

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

REVENUE RECOGNITION

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

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


                                       14
<PAGE>

sales of renewals to other customers or upon renewal rates quoted in the
contracts. For such arrangements with multiple obligations, the Company
allocates revenue to each component of the arrangement based on the estimated
fair value of the undelivered elements. Fair value of services, such as
consulting or training, is based upon separate sales of these services. The
Company at times may enter into multiple-customer contracts in which the Company
allocates revenue based on the number of specified users at each customer, and
recognizes revenue upon customer acceptance and satisfying the other applicable
conditions of the above described accounting policy.

ACCOUNTS RECEIVABLE

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

INVENTORIES

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

INCOME TAXES

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

FOREIGN CURRENCY TRANSLATION

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

DEFERRED TAXES

In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2003 a
valuation allowance for the full amount of the net deferred tax asset was


                                       15
<PAGE>

recorded because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$341,000 for the year ended October 31, 2004 assuming a tax rate of 40%.

United States Corporation Income Taxes

-------------------------- ---------- ---------------- -- ----------------------
Year of Loss                               Amount         Expiration Date
-------------------------- ---------- ---------------- -- ----------------------
October 31, 2004                            $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 may be extendable under
Section 381 of the U.S. Internal Revenue Code. After reorganization or other
change in corporate ownership, the use of certain carryforwards may be limited
or prohibited. After an ownership change, the amount of income that a
corporation may offset each year by preacquisition NOL carryforwards is
generally limited to an amount determined by multiplying the value of the equity
of the corporation just prior to the ownership change by the federal long-term
tax-exempt rate in effect on the date of the change. Any unused limitation may
be carried forward and added to the next year's limitation. The annual
limitation is approximately $44,000.

Canadian Income Taxes (Stated in CDN$)

-------------------------- ---------- ---------------- -- ----------------------
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
-------------------------- ---------- ================ -- ----------------------

SNI generated Canadian research and development tax credits for the years ended
October 31, 2004 and 2003 of $83,129 and $66,445, respectively. The activities
that generated these tax credits occurred primarily before the acquisition of
SNI by the Company.

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

RESULTS OF OPERATIONS

THREE AND TWELVE MONTHS ENDED OCTOBER 31, 2004 AND 2003
REVENUE

During the three and twelve months ended October 31, 2004 the Company had
revenue of $1,131,848 and $2,552,739, respectively compared with $652,336 for
the twelve months ended October 31, 2003. The increase in net sales was the
result of the acquisition of Superclick Networks, Inc., the validation of the
Company's products and the subsequent demand from customers. We completed
several major contracts in 2004 that were not in place in 2003.


                                       16
<PAGE>

GROSS PROFIT

Gross profit for 2004 increased to approximately $710,008 representing 28% of
revenue. Improvement in gross profit is possible through development of better
buying channel partnerships. Most externally purchased networking equipment is
acquired from resellers whose markup may be recovered if the Company establishes
distribution channel partnerships.

SELLING, GENERAL AND ADMINISTRATIVE

For the three and twelve months ended October 31, 2004, general and
administrative expense was $425,793 and $1,635,922, respectively compared with
$461,274 for the year ended October 31, 2003. The increase was the result of the
acquisition of Superclick Networks, Inc. and increase in operating expenses
related therein.

Net loss for the three and twelve months ended October 31, 2004 was $381,505 and
$979,395, respectively compared to a net loss of $74,819 for the year ended
October 31, 2003, respectively. The increase in net losses was the result of the
acquisition of Superclick Networks, Inc.

RESEARCH AND DEVELOPMENT

For the three and twelve months ended October 31, 2004 research and development
expense was $135,075 and $136,610, respectively and $23,004 for the twelve
months ended October 31, 2003. The increase in research and development expense
in 2004 from 2003 is attributable to the ongoing development and enhancement of
the Company's products to meet evolving customer and market demands.

FINANCIAL CONDITION

From inception to October 31, 2004, we incurred an accumulated deficit of
$1,356,275, and we expect to incur additional losses for the foreseeable future.
This loss has been incurred through a combination of professional fees and
expenses supporting our plans to acquire synergistic businesses as well as
continued losses of the operating subsidiary.

We have financed our operations since inception primarily through equity
financing. During the three and twelve months ended October 31, 2004, we had a
net increase in cash of $49,420 and $456,156, respectively. Total cash resources
as of October 31, 2004 was $475,479 compared with $19,323 at October 31, 2003.

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

THE COMPANY'S LIQUIDITY PLAN

Recent operating results give rise to concerns about the Company's ability to
generate cash flow from operations sufficient to sustain ongoing viability. Net
earnings (loss) for the year ended October 31, 2004 were $(979,395), while cash
flows from operations for the period were $(848,246). The loss of $979,395 was


                                       17
<PAGE>

increased by a $304,823 reduction in working capital offset by non-cash expenses
of $435,972, primarily related to the issuance of stock options to the Company's
employees and directors.

For the year ended in 2004, the Company raised $1.4 million from the sale of
common stock, most of which was received in the second and third quarter.

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.

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).

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

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

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.

OFF-BALANCE SHEET ARRANGEMENTS

At October 31, 2004 the Company had no obligations that would qualify to be
disclosed as off-balance sheet arrangements.


                                       18
<PAGE>

CONTRACTUAL OBLIGATIONS

Capital lease obligations: Capital lease obligations relate to a copy machine
used in the Company's Montreal office.

Operating lease obligations: Operating lease obligations consist of office
rental commitment for the Company's offices in Montreal, Quebec, Canada. On
October 1, 2004 the Company began a lease for office space in Montreal. The
lease extends through September 30, 2009 at a rate of $4,082 per month.
The Company leases one automobile for use in its Montreal personnel and US
employees while at the Montreal facility. The Company has also entered into
non-cancelable operating leases for office equipment, computers, and the
aforementioned vehicle at monthly payments of $634. At October 31, 2004, our
contractual obligations under these leases and other commitments were as
follows:

              ---------------------------------- ---------
              Year Ended October 31,
              ---------------------------------- ---------
              2005                               59,872
              2006                               55,484
              2007                               55,011
              2008                               52,937
              2009                               48,525
                                                 ------
                                               $271,829


INFLATION

Although the operations of the Company are influenced by general economic
conditions, the Company does not believe inflation had a material effect on the
results of operations during the year ended October 31, 2004. However, there can
be no assurance the Company's business will not be affected by inflation in the
future.

                          ITEM 7. FINANCIAL STATEMENTS

The information required by this Item is submitted as a separate section of this
Form 10-KSB/A. See CONSOLIDATED FINANCIAL STATEMENTS AND NOTES.


     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE.

There were no reportable events of the type described in Item 304(a)(1)(iv) of
Regulation S-B.

                        ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's Acting President and Acting Chief Financial Officer (who is the
principal accounting officer), both of whom were appointed in the interim


                                       19
<PAGE>

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 H to Notes to Financial Statements
commencing at Page F-24 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.

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".


                                       20
<PAGE>

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 III

                ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                             AND ALL CONTROL PERSONS

In Compliance With Section 16(a) Of The Exchange Act As of October 31, 2004, our
executive officers, directors and key employees, their positions and their ages
are as follows:

DIRECTORS AND EXECUTIVE OFFICERS

    Name                         Age           Position
    ------                      -----          ----------
    John Glazik                  54            President and CEO
    Claude Smith                 56            Chief Financial Officer
    Todd M. Pitcher              37            Chairman of the Board
    Hugh Renfro                  81            Director
    Jacobo Melcer                65            Director
    Robert G.  Macfarlane        37            Director
    Sandro Natale                36            VP Business Development and
                                               Director


EXECUTIVE OFFICERS AND DIRECTORS

JOHN GLAZIK has been President and CEO of our company since March, 2004. Mr.
Glazik brings over 25 years of telecommunications experience from both
carrier-class and enterprise network equipment companies. Prior to joining
Superclick, he was President & CEO of Ennovate Networks, a VC-backed startup
building carrier class edge routing platforms for new telecom carriers. He was
also VP/GM of the Access Products Division at ADC Telecommunications and has
held sales and marketing positions with DSC Communications (acquired by
Alcatel), Scientific Atlanta and Siemens. Glazik began his telecom career at
Bell Laboratories and AT&T in switch development and product management. Mr.
Glazik graduated from The Cooper Union with a Bachelor of Engineering degree and
has an MS and PhD in engineering from Northwestern University.

CLAUDE SMITH has been CFO of our Company since August, 2004. Mr. Smith has over
25 years of operations and finance experience with diverse companies in
automotive, building materials, and consumer products manufacturing and


                                       21
<PAGE>

distribution. Prior to joining Superclick, he was VP/GM of the Able Door
Division at NCI Building Systems (NYSE: NCS). He was President & COO of Able
Garage Door Manufacturing prior to its acquisition by NCI. Smith began his
career with what is now the Bank of Oklahoma. He also was previously the CFO of
the publicly held company, The Wax Man Inc. He has extensive experience in
financial roles including recently consulting with major US banks about their
underperforming loans. Mr. Smith graduated from the University of Oklahoma with
a BBA degree in Finance. Mr. Smith served as a pilot in the USAF.

TODD M. PITCHER has been Chairman of the Board of our company since completion
of the merger transaction with Superclick Networks, Inc. in October 2003. Prior
to the merger, Mr. Pitcher served as President, Chief Executive Officer and
Chief Financial Officer of Grand Prix Sports, Inc. since January 2003. Mr.
Pitcher has also served in the Executive Management in an interim capacity
4Dcard, Inc. from March 2002 through July 2003. Mr. Pitcher has several years
experience in the investment banking, business consulting and equity research,
serving as Director of Equity Research at Equity Securities in Golden Valley,
Minnesota, and several other regional investment banking firms. Mr. Pitcher has
B.A. in Philosophy from the University of California at Berkeley and has
attended graduate school at the University of California at Santa Barbara and
Claremont Graduate School.

HUGH RENFRO has been a Director of our company since completion of the merger
transaction with Superclick Networks, Inc. in October 2003. Prior to the merger,
Mr. Renfro served as Secretary and Director of Grand Prix Sports, Inc. since
March 2003. Mr. Renfro has extensive international business experience with more
than 31 years spent overseas with the Arabian-American Oil Company, Cia
Petrolera Chevron and the Arabian Chevron Oil Company working in government
relations, marketing and the establishment of joint venture operations.

JACOBO MELCER has been a Director of our company since January 2004. Mr. Melcer
is also Chairman and President of Frontcom.com, Inc., a provider of broadband
services for Mexico/US border towns. He is the founder and serves as a Director
of CPM Electronics Inc., a leading distributor of telecommunications and
electronics products in Latin America. Mr. Melcer is also Founder of Grupo
MEXEL, Mexico's leading high technology integrator for the last 30 years. In
addition, Mr. Melcer is a founder of ACT Networks, a publicly traded U.S.
company that is a world-leader in frame-relay technology and has served on ACT's
Board of Directors through the public offering. Mr. Melcer holds a degree in
Physics from the Universidad National Autonoma de Mexico (UNAM) with a Masters
Degree in Oceanography.

ROBERT G. MACFARLANE has been a Director of our company since completion of the
merger transaction with Superclick Networks, Inc. in October 2003. Prior to the
merger, Mr. MacFarlane served as President of Superclick Networks, Inc. and was
the sole founder of the company. Prior to that, Mr. MacFarlane served as VP of
Business Development for CDS Communications Group. He also founded Total
Networking S.L. in Spain, a company dedicated to providing Internet dialup
connection solutions. Mr. MacFarlane holds a B.A. in Sociology and Business from
Bishop's University.

SANDRO NATALE has been VP of Business Development of our company since
completion of the merger transaction with Superclick Networks, Inc. in October
2003. Prior to the merger, Mr. Natale served as VP of Business Development of
Superclick Networks, Inc. Prior to Superclick, Mr. Natale founded ITS Service
Inter-Tek, a computer networking company that was later acquired by GSI
Technologies. Mr. Natale holds a degree in Computer Science from Dawson College.

GEORGE VESNAVER has been a Director of our company since August, 2004. Mr.
Vesnaver is currently Director of Hewlett Packard's (HWP-NYSE) Software Business
Unit, and has been with HP for more than 20 years. His experience spans a number
of areas including consulting, sales and distribution of enterprise software
solutions to companies of all sizes. Mr. Vesnaver holds a bachelor's degree in
electrical engineering from Concordia University and an MBA in international
business and finance from McGill University.


                                       22
<PAGE>

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, no officers, directors, beneficial owners of more than ten
percent of any class of our equity securities registered pursuant to section 12
of the Exchange Act or any other person subject to Section 16 of the Exchange
Act with respect to us, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year, which
ended October 31, 2003.


                         ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth, for the last three fiscal years, the
compensation earned for services rendered in all capacities by our chief
executive officer, chief financial officer and the other highest-paid executive
officers serving as such at the end of 2004 whose compensation for that fiscal
year was in excess of $100,000. The individuals named in the table will be
hereinafter referred to as the "Named Officers." No other executive officer of
Superclick, Inc. received compensation in excess of $100,000 during fiscal year
2004.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                     Long-Term
                                                                   Compensation       All Other
                                                                      Awards        Compensation
---------------------------------------------------------------------------------------------------
                                                                                     Securities
                                                                   Other Annual      Underlying
Name and Principle Position      Year  Salary (US$)  Bonus (US$)   Compensation    Options/Sars (#)
---------------------------------------------------------------------------------------------------
<S>                              <C>     <C>           <C>           <C>  <C>           <C>
John Glazik                      2004    $90,000       $10,000       ---  884,784       ---
Chief Executive Officer and      2003      ---           ---         ---    ---         ---
President                        2002      ---           ---         ---    ---         ---
---------------------------------------------------------------------------------------------------
Claude Smith                     2004    $75,000         ---         ---  300,000       ---
Chief Financial Officer          2003      ---           ---         ---    ---         ---
                                 2002      ---           ---         ---    ---         ---
---------------------------------------------------------------------------------------------------
Sandro Natale                    2004    $75,000         ---         ---    ---         ---
VP Sales                         2003    $42,000         ---         ---    ---         ---
                                 2002    $26,000         ---         ---    ---         ---
---------------------------------------------------------------------------------------------------
</TABLE>


OPTIONS AND STOCK APPRECIATION RIGHTS

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, 2006. The options vest and
become exercisable at a rate of 38,866 per month over a twenty-four month
period.

On June 1, 2004, the Company awarded employees non-qualified stock options to
purchase 720,000 shares of common stock of the Company at an exercise price of
$.50 per share with an expiration date of June 1, 2006. The options vest and
become exercisable at a rate of 90,000 per quarter over a twenty-four month
period.


                                       23
<PAGE>

On September 1, 2004, the Company awarded its CFO a non-qualified 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.

The Company has recorded compensation expense of $134,822 through October 31,
2004 as the option's prices were less than the fair market value of the
Company's stock on the award dates. The compensation amount is amortized over
the options' vesting periods.

LONG TERM INCENTIVE PLAN AWARDS

No long term incentive plan awards were made to any of our executive officers
during the last fiscal year.

COMPENSATION OF DIRECTORS

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

Stock Option Plan

We currently do not have any stock option plan for executive officers in place.


                                       24
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information regarding the stock options granted by
the Company to the named executive officers during the fiscal year ended October
31, 2004. Other than those persons listed in the following table, we did not
grant any stock options to any other named executive officers.

                         OPTION GRANTS IN LAST FISCAL YEAR
                         INDIVIDUAL GRANTS
                         -------------------------------------------------------
       NAME              NUMBER OF
                         SECURITIES %    % OF
                         OF              TOTAL
                         UNDERLYING      OPTIONS        EXERCISE OR
                         OPTIONS         GRANTED TO     BASE PRICE    EXPIRATION
                         GRANTED (#)     EMPLOYEES      ($/SH)        DATE
       --------------------------------- -------------- ------------------------
       John Glazik       884,784         46.4%          $0.50         03/03/2010
       Claude Smith      300,000         15.7%          $0.65         09/01/2010


OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

No options were exercised in the last fiscal year.


EXECUTIVES' COMPENSATION POLICIES

Compensation of our executives is intended to attract, retain and award persons
who are essential to the corporate enterprise. The fundamental policy of our
executive compensation program is to offer competitive compensation to
executives that appropriately rewards the individual executive's contribution to
corporate performance. The board of directors utilizes subjective criteria for
evaluation of individual performance and relies substantially on our executives
in doing so. The Board focuses on two primary components of our executive
compensation program, each of which is intended to reflect individual and
corporate performance: base salary and long-term incentive compensation.

Executives' base salaries are determined primarily by reference to compensation
packages for similarly situated executives of companies of similar size or in
comparable lines of business with whom we expect to compete for executive talent
and with reference to revenues, gross profits and other financial criteria. The
Board also assesses subjective qualitative factors to discern a particular
executive's relative value to the corporate enterprise in establishing base
salaries.

It is the Board's philosophy that significant stock ownership by management
creates a powerful incentive for executives to build long-term shareholder
value. Accordingly, the board believes that an integral component of executive
compensation is the award of equity-based compensation, which is intended to
align executives' long-term interests with those of our shareholders. The board
believes that option grants should be considered on an annual basis.

Employment Agreements with Executive Officers

Superclick, Inc. has executed employment agreements with its top three executive
officers. Below is a summary of the major terms of these employment agreements.


                                       25
<PAGE>

EMPLOYMENT AGREEMENTS

JOHN GLAZIK - John Glazik was appointed President and Chief Executive Officers
on March 4, 2004. Mr. Glazik's employment with Superclick is governed by an
employment agreement which provides for an initial term of two years that may be
extended for additional (1) year periods thereafter. Mr. Glazik is entitled to
receive a base salary of $90,000 in the first full year under employment and
$140,000 in the second full year of employment.

CLAUDE SMITH - Claude Smith was appointed Chief Executive Officer on August 30,
2004. Mr. Smith's employment with Superclick is governed by an employment
agreement which provides for an initial term of two years that may be extended
for additional (1) year periods thereafter. Mr. Smith is entitled to receive a
base salary of $75,000 in the first full year under employment and $90,000 in
the second full year of employment.

SANDRO NATALE - Upon completion of the merger transaction with Superclick
Networks, Inc. on October 7, 2003, Sandro Natale was appointed VP of Business
Development. Mr. Natale's employment with us is governed by an employment
agreement originally entered into between he and Superclick Networks, Inc.,
which we assumed following the merger. The agreement provides for term of
employment that may be extended for additional one (1) year periods thereafter.
Mr. Natale was entitled to receive a base salary equal to CDN $75,000.


     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our common stock as of October 31, 2004, by (i) each person known
by us to be the beneficial ownership of more than 5 percent of the outstanding
common stock, (ii) each director, (iii) each executive officer, and (iv) all
executive officers and directors as a group. The number of shares beneficially
owned is determined under the rules promulgated by the SEC, and the information
is not necessarily indicative of beneficial ownership for any other purpose.
Under those rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the date
hereof, through the exercise or conversion of any stock option, convertible
security, warrant or other right. Including those shares in the tables does not,
however, constitute an admission that the named stockholder is a direct or
indirect beneficial owner of those shares. Unless otherwise indicated, each
person or entity named in the table has sole voting power and investment power
(or shares that power with that person's spouse) with respect to all shares of
capital stock listed as owned by that person or entity. Unless otherwise
indicated, the address of each of the following persons is 5001 LBJ Freeway,
Suite 700 PMB 173, Dallas, TX, 75244.

Name                                Shares Beneficially
                                            Owned          Percent of Class
---------------------------------------------------------------------------
Robert G. MacFarlane...............      3,630,611               14.4%
Sandro Natale......................      3,526,100               14.0%
John Glazik........................        368,660                1.4%
Claude Smith.......................         50,000                  *
Todd M. Pitcher....................         53,571                  *
Hugh Renfro........................         53,571                  *
Jacobo Melcer......................         53,571                  *
Steve Montague                              53,571                  *
George Vesnaver....................         23,100                  *
All directors and
officers as a group................      7,812,755                 31%

(*) means less than 1.0%


                                       26
<PAGE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Pitcher, Chairman of our company, provides consulting services to us
pursuant in exchange for monthly compensation of $1,250 and related expenses.

SNI currently leases office space on a month to month basis from a relative of a
director and shareholder at (C$1,450) $1,006 per month. SNI has also entered
into non-cancelable operating lease for office equipment and computers at
monthly payments of (C$346) $228. Future lease payments under this operating
lease are as follows:

                Year Ended October 31,
                                 2004              $2,739
                                 2005               2,035
                                 2006                 473
                                                   ------
                                                   $5,247


The Company's SNI subsidiary incurred $10,624 in rent expense during the nine
months ended July 31, 2004.


                ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

(a) Exhibits

         Financial Statements

         INDEPENDENT AUDITORS REPORT                                   F-2

         CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated Balance Sheet                                    F-3

         Consolidated Statements of Operations                         F-4

         Consolidated Statements of Stockholders' Equity               F-5

         Consolidated Statements of Comprehensive Income               F-6

         Consolidated Statements of Cash Flow                          F-7

         Notes to Consolidated Financial Statements                    F-9



                                       27
<PAGE>

The following exhibits filed as part of this Form 10-KSB/A include both exhibits
submitted with this Report and those incorporated by reference to other filings:

2.1      Acquisition Agreement, dated as of October 7, 2003 by and between
         Superclick, Inc. and Superclick Networks, Inc. (Incorporated by
         reference with the Company's Form 8-K filed on October 10, 2003)

2.2      Financial statements of acquired company, Superclick Networks, Inc.
         dated as of October 10, 2003 (Incorporated by reference with the
         Company's Form 8-K/A filed on June 3, 2004).

3.1      Articles of Incorporation of DDR Systems, Inc. (Incorporated by
         reference filed with the Company's Form S-1 on February 28, 2000).

3.2      By-laws of DDR Systems, Inc. (Incorporated by reference filed with the
         Company's Form S-1 on February 28, 2000).

3.3      Certificate of Amendment to the Articles of Incorporation of DDR
         Systems, Inc., as filed with the Secretary of State of the State of
         Washington on March 16, 2001. (Incorporated by reference filed with the
         Company's Form 8-K on April 5, 2001).

4.1      Specimen Share of Common Stock. (Incorporated by reference filed with
         the Company's Form S-1 on February 28, 2000)

5.1      Opinion re: Legality.*

10.1     Agreement between DDR Systems, Inc. and Reach Technologies Inc. dated
         June 3, 1999 for the right to distribute the Reach Technologies Inc.
         licensed product line. (Incorporated by reference filed with the
         Company's Form S-1 on February 28, 2000).

10.2     Subscription Agreement and Investment Letter re: Gauntlett Limited
         (Incorporated by reference filed with the Company's Form S-1/A on April
         27, 2000).

10.3     Subscription Agreement and Investment Letter re: World Wise Traders
         Limited (Incorporated by reference filed with the Company's Form S-1/A
         on April 22, 2000).

10.4     Subscription Agreement and Investment Letter re: Green Grove Trading
         Limited (Incorporated by reference filed with the Company's Form S-1/A
         on April 22, 2000).

10.5     Subscription Agreement and Investment Letter re: Valonia Limited
         (Incorporated by reference filed with the Company's Form S-1/A on April
         22, 2000).


                                       28
<PAGE>

10.6     Agreement between DDR Systems, Inc. and Reach Technologies Inc. dated
         January 14, 2001 amending the Licensing Agreement with Reach
         Technologies, Inc. dated June 3, 1999 as it pertains to minimum
         purchase requirements. (Incorporated by reference filed with the
         Company's Form 10-KSB on March 15, 2001).

10.7     Agreement between DDR Systems, Inc. and Reach Technologies, Inc., dated
         March 9, 2001, amending the Licensing Agreement with Reach
         Technologies, Inc. dated June 3, 1999, to amend the Registrant's
         commitment to purchase equipment and to transform the status of the
         license from exclusive to non-exclusive.(Incorporated by reference
         filed with the Company's Form 8-K on April 5, 2001).

10.8     Agreement and Plan of Share Exchange by and between the Stockholders of
         Nordic Racing Limited and DDR Systems, Inc., dated March 9, 2001.
         (Incorporated by reference filed with the Company's Form 8-K on April
         5, 2001).

10.9     Letter of Intent Grand Prix Sports, Inc. and IFT International, Inc.
         dated November 5, 2001 (Incorporated by reference filed with the
         Company's Form 10-QSB on November 19, 2001).

10.10    Corvus Agreement dated May 23, 2002 (Incorporated by reference filed
         with the Company's Form 10-QSB on August 15, 2002 as Exhibit 10.1).

10.11    Stock Purchase Agreement dated October 11, 2002 by and between Grand
         Prix Sports, Inc. and Bertram Schafer Racing GmbH (Incorporated by
         reference filed with the Company's Form 10-QSB on December 17, 2002 as
         Exhibit 10.1).

10.12    Interim CEO and CFO Certification Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002 for the Quarter ended September 30, 2002
         (Incorporated by reference filed with the Company's Form 10-QSB on
         December 17, 2002 as Exhibit 99.1).

10.13    Letter of Debt Forgiveness to Grand Prix Sports (Incorporated by
         reference filed with the Company's Form 10-KSB on April 15, 2003 as
         Note F).

10.14    Employment Agreement dated March 3, 2004 between the registrant and
         John Glazik, incorporated by reference filed with the Company's Form
         10-QSB on March 19, 2004.

10.15    2004 Incentive Stock Option Plan dated April 8, 2004 (Incorporated by
         reference filed with the Company's Form 8-K on May 7, 2002 as Exhibit
         4.1)

10.16    Verizon Agreement (Incorporated by reference filed with the Company's
         Form 8-K on May 7, 2004).

10.17    Employment Agreement dated August 31, 2004 (Incorporated by reference
         filed with the Company's Form 8-K on September 2, 2004).

10.18    Locatel Agreement (Incorporated by reference filed with the Company's
         Form 8-K on December 12, 2004).

17.1     Resignation of Ron Fon as Director (Incorporated by reference filed
         with the Company's Form 8-K on August, 9, 2004).

23.1     Consent of Independent Public Accountant, dated July 15, 2004*

* Previously filed

31.1     Rule 13a-15(e)/15d-15(e) Certification


                                       29
<PAGE>

32.1     Section 1350 Certification

99.1     Private Placement of Securities, dated April 6, 2004 (Incorporated by
         reference filed with the Company's Form 8-K on May 7, 2004.

99.2     Results of Operations for Quarter ended July 31, 2004 (Incorporated by
         reference filed with the Company's Form 8-K on September 13, 2004).

99.3     Revision of Fiscal 2004 Guidance as of October 14, 2004 (Incorporated
         by reference filed with the Company's Form 8-K on October 14, 2004).


                ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)  Audit Fees

     The aggregate fees billed for professional services rendered by Bedinger &
     Company for the audit of the Registrant's annual financial statements and
     review of the financial statements included in the Registrant's Forms
     10-QSB or services that are normally provided by the accountant in
     connection with statutory and regulatory filings or engagements for fiscal
     year 2004 were $78,875. Additionally, Bedinger & Company has charged $5,000
     for tax preparation services for fiscal year 2004.


(2)  Audit Committee Policies and Procedures

     The Registrant does not have an audit committee. The Board of Directors of
     the Registrant approved all of the services rendered to the Registrant by
     Bedinger & Company for fiscal years 2004.

(3)  Audit Work Attributed to Persons Other than Bedinger & Company's Full-time,
     Permanent Employees.

     Not applicable.


                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


Date:  June 8, 2005                          Superclick, Inc.


                                             By: /s/ Sandro Natale
                                                 -------------------
                                                 Sandro Natale
                                                 Interim Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


SIGNATURE                     TITLE                                 DATE
---------                     -----                                 ----

/s/  Sandro Natale            Interim Chief Executive Officer       June 8, 2005
-----------------------
Sandro Natale

/s/ Todd M. Pitcher           Interim Chief Financial Officer       June 8, 2005
-----------------------       and Principle Accounting Officer
Todd M. Pitcher


BOARD OF DIRECTORS

/s/ Todd M. Pitcher           Chairman                              June 8, 2005
-----------------------
Todd M. Pitcher

/s/ Sandro Natale             Director                              June 8, 2005
-----------------------
Sandro Natale

/s/Jacobo Melcer              Director                              June 8, 2005
-----------------------
Jacobo Melcer

/s/ Robert MacFarlane         Director                              June 8, 2005
-----------------------
Robert MacFarlane

/s/ Hugh Renfro               Director                              June 8, 2005
-----------------------
Hugh Renfro

/s/ George Vesnaver           Director                              June 8, 2005
-----------------------
George Vesnaver

/s/ Paul Gulyas               Director                              June 8, 2005
----------------------
Paul Gulyas



                                       31
<PAGE>


                                SUPERCLICK, INC.
                          (A DEVELOPMENT STAGE COMPANY)

              REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS
                                   (RESTATED)

                      YEARS ENDED OCTOBER 31, 2004 AND 2003
                       AND FOR THE PERIOD AUGUST 24, 2000
                      (INCEPTION OF THE DEVELOPMENT STAGE)
                               TO OCTOBER 31, 2004



                                       32
<PAGE>

                                    CONTENTS


                                                                            PAGE


Report of Independent Registered Public Accounting Firm................... F-1-2

FINANCIAL STATEMENTS

   Consolidated Balance Sheet ............................................. F-3

   Consolidated Statements of Operations and Accumulated Deficit........... F-4

   Consolidated Statements of Stockholders' Equity ........................ F-5

   Consolidated Statements of Comprehensive Income (Loss) ................. F-6

   Consolidated Statements of Cash Flows .................................. F-7

   Supplemental Schedule of Non-Cash Investing and Financing Activities.... F-8

   Notes to the Financial Statements .................................... F-9-39


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Superclick, Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Superclick, Inc.
(A Development Stage Company) (the "Company"), as of October 31, 2004 and the
related consolidated statements of operations, stockholders' equity (deficit),
comprehensive income (loss), and cash flows for the years ended October 31, 2004
and October 31, 2003, and for the period from August 24, 2000 (Date of
Inception) to October 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audit, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Superclick, Inc. (A Development Stage Company) as of October 31,
2004 and the related consolidated statements of operations, stockholders' equity
(deficit), comprehensive income (loss), and cash flows for the years ended
October 31, 2004 and October 31, 2003, and for the period from August 24, 2000
(Date of Inception) to October 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.




                                      F-1
<PAGE>

Board of Directors
Superclick, Inc.
(A Development Stage Company)
Page two


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has suffered
recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management plans in regards to these matters are
also described in Note E. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                                   Bedinger & Company
                                                   Certified Public Accountants
                                                   Concord, California
                                                   December 16, 2004
                                                   (Except for Note M, which is
                                                   dated May 20, 2005)




                                      F-2

<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
October 31, 2004 (Restated)
--------------------------------------------------------------------------------

                                                                     October 31,
                                   ASSETS                               2004
                                                                    -----------
                                                                     (Restated)
CURRENT ASSETS
      Cash                                                          $   475,479
      Accounts receivable                                             1,048,483
      R&D Tax credits receivable                                         82,329
      Sales Tax refund receivable                                        51,190
      Inventory (Note B)                                                373,723
      Prepaid expenses                                                   24,027
                                                                    -----------
          TOTAL CURRENT ASSETS                                        2,055,231

Fixed assets (Note B)
      Cost                                                              211,561
      Accumulated Depreciation                                          (58,525)
                                                                    -----------
      Net                                                               153,036

Deferred Tax Benefit (Note D)                                            35,432
                                                                    -----------
          TOTAL ASSETS                                              $ 2,243,699
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                              $   761,965
      Accounts payable-related parties                                   52,885
      Accrued payroll                                                    12,223
      Accrued other                                                       3,277
      Deferred revenue                                                  515,194
                                                                    -----------
          TOTAL CURRENT LIABILITIES                                   1,345,544
                                                                    -----------

COMMITMENTS (Note I)

STOCKHOLDERS' EQUITY (Note E)
      Preferred stock, par value $.0001; 20,000,000
        shares authorized; 0 issued and outstanding                          --
      Common stock, par value $.0006, 121,000,000 shares
        authorized; issued and outstanding 24,197,002 at
        October 31, 2004                                                 14,518
      Common stock subscribed                                           232,000
      Additional paid-in capital                                      1,990,268
      Deficit accumulated during the development stage               (1,356,275)
      Accumulated other comprehensive gain (loss)
        (Cumulative translation adjustment)                              17,644
                                                                    -----------
          TOTAL STOCKHOLDERS' EQUITY                                    898,155
                                                                    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 2,243,699
                                                                    ===========


                                      F-3
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Operations
For the Years Ended October 31, 2004, 2003 and
The Period August 24, 2000 (Date of Inception) to October 31, 2004 (Restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   August 24, 2000
                                                         Year Ended October 31,     (Inception) to
                                                         2004            2003      October 31, 2004
                                                      (Restated)      (Restated)      (Restated)
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Revenue
     Net Sales                                       $  2,331,811    $    638,222    $  3,072,793
     Services                                             220,928          14,114         238,556
     Cost of goods sold                                 1,842,731    $    478,763       2,401,553
                                                     ------------    ------------    ------------
     Gross profit                                         710,008         173,573         909,796

Costs and Expenses
     Bank charges                                           4,959             809           5,768
     Communication                                         25,652           7,119          37,290
     Consulting fees                                       60,527          21,357          90,303
     Meals and entertainment                               15,762           4,067          21,052
     Depreciation and amortization                         17,045          27,414          75,266
     Marketing and promotion                               25,984          16,490          42,474
     Office                                               195,245          32,002         239,526
     Professional fees                                    225,931          49,833         298,242
     Investor relations                                   116,531              --         116,531
     Salaries and wages                                   584,400         217,131         942,815
     Employee benefits                                     16,947           8,605          31,703
     Travel                                                94,082          53,393         181,527
     Tax and licenses                                      18,236          11,592          29,828
     Research and development                             136,610          23,004         313,843
     Directors compensation                               197,154              --         197,154
     Bad debt expense                                      32,000              --          32,000
     Other                                                  3,355              --           4,298
     Interest expense                                       2,112          11,462          18,005
                                                     ------------    ------------    ------------
     Total Costs and Expenses                           1,772,532         484,278       2,677,625
                                                     ------------    ------------    ------------
(Loss) from Operations                                 (1,062,524)       (310,705)     (1,767,829)

Gain on forgiveness of debt                                               169,441         169,441
                                                     ------------    ------------    ------------
Earnings (loss) before income taxes                  $ (1,062,524)   $   (141,264)   $ (1,598,388)

Provision (Benefit) for income taxes                      (83,129)        (66,445)       (242,113)
                                                     ------------    ------------    ------------
NET EARNINGS (LOSS)                                  $   (979,395)   $    (74,819)   $ (1,356,275)
                                                     ============    ============    ============
     Net (loss) per common share Basic and diluted   $     (0.045)   $     (0.005)
                                                     ============    ============
     Weighted average common shares outstanding
     Basic and diluted                                 21,702,313      14,339,439

     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                                        939,856              --
     Warrants                                           2,217,583         773,333
</TABLE>

                                      F-4
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statement of Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to October 31, 2004
(Restated)
--------------------------------------------------------------------------------

<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 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
                                             =========     ========      ===========    ========     ==========      ==========
</TABLE>

<TABLE>
<CAPTION>
                                             Deficit
                                           Accumulated         Accumulated
                                            during the            Other               Total
                                          Developmental       Comprehensive       Stockholders'
                                              Stage           Income (loss)          Equity
                                          --------------      --------------      -------------
<S>                                         <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 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
                                          ==============      ==============      =============
</TABLE>

                                      F-5
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended October 31, 2004 and 2003 and
The Period August 24, 2000 (Date of Inception) to October 31, 2004
(Restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              August 24, 2000
                                                                               (Inception) to
                                                  Year Ended October 31,         October 31,
                                              ----------------------------    ---------------
                                                  2004             2003             2004
                                              -----------      -----------      -----------
<S>                                           <C>              <C>              <C>
Net Earnings (Loss)                           $  (979,395)     $   (74,819)     $(1,356,275)

Other Comprehensive Income (Loss)

  Foreign Currency Translation Adjustment          25,120           (2,558)          17,644
                                              -----------      -----------      -----------

Net Comprehensive (Loss)                      $  (954,275)     $   (77,377)     $(1,338,631)
                                              ===========      ===========      ===========
</TABLE>




                                      F-6
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Years Ended October 31, 2004 and 2003,  and
The Period August 24, 2000 (Date of Inception) to October 31, 2004 (Restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      August 24, 2000
                                                                                       (Inception) to
                                                          Year Ended October 31,         October 31,
                                                       -----------    -----------     ---------------
                                                           2004           2003              2004
                                                       -----------    -----------       -----------
                                                        (Restated)     (Restated)        (Restated)
                                                       -----------    -----------       -----------
<S>                                                    <C>            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Earnings (loss)                              $  (979,395)   $   (74,819)      $(1,356,275)
      Adjustments to reconcile net loss
       to net cash used by operating activities:
          Depreciation                                      17,045         27,414            58,525
          Amortization                                                     13,993                --
          Compensation expense on intrinsic
             value of options issued                       134,822                          134,822
          Stock issued for services                        315,154          8,974           324,128
          Stock converted to debt                                        (169,440)               --
          Deferred tax benefit                             (35,432)                         (35,432)
          Abandonment of furniture                                                               --
          and equipment                                      4,383                            4,383
CHANGES IN CURRENT ASSETS AND CURRENT
      LIABILITIES: (Net of effect of acquisition)
      (Increase) decrease in current liabilities:
          Accounts receivable                           (1,023,546)       (74,247)       (1,099,673)
          Other receivables                                  1,401         30,544           (82,329)
          Prepaid expenses                                 (15,117)          (117)          (24,027)
          Inventory                                       (350,974)        (6,218)         (373,723)
      Increase (decrease) in current liabilities:
          Accounts payable and accrued expenses            616,385        106,165           814,850
          Accrued Payroll                                  (43,414)        36,641            12,223
          Accrued other                                     (4,752)         5,611             3,277
          Deferred revenue                                 515,194        515,194
                                                       -----------    -----------       -----------
          NET CASH USED FOR OPERATING ACTIVITIES          (848,246)       (95,499)       (1,104,057)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Stock issued for acquisition of subsidiary            --        128,455           128,455
          Acquisition of furniture and equipment          (133,288)       (25,591)         (215,944)
                                                       -----------    -----------       -----------
          NET CASH USED FOR INVESTING ACTIVITIES          (133,288)       102,864           (87,489)

CASH FLOWS FROM FINANCING ACTIVITIES:
          Sale of common stock                           1,435,490             --         1,649,381
          Related party loan                               (22,920)        (9,119)               --
                                                       -----------    -----------       -----------
          NET CASH PROVIDED  BY FINANCING ACTIVITIES     1,412,570         (9,119)        1,649,381

      EFFECT OF EXCHANGE RATE CHANGES ON CASH               25,120         (2,558)           17,644

NET INCREASE IN CASH                                       456,156         (4,312)          475,479

CASH, beginning of period                                   19,323         23,635                --
CASH acquired                                                   --             --                --
                                                       -----------    -----------       -----------
CASH, end of period                                    $   475,479    $    19,323       $   475,479
                                                       ===========    ===========       ===========
      Taxes paid                                       $       800    $        --       $       800
      Interest paid                                    $     2,112    $       232       $     2,344
Other non-cash investing and financing activities:
      Shares issued for services                       $   315,154    $     8,974       $   324,128
      Shares issued for acquisition                                   $   128,455       $   128,455
      Shares issued/(converted) to debt                               $  (169,440)      $        --
</TABLE>


                                      F-8
<PAGE>

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


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
                                                         =========



                                      F-9
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.
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. (hereinafter referred to as the Parent and/or Company)
was organized on August 24, 2000, in Montreal,  Quebec,  Canada. For purposes of
our reverse merger acquisition, the date of inception is considered to be August
24, 2000 for the purpose of financial reporting.  The Company is in the business
of providing and installing  broadband high speed Internet connection  equipment
in hotels on a  worldwide  basis.  The  Company  has  developed  a modem  access
solution that is  compatible  with any Internet  ready  computer and requires no
special configuration or access numbers,  using the existing wiring and allowing
for monitoring for Internet usage.

Superclick,  Inc.  (formerly  known as Grand Prix Sports,  Inc.)  (herein  after
referred  to as the  Subsidiary)  has been in the  development  stage  since its
incorporation  under the laws of the state of  Washington  on June 3, 1999.  The
Company operates as a holding company for acquisitions of subsidiaries.

On October 6, 2003 the  Subsidiary  amended  its  articles of  incorporation  by
changing  the name of the Company from Grand Prix  Sports,  Inc. to  Superclick,
Inc.

Pursuant to a share  purchase  agreement  dated October 7, 2003,  the Subsidiary
acquired 100% of the issued and outstanding shares of Superclick Networks,  Inc.
(Parent)  from its  shareholders.  In  consideration  for  acquiring  all of the
Parent's  shares  the  Subsidiary  has  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. (Parent) will
hold  immediately  after the  acquisition  71.7% of the issued  and  outstanding
shares of the  Subsidiary's  common stock.  The remaining  28.3% will be held by
Superclick, Inc.'s (Formerly Grand Prix Sports, Inc.) shareholders.


                                      F-10
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Organization (Continued)

The consolidated financial statements include the operations of Superclick, Inc.
(Subsidiary) 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.

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

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

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 of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.


                                      F-11
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Principles

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.

Reclassification

Certain  reclassifications  have been made to the financial  information for the
year ended October 31, 2003 to conform to the  classification  used for the year
ended October 31, 2004.

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.

                                      F-12
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment (Continued)

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

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 144
(SFAS 144).  The  Statement  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 no longer be  appropriate.  The
Company assesses  recoverability of the carrying value of an asset by estimating
the future net cash flows expected to result from the asset,  including eventual
disposition.  If the future net cash flows are less than the  carrying  value of
the asset,  an impairment  loss is recorded equal to the difference  between the
asset's carrying value and fair value.

Revenue recognition policy

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

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


                                      F-13
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.  The Parent did not incur
advertising  expense  through October 31, 2003. From the date of the acquisition
through October 31, 2003, the Subsidiary did not incur advertising  expense. For
the year ended  October 31,  2004 the Parent  incurred  approximately  $7,100 in
advertising expense.

Loss per common share

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


                                      F-14
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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  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>
                                               October 31, 2004
                                               ----------------
                          Gross Intangible       Accumulated                Net
                               Assets            Amortization         Intangible Assets
                        --------------------------------------------- ------------------
<S>                             <C>                   <C>                     <C>
Other intangibles               500                   500                     0
                        --------------------------------------------- ------------------
</TABLE>


                                      F-15
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impact of accounting standards

In January 2003 the FASB issued  Interpretation  46  "Consolidation  of Variable
Interest  Entities,  an  interpretation  of ARB  No.  51".  This  Interpretation
requires  a Company to  consolidate  the  financial  statements  of a  "Variable
Interest Entity" "VIE", sometimes also known as a "special purpose entity", even
if the  entity  does  not  hold a  majority  equity  interest  in the  VIE.  The
Interpretation  requires  that  if a  business  enterprise  has  a  "controlling
financial  interest"  in a VIE,  the  assets,  liabilities,  and  results of the
activities of the VIE should be included in  consolidated  financial  statements
with  those  of the  business  enterprise,  even if it holds a  minority  equity
position.  This  Interpretation was effective  immediately for all VIE's created
after January 31, 2003;  for the first fiscal year or interim  period  beginning
after June 15, 2003 for VIE's in which a Company holds a variable  interest that
it acquired before February 1, 2003.

In April  2003,  the  FASB  issued  SFAS  149,  Amendment  of  Statement  133 on
Derivative Instruments and Hedging Activities. This statement amends SFAS 133 to
provide  clarification  on the financial  accounting and reporting of derivative
instruments  and  hedging   activities  and  requires   contracts  with  similar
characteristics  to be accounted for on a comparable basis. The adoption of SFAS
149 did not have any impact on the Company's  financial  condition or results of
operations.

Impact of accounting standards (Continued)

In May  2003,  the FASB  issued  SFAS  150,  Accounting  for  Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and  Equity.  SFAS 150
establishes  standards  on  the  classification  and  measurement  of  financial
instruments with characteristics of both liabilities and equity. The adoption of
SFAS 150 did not have any impact on the Company's financial condition or results
of operations.

In  December  2003,  the FASB  issued SFAS 132r,  Employers'  Disclosures  about
Pensions and Other Postretirement  Benefits--an amendment of FASB Statements No.
87, 88, and 106. SFAS 132r revises  employers'  disclosures  about pension plans
and other  postretirement  benefit plans.  It does not change the measurement or
recognition  of those  plans  required  by FASB  Statements  No. 87,  Employers'
Accounting  for Pensions,  No. 88,  Employers'  Accounting for  Settlements  and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits,  and
No. 106, Employers' Accounting for Postretirement  Benefits Other Than Pensions.
This Statement retains the disclosure  requirements  contained in FASB Statement
No.  132,  Employers'   Disclosures  about  Pensions  and  Other  Postretirement
Benefits,  which it replaces. It requires additional disclosures to those in the


                                      F-16
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impact of accounting standards (Continued)

original  Statement  132 about the  assets,  obligations,  cash  flows,  and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement  plans.  The adoption of SFAS 132r did not have any impact on the
Company's financial condition or results of operations.

In  December  2003,  the FASB  issued FIN No.  46R,  "Consolidation  of Variable
Interest  Entities."  This requires that the assets,  liabilities and results of
the activity of variable  interest  entities be consolidated  into the financial
statements of the company that has a  controlling  financial  interest.  It also
provides the framework for determining  whether an entity should be consolidated
based on voting interest or significant  financial  support  provided to it. The
adoption  of FIN No.  46R did not have any  impact  on the  Company's  financial
condition or results of operations.

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

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


                                      F-17
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 year
ended October 31, 2004, two customers  individually accounted for 51% and 17% of
accounts  receivable.  For the year ended  October  31,  2003,  three  customers
individually accounted for 39%, 22%, and 13% of accounts receivable. In the year
ended October 31, 2004, the Company's two largest  customers  accounted for 51%,
20% of sales.  In the year ended  October 31, 2003,  the  Company's  two largest
customers accounted for 31% and 21% of sales. A member of the Board of Directors
for the Company was the IT Director for the second largest  customer  during the
fiscal year ended October 31, 2004 (See Note I).

For the  years  ended  October  31,  2004 and 2003,  approximately  45% and 89%,
respectively,  of the  Company's  net sales were made to  customers  outside the
United States.

At times the  Company  has  deposits  in  Canadian  bank  accounts  in excess of
Canadian  Depository  Insurance Company (CDIC) limits.  Management  periodically
reviews the adequacy and strength of the financial  institutions  and deems this
to be a calculated risk.

The  Company  has  been  dependent  on  third-party   equipment   manufacturers,
distributors,  dealers,  and contractors for all of its supply of communications
equipment.  For the years ended October 31, 2004 and 2003,  the  Company's  five
largest  suppliers  accounted for 73% and 78% of product and service  purchases,
respectively.  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.


                                      F-18
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Disclosure about Fair Value of Financial Instruments

The  Company  estimates  that the fair  value of all  financial  instruments  at
October 31, 2004,  as defined in FASB 107, does not differ  materially  from the
aggregate  carrying  values  of  its  financial   instruments  recorded  in  the
accompanying   balance  sheet.  The  estimated  fair  value  amounts  have  been
determined by the Company using  available  market  information  and appropriate
valuation  methodologies.  Considerable  judgment is  required  in  interpreting
market  data to develop  the  estimates  of fair  value,  and  accordingly,  the
estimates are not  necessarily  indicative of the amounts that the Company could
realize in a current market exchange.

Foreign Currency Translation

The financial  statements of the Canadian  Parent is 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 classified as research and development 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 October 31,
2004.

          Computer equipment                              $ 89,685
          Inventory in transit                             295,059
          Provision for losses                             (11,021)
                                                        -----------
                                                          $373,723
                                                        ===========




                                      F-19
<PAGE>


SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment at October 31, 2004 consisted of the following:

                    Furniture and Fixtures                 $  94,075
                    Computer hardware                         76,654
                    Computer software                            863
                    Leasehold Improvements                    21,332
                    Mold & Dye                                18,637
                                                          -----------
                                                           $ 211,561
                    Less:  Accumulated Depreciation          (58,525)
                                                          -----------
                                                           $ 153,036
                                                          ===========


NOTE D - NET OPERATING LOSS CARRY FORWARD

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

Management  considers  the  scheduled  reversal  of  deferred  tax  liabilities,
projected  future  taxable  income and tax  planning  strategies  in making this
assessment. At October 31, 2003 a valuation allowance for the full amount of the
net deferred tax asset was recorded because of uncertainties as to the amount of
taxable  income that would be generated in future years for the parent  company.
The valuation allowance  increased by approximately  $361,000 for the year ended
October 31, 2004, assuming a tax rate of 40%.

                     United States Corporation Income Taxes

             Year of Loss             Amount              Expiration Date
         -------------------       ------------          -----------------
           October 31, 2004           $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.


                                      F-20
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE D - NET OPERATING LOSS CARRY FORWARD (Continued)

                      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. (SNI) 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 SNI  recognized  $47,697 as  receivable  for
research and  development  and accrued $35,432 as a deferred tax benefit created
by research and  development  activities  that  occurred  during the fiscal year
ended October 31, 2004. No valuation allowance

has been  recorded  in  connection  with the  deferred  tax benefit as it is the
opinion  of  management  that they will have the  ability  to  utilize it in the
future.

NOTE E - 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 F - 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


                                      F-21
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE F - PREFERRED AND COMMON STOCK (Continued)

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).

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.

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


                                      F-22
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE F - PREFERRED AND COMMON STOCK (Continued)

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).


NOTE G - WARRANTS

At October 31, 2004 the Company had  966,668  "B"  Warrants  and  2,099,999  "A"
Warrants  outstanding  entitling  the holder  thereof the right to purchase  one
common share for each warrant held as follows:


                                      F-23
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


                                          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
                  --------------
 Subtotal               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
                  --------------
Subtotal              2,099,999
                  --------------
Total                 3,066,667
                  ==============


================================================================================

NOTE H - STOCK INCENTIVE PLANS

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


                                      F-24
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE H - STOCK INCENTIVE PLANS (Continued)

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, 2006.  The options vest and
become  exercisable  at a rate of 38,866  per  month  over a  twenty-four  month
period.

On June 1, 2004, the Company awarded  employees  non-qualified  stock options to
purchase  720,000  shares of common stock of the Company at an exercise price of
$.50 per share with an  expiration  date of June 1, 2006.  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 August 31, 2006.  The options vest
and become  exercisable  at a rate of 12,500 per month 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.


                                      F-25
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE H - STOCK INCENTIVE PLANS (Continued)

An annual  aggregate  limit of 300,000  shares  (including  Options,  Restricted
Stock, and Deferred Stock) is set for any individual Director.

The Stock  Incentive  Plan  shall  have a duration  of ten years  commencing  on
January 1, 2004. Awardees are defined as a director to whom an award is made. An
eligible  director  is any  person  who on the date of grant is a member  of the
Board of  Directors  of the  Company and is not an employee of the Company or of
any Subsidiary.  Stock Options are  non-qualified  right-to-buy  Options for the
purchase of Common  Stock of the  Company.  The term of each Option shall be ten
years from the Date of Grant. The Option Price shall be the Fair Market Value of
Superclick,

Inc.  Common  Stock on the date the Option is  granted.  Under no  circumstances
shall any  Option  vest in less  than one year  from the date of  grant.  Shares
purchased  upon  exercise  of an Option  must be paid for in full at the time of
exercise either in cash or with currently owned shares. Neither the Committee on
Directors and Governance nor the Board of Directors may re-price any Option that
is less than the option exercise price.  Restricted Stock is Common Stock of the
Company  restricted as to sale in such fashion as the Committee on Directors and
Governance  shall  determine.  Prior to the  lifting  of the  restrictions,  the
Awardee  will be  entitled to receive  dividends  from and to vote the shares of
Restricted Stock.

The following table  summarizes the Company's stock option activity for the year
ended October 31:

                                                  2004
                                  -----------------------------------
                                                     Weighted Average
                                      Shares          Exercise Price
                                   ------------         -----------
Outstanding at
beginning of period                          --          $      --

Granted                               1,904,784               0.51

Forfeited                                    --                 --
                                   ------------         -----------
Outstanding at
end of year                           1,904,784          $    0.52
                                   ============         ===========

Options exerciseable
at year end                             390,562
                                   ============



                                      F-26
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE H - STOCK INCENTIVE PLANS (Continued)


The following  table  summarizes  information  about the Company's stock options
outstanding at October 31, 2004:

<TABLE>
<CAPTION>
                            Options Outstanding                    Options Exercisable
                -------------------------------------------     ------------------------
                     Number          Weighted      Weighted                    Weighted
  Range of        Outstanding         Average      Average                      Average
  Exercise       At October 31,    Contractural    Exercise        Number      Exercise
   Prices             2004         Life (years)     Price       Outstanding      Price
------------    ---------------    ------------    --------     -----------    ---------
<S>                <C>                 <C>          <C>           <C>            <C>
$0.5 - $0.65       1,904,784           1.51         $ 0.52        390,562        $ 0.51
                ---------------    ------------    --------     -----------    ---------
Total              1,904,784           1.51         $ 0.52        390,562        $ 0.51
                ===============    ============    ========     ===========    =========
</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.  The
Company recognized compensation expense of $134,822 in fiscal 2004.

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 year  ended  October  31,  2004 would have
been:

                                                             Year Ended
                                                          October 31, 2004

                 Net loss as reported                         $  (979,395)
                 Pro forma                                    $(1,045,067)
                 Net loss per share, as reported                   $(.045)
                 Pro forma                                         $(.048)


                                      F-27
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE H - STOCK INCENTIVE PLANS (Continued)

The  weighted  average fair value of options  granted  during 2004 was $0.55 per
share.  The fair value of each option  granted in 2004 was estimated on the date
of grant  using  the  Black-Scholes  option-pricing  model  with  the  following
weighted average assumptions:

                                                       2004
                                                       ----
                Risk free interest rate               2.53%
                Expected life (years)                     2
                Volatility                          152.44%
                Dividend yield                           --


NOTE I - RELATED PARTY TRANSACTIONS

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

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

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


                                      F-28
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE I - RELATED PARTY TRANSACTIONS (Continued)

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

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

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

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

NOTE J - COMMITMENTS

The Company  leased  office space on a month to month basis from a relative of a
director  and  shareholder  at $1,006 per month.  On October 1, 2004 the Company
began a new 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                59,872
                                    2006                55,484
                                    2007                55,011
                                    2008                52,937
                                    2009                48,525
                                                     ---------
                                                      $271,829
                                                     =========

The  Company  incurred  $20,234  and $0 in rent  expense  during  the year ended
October  31,  2004  and the  date  of  acquisition  through  October  31,  2003,
respectively.


                                      F-29
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE K - ACQUISITION OF SUPERCLICK, INC.

In October, 2003,  Superclick,  Inc. (SI) completed an acquisition of Superclick
Networks,  Inc. (SNI).  The acquisition was accounted for as a  recapitalization
effected by a reverse merger,  wherein Superclick  Networks,  Inc. is considered
the acquirer  (Parent) for  accounting  and financial  reporting  purposes.  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.

The summarized  assets and  liabilities  of the purchased  company on October 8,
2003 were as follows:

                Cash                                     $    3,667
                Other current assets                          2,456
                                                        ------------
                                                         $    6,123
                                                        ============
                Current liabilities                          31,108
                Note (receivable) from parent             (130,000)
                Total stockholders' equity                  105,015
                                                        ============
                                                         $    6,123
                                                        ============

The following summarized  consolidated pro forma (unaudited) information assumes
the acquisition occurred on November 1, 2002 and November 1, 2001:

                                            2003              2002
                                       -------------    --------------
Net Sales                               $   652,336       $   151,744
                                       =============    ==============
Net Income (loss) from operations        ($311,666)        ($163,773)
                                       =============    ==============

Other income (expense)                  $   208,305                --
                                       =============    ==============

Net Income (loss)                        ($103,361)        ($163,773)
                                       =============    ==============

Earnings (loss) per share:
Basic and diluted                          ($0.005)          ($0.009)
                                       =============    ==============


Other income of $208,305  represents the forgiveness of loans by certain related
parties.


                                      F-30
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE K - ACQUISITION OF SUPERCLICK, INC. (Continued)

The separate  financial  statements of  Superclick,  Inc.  (formerly  Grand Prix
Sports, Inc.), in U.S. dollars, are as follows:

                                           October 31,      December 31,
                                           -----------      -----------
                                               2003             2002
                                           -----------      -----------
Cash                                       $     3,667      $     1,376
Accounts receivable
R&D tax credits receivable
Inventories
Prepaid expenses                                 2,456
                                           -----------      -----------

Total current assets                       $     6,123      $     1,376

Property and equipment (net)
Intangible asset (net)                               0                0
                                           -----------      -----------
Total assets                               $   245,892      $   238,980
                                           ===========      ===========

Accounts payable                           $    31,108      $    31,723
                                           -----------      -----------

Total Liabilities                          $    31,108      $    31,723

Common stock                                     3,310            1,800

Additional paid-in-capital                     469,175          266,685

Retained earnings (deficit)                   (497,470)        (298,832)
                                           -----------      -----------

Total equity                               $   (24,985)     ($   30,347)
                                           -----------      -----------
Total liabilities and equity               $     6,123      $     1,376
                                           ===========      ===========


                                      F-31
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE K - ACQUISITION OF SUPERCLICK, INC. (Continued)

Statements of Income and retained  earnings for the ten months ended October 31,
2003 and the year ended December 31, 2002:

                                            Ten Months Ended     Year Ended
                                               October 31,      December 31,
                                               -----------      -----------
                                                   2003              2002
                                               -----------      -----------
Revenue:
     Income from sale of investment            $         0      $    70,000
                                               -----------      -----------
      Total Revenue                                                  70,000

Cost and Expenses:

     General and administrative expense             68,638          115,811
     Research and development
     Depreciation and amortization                                      142
     Interest                                                         3,445
                                               -----------      -----------

     Total costs and expenses                       68,638          119,398

Income (loss) from operations                      (68,638)         (49,398)

Other income (expense)
     Gain (loss) on cancellation of debt          (130,000)          38,864
                                               -----------      -----------

Earnings (loss) before income taxes               (198,638)         (10,534)

     Provision (Benefit) for income taxes               (0)              (0)
                                               -----------      -----------

          Net earnings (loss)                     (198,638)         (10,534)

Accumulated Deficit, beginning of year            (298,832         (288,298)
                                               -----------      -----------
Accumulated Deficit, end of year               $  (497,470)     $  (298,832)
                                               ===========      ===========


                                      F-32
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE K - ACQUISITION OF SUPERCLICK, INC. (Continued)

Statements  of cash flows for the ten months ended October 31, 2003 and the year
ended December 31, 2002:

                                                  Ten Months Ended   Year Ended
                                                     October 31,    December 31,
                                                     -----------    -----------
                                                         2003           2002
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net gain (loss)                                 ($  183,638)   ($   10,534)
     Adjustments to reconcile net loss
     to net cash used by operating activities:
     Depreciation and amortization                             0            142

     Loan forgiveness                                    130,000             --

CHANGES IN CURRENT ASSETS AND CURRENT LIABILITIES

(Increase) decrease in current assets:
     Accounts receivable
     R&D tax credits receivable
     Prepaid expenses                                     (2,456)
     Inventory
Increase (decrease) in current liabilities:

 Accounts payable and accrued expenses                      (615)       (25,649)
                                                     -----------    -----------
NET CASH USED FOR OPERATING ACTIVITIES                   (56,709)       (36,041)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of Superclick Networks, Inc.           (145,000)            (0)
                                                     -----------    -----------
NET CASH USED FOR INVESTING ACTIVITIES                  (145,000)            (0)
                                                     -----------    -----------



                                      F-33

<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE K - ACQUISITION OF SUPERCLICK, INC. (Continued)

                                            Ten Months Ended     Year Ended
                                               October 31,      December 31,
                                               -----------      -----------
                                                  2004               2003
                                               -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                          204,000           64,985

     Related party loan                                             (30,780)
                                               -----------      -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES          204,000           34,205
                                               -----------      -----------

NET INCREASE (DECREASE) IN CASH                      2,291           (1,836)

CASH, beginning of period                            1,376            3,212
                                               -----------      -----------
CASH, end of period                            $     3,667      $     1,376
                                               ===========      ===========


NOTE L - SUBSEQUENT EVENTS (Unaudited)

In November 2004 966,665 "B" share  purchase  warrants were issued.  Payment for
the warrants was received  prior to year end and is classified in  Stockholder's
Equity.

On  December  3, 2004 the  Company  filed an 8-K with the SEC  regarding a press
release it issued on December 2, 2004. The Company signed an agreement to become
the high speed  internet  provider  to a European  based  company.  Through  the
agreement the Company will supply the hardware, software and customer support to
the customer.

On December 8, 2004 the Board passed a resolution to grant 105,000 stock options
to certain key employees  under the Company's Stock Option Plan as of January 1,
2005.  The  exercise  price of the  options  is $0.60 per share  with a two year
vesting period at a rate of 12.5% per quarter.

NOTE M - 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,  the  Company  was  contacted  by the  Securities  and
Exchange  Commission (SEC). In their letter dated, March 16, 2005 the SEC stated
that "it appears that the acquisition of Superclick  Networks,  Inc. should have
been accounted for as either a reverse  acquisition or a  recapitalization."  In


                                      F-34
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------


NOTE M - RESTATEMENT (Continued)

the reverse merger the accounting acquirer is Superclick  Networks,  Inc. and is
to be 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  the  Company's   conclusion  that  the
acquisition  of Superclick  Networks,  Inc.  should have been accounted for as a
reverse  merger..  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  the  SEC  gave  further  comments  with  regard  to the  financial
statements for the years ended October 31, 2004 and 2003, as restated.  In their
letter dated, May 20, 2005 they inquired as to the Company's revenue recognition
policy for revenue from installation of their systems,  maintenance,  continuing
call center support, and improvements to the system.  Furthermore,  a loan which
was forgiven by Superclick,  Inc. to Superclick  Networks,  Inc. in 2003 had not
been eliminated during consolidation when the financial statements were restated
to reflect the reverse  merger.  Finally,  the accounting for stock options with
cashless warrants was identified as an area of question.  Management  determined
the revenue  previously  recognized for  maintenance  and upgrades  needed to be
recognized  over the life of the  contract  and thus  deferred  a portion of the
unearned  revenue  for  recognition  in  future  periods.   Management   further
determined  the  cashless  warrant  feature of the stock option plan created the
need to track the  options on the  variable  method not the fixed  method.  This
increased  the total  expense for stock  options for the year ended  October 31,
2004.  Finally,  the loan forgiveness was erroneously  included in other revenue
and has since been eliminated in the consolidation.

The following information presents the impact of the reverse merger as discussed
above, the restatement of stockholders'  equity and the decrease in net loss due
to the  elimination  of the write-down of goodwill,  on the Company's  financial
information  as  originally  reported  for the  year  ended  October  31,  2004:
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.


                                      F-35
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
OCTOBER 31, 2004 (RESTATED)

<TABLE>
<CAPTION>
                                                           October 31,    October 31,    October 31,
                             ASSETS                           2004           2004           2004
                                                           -----------    -----------    -----------
CURRENT ASSETS                                             (Previously     (Restated)    (Difference)
                                                             reported)
<S>                                                        <C>            <C>            <C>
      Cash                                                 $   475,479    $   475,479    $        --
      Accounts receivable                                    1,048,483      1,048,483             --
      R&D Tax credits receivable                                82,329         82,329             --
      Sales Tax refund receivable                               51,190         51,190
      Inventory (Note B)                                       373,723        373,723             --
      Prepaid expenses                                          24,028         24,028             --
                                                           -----------    -----------    -----------
          TOTAL CURRENT ASSETS                               2,055,231      2,055,232             --
Fixed assets (Note B)
      Cost                                                     211,561        211,561             --
      Accumulated Depreciation                                 (58,525)       (58,525)            --
                                                           -----------    -----------    -----------
      Net                                                      153,036        153,036             --

Deferred Tax Benefit (Note D)                                   35,432         35,432             --

Goodwill (Note K)                                            1,218,606             --     (1,218,606)
                                                           -----------    -----------    -----------
          TOTAL ASSETS                                     $ 3,462,305    $ 2,243,700    $(1,218,606)

                                                           ===========    ===========    ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                     $   761,965    $   761,965    $        --
      Accounts payable-related parties                          52,885         52,885             --
      Accrued payroll                                           12,223         12,223             --
      Accrued other                                              3,277          3,277             --
      Deferred revenue                                         256,896        515,194        258,298
                                                           -----------    -----------    -----------
          TOTAL CURRENT LIABILITIES                          1,087,246      1,345,544             --
                                                           -----------    -----------    -----------
COMMITMENTS (Note I)

STOCKHOLDERS' EQUITY (Note E)
      Preferred stock, par value $.0001; 20,000,000
        shares authorized; 0 issued and outstanding                 --             --
      Common stock, par value $.0006, 121,000,000 shares
        authorized; issued and outstanding 24,197,002 at
        October 31, 2004                                        14,518         14,518             --
      Common stock subscribed                                  232,000        232,000             --
      Additional paid-in capital                             3,308,021      1,990,269     (1,317,752)
      Deficit accumulated during the development stage      (1,216,391)    (1,356,275)      (139,884)
      Accumulated other comprehensive gain (loss)
          (Cumulative translation adjustment)                   36,911         17,644        (19,267)
                                                           -----------    -----------    -----------
          TOTAL STOCKHOLDERS' EQUITY                         2,375,059        898,156     (1,476,903)
                                                           -----------    -----------    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 3,462,305    $ 2,243,700    $(1,476,903)
                                                           ===========    ===========    ===========
</TABLE>

                                      F-37

<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Operations for the Year Ended October 31, 2004 and
2003, and and The Period August 24, 2000 (Date of Incep tion) to October 31,
2004 (Restatement)

<TABLE>
<CAPTION>
                                                                                      Ten Months
                                        Year Ended     Year Ended      Year Ended       Ended           Year Ended     Year Ended
                                       October 31,    October 31,     October 31,     October 31,      October 31,    October 31,
                                      ---------------------------------------------------------------------------------------------
                                          2004           2004             2004              2004           2004           2004
                                      ---------------------------------------------- ----------------------------------------------
                                       (Previously     (Restated)     (Difference)     (Previously      (Restated)    (Difference)
                                        reported)                                       reported)
                                      ------------    ------------    ------------    ------------    ------------    ------------
<S>                                                  <C>           <C>            <C>               <C>           <C>
Revenue
  Net Sales                           $  2,791,770    $  2,331,811    $   (459,959)   $      2,692    $    638,222    $    635,530
  Services                                      --         220,928         220,928          14,114          14,114         238,556
  Cost of goods sold                     1,842,731       1,842,731              --           3,023         478,763         475,740
                                      ------------    ------------    ------------    ------------    ------------    ------------
  Gross Profit                             949,039         710,008        (239,031)           (331)        173,573         173,904

Cost and Expenses
  Loss on equity method investment              --              --              --              --              --              --
  Bank charges                               4,959           4,959              --             417             809             392
  Communication                             25,652          25,652              --           4,032           7,119           3,087
  Consulting fees                           60,527          60,527              --           2,658          21,357          18,699
  Meals and entertainment                   15,762          15,762              --             156           4,067           3,911
  Depreciation and amortization             17,045          17,045              --           1,834          27,414          25,580
  Marketing and promotion                   25,984          25,984              --              --          16,490          16,490
  Office                                   195,245         195,245              --           5,638          32,002          26,364
  Director Compensation                    197,154         197,154              --              --              --              --
  Professional fees                        225,931         225,931              --          46,933          49,833           2,900
  Investor relations                       116,531         116,531              --           1,347              --           1,347)
  Loss due to license revisions                 --              --              --              --              --              --
  Other miscellaneous                        3,355           3,355              --              --              --              --
  Salary and wages                         536,053         584,400          48,347          32,220         217,131         184,911
  Employee benefits                         16,947          16,947              --              --           8,605           8,605
  Travel                                    94,082          94,082              --           8,059          53,393          45,334
  Taxes & Licenses                          18,236          18,236              --              --          11,592          11,592
  Research and development                 136,610         136,610              --          52,130          23,004         (29,126)
  Bad debt expense                          32,000          32,000              --              --              --              --
  Write down of intangible asset           136,000              --        (136,000)             --              --              --
  Interest expense                           2,112           2,112              --             232          11,462          11,230
                                      ------------    ------------    ------------    ------------    ------------    ------------
  Total Expenses                         1,860,185       1,772,532         (87,653)        155,656         484,278         328,622
                                      ------------    ------------    ------------    ------------    ------------    ------------
(Loss) from Operations                    (911,146)     (1,062,524)       (151,378)       (155,987)       (310,705)       (154,718)
Gain on sale of investment                      --              --              --              --              --              --
Gain on forgiveness of debt                     --              --              --              --         169,441         169,441
Earnings (Loss) before income taxes       (911,146)     (1,062,524)       (151,378)       (155,987)       (141,264)         14,723
Provision (benefit) for income taxes       (83,129)        (83,129)             --         (66,445)        (66,445)             --
NET EARNINGS (LOSS)                   $   (828,017)   $   (979,395)   $   (151,378)   $    (89,542)   $    (74,819)   $     14,723
                                      ============    ============    ============    ============    ============    ============
Net (Loss) per common share
Basic and diluted                     $     (0.038)   $     (0.045)   $     (0.007)   $     (0.020)   $     (0.005)   $      0.015
                                      ============    ============    ============    ============    ============    ============
Weighted average common shares
  outstanding Basic and diluted         21,702,313      21,702,313              --       4,426,537      14,339,439       9,912,902
</TABLE>

<TABLE>
<CAPTION>
                                         June 3, 1999    August 24, 2000   August 24, 2000
                                         (Inception) to    (Inception) to   (Inception) to
                                          October 31,       October 31,      October 31,
                                       ---------------------------------------------------
                                               2004           2004            2004
                                       ---------------------------------------------------
                                          (Previously      (Restated)     (Difference)
                                           reported)
                                          ------------    ------------    ------------
<S>                                    <C>         <C>            <C>              <C>
Revenue
  Net Sales                               $  2,794,462    $  3,072,793    $    278,331
  Services                                     238,556
  Cost of goods sold                         1,845,754       2,401,553         555,799
                                          ------------    ------------    ------------
  Gross Profit                                 948,708         909,796         (38,912)

Cost and Expenses
  Loss on equity method investment              90,000              --         (90,000)
  Bank charges                                   5,932           5,768            (164)
  Communication                                 37,888          37,290            (598)
  Consulting fees                               79,228          90,303          11,075
  Meals and entertainment                       51,461          21,052         (30,409)
  Depreciation and amortization                 25,002          75,266          50,264
  Marketing and promotion                       57,013          42,474         (14,539)
  Office                                       202,367         239,526          37,159
  Director Compensation                        197,154         197,154              --
  Professional fees                            440,240         298,242        (141,998)
  Investor relations                           145,261         116,531         (28,730)
  Loss due to license revisions                  4,639              --          (4,639)
  Other miscellaneous                            4,669           4,298            (371)
  Salary and wages                             568,273         942,815         374,542
  Employee benefits                             16,947          31,703          14,756
  Travel                                       125,342         181,527          56,185
  Taxes & Licenses                              19,036          29,828          10,792
  Research and development                     188,740         313,843         125,103
  Bad debt expense                              32,000          32,000              --
  Write down of intangible asset               136,000              --        -136,000
  Interest expense                               6,345          18,005          11,660
                                          ------------    ------------    ------------
  Total Expenses                             2,433,537       2,677,625         244,088
                                          ------------    ------------    ------------
(Loss) from Operations                      (1,484,829)     (1,767,829)       (283,000)
Gain on sale of investment                      80,000              --         (80,000)
Gain on forgiveness of debt                     38,864         169,441         130,577
Earnings (Loss) before income taxes         (1,365,965)     (1,598,388)       (232,423)
Provision (benefit) for income taxes          (149,574)       (242,113)        (92,539)
NET EARNINGS (LOSS)                       $ (1,216,391)   $ (1,356,275)   $   (139,884)
                                          ============    ============    ============
Net (Loss) per common share
Basic and diluted

Weighted average common shares
  outstanding Basic and diluted
</TABLE>

                                      F-38


<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
OCTOBER 31, 2004 (RESTATED)
--------------------------------------------------------------------------------

SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to October 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            For the Period       For the Period      For the Period
                                                             July 1, 1999       August 24, 2000     August 24, 2000
                                                               (Date of             (Date of            (Date of
                                                            Inception) to        Inception) to       Inception) to
                                                             October 31,          October 31,         October 31,
                                                            --------------       --------------     ---------------
                                                                 2004                 2004                2004
                                                            --------------       --------------     ---------------
<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                                                        8,966,663           7,366,629          (1,600,034)
  Amount                                                     $      5,380        $      4,420        $       (960)
  Additional paid in capital                                 $  1,660,105        $  1,502,462        $   (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                                      $    232,000        $    232,000        $         --
Stock options granted                                        $     86,475        $    134,822        $     48,347
Fees related to share issuance                               $    (89,510)       $    (89,510)       $         --
Foreign Currency Translation Adjustment                      $     36,911        $     17,644        $    (19,267)
Accumulated Deficit through October 31, 2004                 $ (1,216,391)       $ (1,356,275)       $   (139,884)
                                                             ------------        ------------        ------------
Total shareholders equity                                    $  2,375,059        $    898,155        $ (1,457,637)
                                                             ============        ============        ============
Total Common Stock
Shares                                                         24,197,002          24,197,002                  --
Amount                                                       $     14,518        $     14,518        $         --
Additional paid in capital                                   $  3,308,021        $  1,990,268        $ (1,317,753)
</TABLE>


                                      F-39
<PAGE>

SUPERCLICK, INC. AND SUBSIDIARY
(FORMERLY GRAND PRIX SPORTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Cash Flows
For the Years Ended October 31, 2004 and 2003, and The Period August 24, 2000
(Date of Inception) to October 31, 2004 (Restatement)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Ten Months
                                                      Year Ended    Year Ended    Year Ended       Ended          Year Ended
                                                     October 31,   October 31,   October 31,     October 31,     October 31,
                                                    ---------------------------------------------------------------------------
                                                        2004          2004           2004            2004           2004
                                                    ------------------------------------------- -------------------------------
                                                     (Previously     (Restated)   (Difference)    (Previously      (Restated)
                                                      reported)                                     reported)
<S>                                                   <C>           <C>            <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                          $ (828,017)   $ (979,395)    $ (151,378)       $ (89,542)    $ (74,819)
    Adjustments to reconcile net loss
       to net cash used by operating activities
      Depreciation                                        17,045        17,045              -            1,834        27,414
      Amortization                                                           -              -                         13,993
      Compensation expense on intrinsic
         value of options issued                          86,475       134,822         48,347
      Stock issued for services                          315,154       315,154                                         8,974
      Stock converted to debt                                                                                       (169,440)
      Wrtite down of goodwill                            136,000                     (136,000)
      Deferred tax benefit                               (35,432)      (35,432)
      License imparment agreement                                            -              -                              -
      Abandonment of furniture and equipment               3,355         4,383          1,028                              -
      Loss on investment                                                     -              -                              -
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acqusition)
    (Increase) decrease in current assets:
      Accounts receivable                             (1,023,546)   (1,023,546)             -          129,155       (74,247)
      Other receivables                                    1,401         1,401              -          (11,897)       30,544
      Prepaid expenses                                   (15,117)      (15,117)             -             (804)         (117)
      Inventory                                         (350,974)     (350,974)             -           (1,029)       (6,218)
    Increase (Decrease) in current liabilities:
      Accounts payable and accrued expenses              616,385       616,385              -          (91,323)      106,165
      Accrued payroll                                    (43,414)      (43,414)             -          (10,267)       36,641
      Accrued other                                       (4,752)       (4,752)             -           16,353         5,611
      Deferred revenue                                   256,896       515,194        258,298                -             -
                                                   ------------------------------------------- --------------------------------
      NET CASH USED FOR OPERATING ACTIVITIES            (868,541)     (848,246)        20,295          (57,520)      (95,499)
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash to acquire Superclick Networks, Inc.                -             -              -         (145,000)      128,455
      Acqusition of furniture and equipment             (126,941)     (133,288)        (6,347)          (2,263)      (25,591)
                                                   ------------------------------------------- --------------------------------
      NET CASH USED FOR INVESTING ACTIVITIES            (126,941)     (133,288)        (6,347)        (147,263)      102,864
CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                             1,435,490     1,435,490              -          204,000             -
      Repayment of note payable                                -             -              -                -             -
      Related party loan                                 (22,920)      (22,920)             -            3,076        (9,119)
                                                   ------------------------------------------- --------------------------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES        1,412,570     1,412,570              -          207,076        (9,119)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                   39,068        25,120        (13,948)           9,082        (2,558)
NET INCREASE (DECREASE) IN CASH                          456,156       456,156              -           11,375        (4,312)
CASH, beginning of period                                 19,323        19,323              -            1,376        23,635
CASH acquired                                                  -             -              -            6,572             -
                                                   ------------------------------------------- --------------------------------
CASH, end of period                                    $ 475,479     $ 475,479            $ -         $ 19,323      $ 19,323
                                                   =========================================== ================================
Other non-cash investing and financing activities:
    License agreement acquired by issue of common stock        -             -              -                -             -
    Nordic Racing Limited acquired by issue of common stock    -             -              -                -             -
    Forgiveness of related party loan                          -             -              -                -             -
    Shares issued for acquisition                                                                    1,244,935       128,455
    Shares issued/(converted) to debt                                                                        -      (169,440)
    Shares issued for services                           315,154       315,154              -                          8,974
    Interest paid                                          2,112         2,112              -              232           232
    Taxes paid                                               800           800              -                -             -
</TABLE>

<TABLE>
<CAPTION>
                                                                    June 3, 1999    August 24, 2000   August 24, 2000
                                                      Year Ended   (Inception) to    (Inception) to   (Inception) to
                                                      October 31,    October 31,       October 31,      October 31,
                                                    -----------------------------------------------------------------
                                                          2004             2004          2004            2004
                                                    ---------------- ------------------------------------------------
                                                       (Difference)    (Previously     (Restated)    (Difference)
                                                                         reported)
<S>                                                       <C>         <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                              $ 14,723    $ (1,216,391)  $(1,356,275)     $ (139,884)
    Adjustments to reconcile net loss
       to net cash used by operating activities
      Depreciation                                          25,580          19,641        58,525          38,884
      Amortization                                          13,993           5,361             -          (5,361)
      Compensation expense on intrinsic
         value of options issued                                 -          86,475       134,822          48,347
      Stock issued for services                              8,974         315,154       324,128           8,974
      Stock converted to debt                             (169,440)              -             -               -
      Wrtite down of goodwill                                              136,000             -        (136,000)
      Deferred tax benefit                                                 (35,432)      (35,432)              -
      License imparment agreement                                -           4,639             -          (4,639)
      Abandonment 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 acqusition)
    (Increase) decrease in current assets:
      Accounts receivable                                 (203,402)       (894,391)   (1,099,673)       (205,282)
      Other receivables                                     42,441         (10,496)      (82,329)              -
      Prepaid expenses                                         687         (15,921)      (24,027)              -
      Inventory                                             (5,189)       (352,003)     (373,723)        (21,720)
    Increase (Decrease) in current liabilities:
      Accounts payable and accrued expenses                197,488         556,785       814,850               -
      Accrued payroll                                            -         (53,681)       12,223               -
      Accrued other                                        (10,742)         11,601         3,277               -
      Deferred revenue                                                     256,896       515,194         258,298
                                                   ---------------- ---------------------------------------------
      NET CASH USED FOR OPERATING ACTIVITIES               (84,887)     (1,091,093)   (1,104,057)       (506,968)
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash to acquire Superclick Networks, Inc.            273,455        (145,000)      128,455         273,455
      Acqusition of furniture and equipment                (23,328)       (131,281)     (215,944)        (84,663)
                                                   ---------------- ---------------------------------------------
      NET CASH USED FOR INVESTING ACTIVITIES               250,127        (276,281)      (87,489)        188,792
CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                (204,000)      1,807,975     1,649,381        (158,594)
      Repayment of note payable                                  -               -             -               -
      Related party loan                                   (12,195)        (19,844)            -               -
                                                   ---------------- ---------------------------------------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES           (216,195)      1,788,131     1,649,381        (158,594)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                    (11,640)         48,150        17,644         (30,506)
NET INCREASE (DECREASE) IN CASH                            (15,687)        468,907       475,479           6,572
CASH, beginning of period                                   22,259               -             -               -
CASH acquired                                               (6,572)          6,572             -          (6,572)
                                                   ---------------- ---------------------------------------------
CASH, end of period                                            $ -       $ 475,479     $ 475,479            $ (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 acquisition                       (1,116,480)      1,244,935       128,455      (1,116,480)
    Shares issued/(converted) to debt                     (169,440)
    Shares issued for services                               8,974         315,154       324,128           8,974
    Interest paid                                                -           2,344         2,344               -
    Taxes paid                                                   -             800           800               -
</TABLE>

                                      F-40