SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-KSB**





(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, 2007 oro
            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. 333-31238





**SUPERCLICK,
      INC.**


(Exact
      name of registrant as specified in its charter)




**Washington**
              
              **52-2219677**(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employer Identification Number)incorporation
                  or organization)




10222
      St-Michel BLVD., Suite 300


Montreal,
      Quebec, H1H 5H1


**** (Address,
      Including Zip Code, Including Area Code, Of Registrant's mailing address in
      Montreal)





**Registrant’s
      telephone number, including area code:**


**(514)
      847-0333**





**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 o




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. o




The
      Registrant’s revenues for the year ended October 31, 2007 were
      $4,782,703.




The
      aggregate market value of the Registrant's common stock held by non-affiliates
      of the Registrant on January 7, 2008 (based on the closing sale price of US
      $0.15 per share of the Registrant's common stock, as reported on
      Over-The-Counter Bulletin Board on that date) was approximately U.S. $5,595,742.
      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 7,
      2008
      was 42,130,806.





Transitional
      Small Business Disclosure Format (Check one): YES o NO x









TABLE
        OF
        CONTENTS


PAGEITEM
                NUMBER AND CAPTIONForward-Looking
                Statements
              
              1PART
                  I1.
              Description
                  of Business
              
              12.
              Description
                  of Property
              
              103.
              Legal
                  Proceedings
              
              114.
              Submission
                  of Matters to a Vote of Security Holders
              
              11PART
                  II5.
              Market
                  for Common Equity and Related Stockholder Matters
              
              116.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              167.
              Financial
                  Statements
              
              248.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              248A.
              Controls
                  and Procedures
              
              25PART
                  III9.
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act
              
              2610.
              Executive
                  Compensation
              
              2811.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              3212.
              Certain
                  Relationships and Related Transactions
              
              3313.
              Exhibits
                  and Reports on Form 8-K
              
              3314.
              Principal
                  Accountant Fees and Services
              
              36









**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**





Superclick,
      Inc. (“Superclick” or the “Company”) was founded on June 3, 1999 as a holding
      company with the primary objective of acquisitions.





Pursuant
      to a share purchase (the “Share Purchase Agreement”) agreement dated October 7,
      2003, Superclick, 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. (“SNI”) was organized on August 24, 2000, in Montreal, Quebec,
      Canada. SNI is a software development company in the business of providing
      and
      installing broadband high speed Internet connection equipment in hotels on
      a
      worldwide basis, and 24/7/365 customer support at it’s Montreal-based call
      center.





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





Pursuant
      to the Share Purchase Agreement, Superclick acquired 100% of the issued and
      outstanding shares of SNI from its shareholders. In consideration for acquiring
      all of SNI’s shares Superclick issued to SNI’s shareholders 14,025,800 shares of
      Superclick, Inc.’s common stock. As a result of the acquisition, the former
      shareholders of SNI 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 shareholders. In addition, and pursuant to the Share
      Purchase Agreement, Superclick changed its year-end to October 31 to coincide
      with the year-end of SNI. In October, the Company also retroactively affected
      a
      1 for 6 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





The
      Company emerged from the development stage during the year ended October 31,
      2005. The primary objective is to continue to expand the installed room base
      throughout North America, Europe, Latin America and the Caribbean, and to
      provide 24/7/365 customer support. At present, the Company has installed its
      IP
      management products in approximately 100,000 rooms.





In
      order
      to manage existing corporate overhead and to finance capital expenditures on
      installations we will continue to rely on cash advances from shareholders,
      as
      well as to seek additional debt or equity financing. We will also attempt to
      reduce operating expenses. However, there can be no assurance that any such
      additional financing will be available on terms, in amounts, or at timing
      acceptable to us, if available at all.




**BUSINESS**





Superclick
      provides IP-based data management solutions via its SIMS (“Superclick Internet
      Management System”) supported by a 24/7/365 customer support center to the
      hospitality market. SIMSTM is Linux-based software, typically referred to as
      Visitor-Based Networking (VBN) software, which manages the provisioning, and
      administration of Internet access over private and local area networks (“LANS”).





We
      market
      and install SIMSTM as part of a turnkey hardware and software deployment for our
      customers and also provide guest service support through our 24/7/365 helpdesk.
      SIMSTM is typically deployed with hardware which provides High Speed Internet
      Access (HSIA) via Ethernet, DSL, WiFi or in combination. Our SIMSTM platform has
      been successfully deployed in approximately 575 hotels throughout North America,
      Europe and the Caribbean.





Our
      customers include the Fairmont Raffles Hotels, Four Seasons Hotels Limited,
      Commonwealth Hospitality Group, InterContinental Hotels Group, Mandarin
      Oriental Hospitality Group ,
      Candlewood Suites, Staybridge Suites, Comfort Inn, Crowne Plaza, Doubletree,
      Fairfield Inn, Four Points by Sheraton, Hampton Inn & Suites, Hilton,
      Holiday Inn, Hampton Inn, JW Marriott, Novotel, Quality Suites, Radisson,
      Residence Inn, Sheraton, Westin and Wyndham.





2




*Business
      Model*





Our
      current business model is to provide our customers with a turnkey installation
      of a SIMSTM-based HSIA system. Customers purchase the hardware, software and
      installation services outright, retaining control of how the service is marketed
      to guests and other users, as well as any associated revenue charged. This
      component of our business model provides us with one-time revenue.





We
      also
      provide customers with 24/7/365 guest support services through toll-free access
      to our Montreal-based helpdesk. This service carries a flat fee on a per-room,
      per-year basis. As customers are added to our client-list, the customer support
      revenue grows accordingly. This provides the Company with a second source of
      revenue, which is recurring.





In
      addition, we continue to develop a suite of “IP (Internet Protocol) services”
with revenue generating applications that allow customers in select markets
      with
      the ability to leverage their Internet infrastructure to increase revenues
      and
      increase their potential return on investment. We are able to create revenue
      sharing arrangements with hotels based on these applications, creating yet
      another potential revenue stream to its business model.




**COMPETITION**





Most
      of
      our business is awarded by hoteliers and property management companies through
      competitive procurements. The Internet management services industry is highly
      competitive and 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, and price.





We
      have
      many competitors that contend for the same customers. They are competent,
      experienced and range in size from several hundred of thousands of dollars
      in
      annual revenue to several million of dollars in annual revenue. Many of our
      competitors also have significantly greater resrouces than we do. Approximately
      50% of our revenue is based on one time installation type sales and we continue
      to look at ways to improve our recurring revenue model through service and
      customer support. We have achieved a level of trust with each of our clients
      that is comfortable, but not secure. We recognize that our niche areas are
      desirable to other professional service firms, and we continuously seek to
      improve within these niches rather than expanding to new areas.





3




**INTELLECTUAL
      PROPERTY AND OTHER PROPRIETARY RIGHTS**





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 name in our industry. 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.





On
      November 19, 2007, we filed an application for patent pursuant to the
      regulations of the United States Patent and Trademark Office (USPTO). The law
      firm of Fish & Richardson P.C. was engaged to advise and assist us with the
      filing.





**RISK
      FACTORS**





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





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





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





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




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




4





**Risks
      Related To Our Business:**





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





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





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


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


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


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


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


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


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


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


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




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





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




5





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




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





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





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





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





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





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


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


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


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


·
            the
                extent of competitors' responsiveness to customer needs.





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




6





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





International
      operations create special risks, including:





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


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


·
            cultural
                differences that adversely affect utilization;


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


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


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


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


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





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





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





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





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




7





**There
      are risks associated with our planned growth.**





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





**The
      sales cycle for our products is lengthy and unpredictable.**





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





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





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





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





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




8





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





**Risks
      Relating To Our Common Stock:**





**There
      is a limited market for our common stock.**





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





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




As
      of
      October 31, 2007, we had exercisable stock options outstanding to purchase
      14,462,356 shares of common stock, warrants to purchase 1,165,997 shares of
      common stock, and convertible debentures convertible in accordance with a
      formula based on the 45 day trailing average price of our common stock. To
      the extent such options or warrants are exercised and convertible notes are
      converted, there will be further dilution. In addition, in the event that any
      future financing should be in the form of securities convertible into, or
      exchangeable for, equity securities, investors may experience additional
      dilution upon the conversion or exchange of such securities.




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





As
      of
      January 7, 2008, a total of 10,666,487 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.





9




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





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




**ITEM
      2:**  **DESCRIPTION
      OF PROPERTY**




Our
      research and development activities and administrative offices are located
      in
      Montreal, Quebec, Canada. Superclick, Inc. does not own any real property.
      The
      following information presents certain information about our leased properties:


Location
              
              Approximate
                Square
                  Feet
              
              Date
                  Current
                Expires
              
              Monthly
                  Rent10222
                  Boul. St-Michel Suite 300
              
              
              6,750
                  sq. ft.
              
              
              Sept.
                  30, 2009
              
              
              US$5,699Montreal,
                  Quebec H1H 5H1 Canada





10





**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.




**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 closing 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
              
              High2006First
                  Quarter
              
              $
              .07
              
              $
              .22Second
                  Quarter
              
              $
              .08
              
              $
              .15Third
                  Quarter
              
              $
              .03
              
              $
              .09Fourth
                  Quarter
              
              $
              .04
              
              $
              .072007First
                  Quarter
              
              $
              .04
              
              $
              .07Second
                  Quarter
              
              $
              .06
              
              $
              .13Third
                  Quarter
              
              $
              .07
              
              $
              .26Fourth
                  Quarter
              
              $
              .18
              
              $
              .25




On
        January 7, 2008, the closing price was $0.15 for our stock.


**Holders**





There
      are
      approximately sixty-two (62) holders of record of common equity as of January
      7,
      2008.




11





**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 our 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**





*The
      2004 Incentive Stock Option Plan*





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





The
      total
      number of shares of Stock set aside for Awards may be granted under the Plan
      is
      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.





During
      the year ended October31, 2005, the Board of Directors authorized an increase
      in
      the shares allotted under the plan to 3,500,000 shares.





During
      the year ended October 31, 2006, the Board of Directors authorized an increase
      in the shares allotted under the Plan to 30,000,000 shares. Also, during fiscal
      year 2006, 111,667 options were canceled due to employee terminations, 376,250
      options that were out-of-the-money at $0.50 and $0.60 were exchanged for new
      options at $0.05 to purchase 15,523,750 shares and no options were exercised.
      The balance of options outstanding at the end of the year was 16,732,148. The
      Company granted 15,900,000 fully vested options to employees on October 30,
      2006
      and valued the options utilizing the Black Scholes Option Pricing Model with
      the
      following inputs: Risk-free interest rate 4.67%, Volatility 37% (here we used
      the standard deviation of closing share prices from November 1, 2002 through
      October 30, 2006, or 4 years), duration of 4 years, strike price of $.05, which
      yielded a per share fair market value of $.0179. The Company recognized $285,078
      of compensation expense related to the 15,900,000 grants and $83,551 for
      previously granted options bringing the total recognized option related
      compensation expense for the fiscal year ended October 31, 2006 to $368,629.
      The
      Company has recorded compensation expense of $767,017 through October 31, 2006.




12





During
      the year ended October 31, 2007, 490,000 options were exercised resulting in
      $24,500 to the company and the issuance of 490,000 shares of common stock.
      An
      additional 230,000 options were exercised on October 31, 2007 resulting in
      $11,500 received with shares issued in four tranches of 57,500 per month
      subsequent to the fiscal year ended October 31, 2007. Also, during the year,
      the
      Company canceled 1,549,792 options (874,792 options due to employee terminations
      and 675,000 voluntary cancellations from upper management).





The
      following table summarizes the Company's stock option activity for the year
      ended October 31, 2007:


2007Weighted
                  AverageShares
              
              Exercise
                  PriceOutstanding
                  at beginning of year
              
              
              16,732,148
              
              $
              0.07Granted
              
              
              -
              
              
              -Forfeited
              
              
              (1,549,792
              )
              
              0.05Exercised
              
              
              (720,000
              )
              
              0.05Outstanding
                  at end of year
              
              
              14,462,356
              
              $
              0.07Options
                  exerciseable at year end
              
              
              14,462,356


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





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





13





The
      Stock
      Incentive Plan has 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.





**Common
      Stock**





*Private
      Placement and Warrant Activity*





During
      the year ended October 31, 2005, 100,000 “A” Warrants were exercised resulting
      in gross proceeds of $60,000. None of these warrants were exercised during
      fiscal year 2006 and 2007. During fiscal year 2007, 1,899,999 of these warrants
      expired leaving 200,000 outstanding as of October 31, 2007.





In
      August
      of 2005, we issued $2,250,000 of convertible debentures with 965,997 warrants
      attached. These warrants were outstanding as of October 31, 2007.





*Stock
      Issued for Debt Repayment*





During
      the year ended October 31, 2006, the Company issued 4,618,993 shares of common
      stock in exchange for $176,420 of interest payable and 1,158,838 shares of
      common stock in exchange for $50,000 of principle related to the convertible
      debentures.





During
      the year ended October 31, 2007, the Company issued 2,094,503 shares of common
      stock in exchange for $87,512 of interest payable and 2,751,856 shares of common
      stock in exchange for $115,000 of principle related to the convertible
      debentures.





*Stock
      issued for Services*





During
      the year ended October 31, 2006, the Company issued 1,355,355 shares to the
      members of the Board of Directors for services rendered. Total value of the
      issuances was $77,500. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.





14


During
        the year ended October 31, 2007, the Company issued 867,429 shares for services
        with 380,122 to directors for services rendered valued at $39,472, 75,000
        shares
        to outside advisors valued at $17,250, 412,307 shares to our Chairman, Todd
        Pitcher for services rendered valued at $32,984 (See Note N) and 141,656
        shares
        issued in November 2008 for which the Company accrued $19,832 for director
        compensation as of October 31, 2007 as reflected in out statement of
        shareholder’s equity bringing the total value of stock issued and to be issued
        to $109,538 during 2007. Value for shares issued for services is based on
        fair
        market value of our stock on the date of issuance.


*Stock
      Options*





On
      October 30, 2006 the Board of Directors increased the employee stock option
      pool
      established by the employee stock option plan to 30,000,000 from
      3,500,000.





During
      the year ended October 31, 2006, 111,667 options were canceled due to employee
      terminations, 376,250 options were exchanged for new options, 15,523,750 shares
      were granted and no options were exercised. The balance of options outstanding
      at the end of the year was 16,732,148. The Company granted 15,900,000 fully
      vested options to employees on October 30, 2006 and valued the options utilizing
      the Black Scholes Option Pricing Model with the following inputs: Risk-free
      interest rate 4.67%, Volatility 37% (here we used the standard deviation of
      closing share prices from November 1, 2002 through October 30, 2006, or 4
      years), duration of 4 years, strike price of $.05 and spot price of $.05, which
      yielded a per share fair market value of $.0179. Of the 15,900,000 grants,
      376,250 represent new shares issued in place of previously granted shares which
      were deeply out-of-the-money and cancelled in conjunction with the new grants.
      The Company recognized $285,078 of compensation expense related to the
      15,900,000 grants and $83,551 for previously granted options bringing the total
      recognized option related compensation expense for the fiscal year ended October
      31, 2006 to $368,629. The Company has recorded compensation expense of $767,017
      through October 31, 2006.





During
      the year ended October 31, 2007, 490,000 options were exercised resulting in
      $24,500 to the company and the issuance of 490,000 shares of common stock.
      An
      additional 230,000 options were exercised on October 31, 2007 with the exercise
      price of $11,500 received and shares issued in November 2007. Also, during
      the
      year, the Company canceled 1,549,792 options (874,792 options due to employee
      terminations and 675,000 voluntary cancellations from upper
      management).





**Warrants**





At
      October 31, 2007 the Company had 200,000 "A" Warrants and 965,997 warrants
      related to convertible debentures outstanding entitling the holder thereof
      the
      right to purchase one common share for each warrant held as
      follows:




Warrant
                  Class
              
              Number
                  of
                Warrants
              
              Exercise
                  Price Per Warrant
              
              Expiration
                  DateA
              
              
              200,000
              
              $
              0.60
              
              
              3/30/08Subtotal
              
              
              200,000Debenture
              
              
              735,370
              
              
              >or=to
                  $0.30
              
              
              7/31/2010Debenture
              
              
              230,627
              
              
              >or=to
                  $0.30
              
              
              8/17/2010Subtotal
              
              
              965,997Total
              
              
              1,165,997





15





**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 our Consolidated
      Financial Statements and the notes thereto and the other information included
      in
      this Annual Report on Form 10-KSB.





**Overview**





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




16





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





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





Here
      are
      some of the significant milestones achieved during FY 2007:





·
            March
                15, 2007, launched a Technology Assessment Program (TAP) to provide
                its
                hotel customers with a better understanding of their network environment
                and how to provide guests with a world-class high-speed Internet
                access
                (HSIA) guest experience.





·
            March
                29, 2007 completed a $200,000 installation of wired and wireless
                high
                speed Internet access and management services at the historic Willard
                InterContinental Washington hotel in Washington
                DC.





·
            June
                5, 2007, announced a $2.1 Million support and deployment contract
                from
                large Telecom carrier.





·
            October
                3, 2007, announced appointment of new member to the board of Directors
                -
                Wendy Borow-Johnson.





·
            October
                31, 2007, prepared for full patent application for
                MDS.




***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. We base our estimates and assumptions on historical experience,
      observance of industry trends and various other sources of information and
      factors. Actual results may differ from these estimates. Critical accounting
      policies are defined as those that are reflective of significant judgments
      and
      uncertainties, and potentially could result in materially different results
      under different assumptions and conditions. In consultation with our Board
      of
      Directors, we have identified six  accounting
      principles that we believe are key to an understanding of our financial
      statements. These important accounting policies require management's most
      difficult, subjective judgments.





17





***Revenue
      Recognition***





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





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





***Accounts
      receivable***





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





***Inventories***





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





***Income
      taxes***





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




18





***Foreign
      Currency Translation***





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





***Deferred
      Taxes***





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





At
      October 31, 2006 a valuation allowance for the full amount of the net deferred
      tax asset was recorded because of uncertainties as to the amount of taxable
      income that would be generated in future years. The valuation allowance
      increased by approximately $312,500 for the year ended October 31, 2006,
      assuming a tax rate of 40%.





During
      the year ended October 31, 2007, our U.S. based operation had net income of
      approximately $233,500. Upon application of the subsidiary’s NOL the remaining
      NOL is $5,748,198. If the Company did not have an NOL carry forward taxes
      payable of approximately $93,400, based on a 40% tax rate, would have been
      payable as of October 31, 2007.


United
                  States Corporation Income TaxesYear
                  of Loss
              
              Amount
              
              Expiration
                  DateOctober
                  31, 2006
              
              $
              781,283
              
              
              October
                  31, 2026October
                  31, 2005
              
              
              3,969,331
              
              
              October
                  31, 2025October
                  31, 2004
              
              
              898,697
              
              
              October
                  31, 2024October
                  31, 2003
              
              
              53,638
              
              
              October
                  31, 2023December
                  31, 2002
              
              
              45,349
              
              
              December
                  31, 2022$
              5,748,298
  19





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





During
      the year ended October 31, 2007, our wholly owned Canadian subsidiary generated
      net income for tax purposes of approximately $948,000 CDN (approximately
      $997,900 USD). However, application of the subsidiary’s NOL resulted in zero tax
      liability as of October 31, 2007. If the Canadian subsidiary did not have an
      NOL
      carry forward approximately $320,000 would have been payable to the Federal
      and
      Provincial authorities based on a combined tax rate of approximately 32%. The
      subsidiary’s Federal and Provincial NOL carry forward balances as of November 1,
      2007 are as follows:


Canadian
                  Income Taxes (Stated in CAD)Year
                  of Loss
              
              Federal
              
              Provincial
              
              Expiration
                  DateOctober
                  31, 2006
              
              $
              221,790
              
              $
              312,532
              
              
              October
                  31, 2025October
                  31, 2005
              
              
              -
              
              
              43,125
              
              
              October
                  31, 2014$
              221,790
              
              $
              355,657
  The
      Company receives tax credits for research and development activities from
      Revenue Canada, as illustrated below. Deferred tax credits from Revenue Canada
      associated with its research and development activities were fully allowed
      for
      in the fiscal year ended October 31, 2006 and prior. Given the results of
      operations during the year ended October 31, 2007, the Company determined that
      it was more likely than not that the credits would be available for use, thus
      no
      valuation allowance was made for the year ended October 31, 2007. As a result,
      the Company has recognized approximately $74,000 USD in tax credits available
      for future use.


(Amounts
                  in Canadian Dollars)
              
              **October
                  31, 2007**Deferred
                  tax asset
              
              
              245,467Less:
                  Valuation allowance
              
              
              (175,151
              )Net
                  deferred tax asset
              
              
              70,316





In
      addition, the Company receives reimbursement of research and development
      activities from the Province of Quebec beyond the tax credits described above.
      As of October 31, 2007, the Company recognized approximately $44,000 as a
      receivable for those research and development activities.




**Results
      of Operations**





**Twelve
      Months Ended October 31, 2007 And 2006**





***Revenue***





During
      the year ended October 31, 2007, revenue increased $836,392 or 21.2% to
      $4,782,703 compared to $3,946,311 for the year ended October 31, 2006. The
      favorable sales variance was mainly due to increases in support activity. During
      the year, we were able to secure and put into place support contracts with
      existing and newly acquired clients thus resulting in an increase in recurring
      support revenue.




20




***Gross
      Profit***





Gross
      profit for the year ended October 31, 2007 increased by $686,835 or 41.3% to
      $2,350,719 compared to $1,663,884 for
      the
      year ended October 31, 2006 .
      Gross
      margin for the current year was 49.2% compared to 42.2% the previous year. The
      improvement in gross profit was mainly due to increased efficiency in the
      operation of the services department. This, along with securing more support
      contracts, produced favorable gross
      profit and margin variances.





***Selling,
      General and Administrative***





For
      the
      years ended October 31, 2007 and 2006, selling, general and administrative
      expenses were $1,388,927 and $2,418,059, respectively. The $1,029,132 or 42.6%
      favorable variance was the result of the implementation of a restructuring
      plan
      in 2006 that addressed overall SG&A costs. The plan has been successful and
      as a result, the business was operating more efficiently and material savings
      in
      SG&A were realized during the fiscal year ended October 31, 2007.





***Research
      and Development***





For
      the
      years ended October 31, 2007 and 2006, research and development expense was
      $164,614 and $282,915, respectively. The $118,301 year-over-year decrease was
      mainly due to the recording of SR&ED tax credits and receivable in the
      amount of $116,762 which reduces the expense by the same amount.





***Income
      (Loss) from operations***





The
      Company experienced income from operations for the year ended October 31, 2007
      of $732,403 or 15.3% of net revenue compared to a loss from operations for
      the
      year ended October 31, 2006 of ($1,112,439) or (28.2%) of net revenue - a
      $1,844,842 or 165.8% improvement. Due to favorable variances in essentially
      all
      areas of the business, the Company reported significant operational income
      compared to the previous year.





***Other
      Income and Expense***





Interest
      expense for the years ended October 31, 2007 and 2006 was $281,308 and $266,378,
      respectively. The expense represents interest due on notes payable to the former
      shareholders of Hotel Net LLC, as well as to Chicago Venture Partners, and
      Superclick Co-Investment Fund as holders of our convertible debentures.




21





With
      respect to the convertible debentures, during the year ended October 31, 2006,
      we recognized non-cash amortization expense related to the beneficial conversion
      feature, deferred financing costs and warrant discount in the amount of
      $292,896, $161,250 and $514,983, respectively, compared to no such expense
      during fiscal year 2007. In addition, during the years ended October 31, 2007
      and 2006, we recognized a derivative loss of $17,771 and gain of $193,006,
      respectively, related to the warrants which were issued in connection with
      the
      convertible debentures.





During
      the year ended October 31, 2007, we recognized a $357,078 gain on the
      forgiveness of debt related to the renegotiation of certain notes payable to
      the
      former shareholders of Hotel Net LLC, which resulted in a gain of $45,671;
      the
      forgiveness of $100,000 of our convertible debentures and, $211,407 of accounts
      payable which were assessed as not due.





As
      a
      result, the total other income and expense for the year ended October 31, 2007
      was $85,004 income compared to an expense of ($1,287,165) the previous
      year.





***Net
      Income (Loss)***





The
      net
      income for the year ended October 31, 2007 was $817,407 or 17.1% of net revenue
      compared to a loss of ($2,399,604) or (60.8%).





***Net
      Income (Loss) Per Common Share***





For
      the
      years ended October 31, 2007, the net income per common share basic was $0.020
      and $0.011 fully diluted, compared to a loss per common share of ($0.081) basic
      and diluted for the year ended October 31, 2006. The basic and fully diluted
      weighted average shares for the current fiscal year end was 40,389,388 and
      72,293,556, respectively. The basic weighted average shares for the year ended
      October 31, 2006 was 29,755,285.





**FINANCIAL
      CONDITION**





From
      inception to October 31, 2007, we have incurred an accumulated deficit of
      $7,423,997. This loss has been incurred through a combination of professional
      fees and expenses supporting our plans to acquire synergistic businesses as
      well
      as continued operating losses. However, in the current year we have experienced
      notable organic growth resulting in a larger customer base. Net revenue has
      grown 21.2% producing a net profit margin of 17.1% for the year ended October
      31, 2007.





We
      have
      financed our operations since inception primarily through debt and equity
      financing. During the year ended October 31, 2007 we had a net decrease in
      cash
      of $130,329. Total cash resources as of October 31, 2007 was $789,591 compared
      with $919,920 at October 31, 2006.




22





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





***The
      Company's Liquidity Plan***





Recent
      operating results have slightly alleviated concerns about our ability to
      generate cash flow from operations. Net income for the year ended October 31,
      2007 was $817,407 compared to a net loss of $2,399,604 for the year ended
      October 31, 2006 and the operations provided $686,376 of cash versus $431,673
      for the year ended October 31, 2006.





During
      the year ended October 31, 2007, the Company has financed operations solely
      with
      cash generated through sales and the collection of its accounts
      receivable.





The
      Hotel
      Net LLC notes matured on January 1, 2007. Four of the five notes were canceled
      and replaced with new notes that do not accrue interest and mature December
      31,
      2009. The remaining note is anticipated to be renegotiated in the near future.
      The new balance for notes payable at October 31, 2007 is $283,000.





During
      the year ended October 31, 2007, we issued 4,846,359 shares of Common Stock
      in
      exchange for $202,512 of principle debt and accrued interest of our convertible
      debentures.





During
      the year ended October 31, 2007, we issued 867,429 shares of Common Stock in
      exchange for services with a total value of $89,706. Subsequent to year end
      we
      issued an additional 141,656 shares for directors services performed in fiscal
      2007 for which a payable was accrued in the amount of $19,832.





Our
      independent registered public accountants, Bedinger and Company, have indicated
      that our financial statements have been prepared assuming our company will
      continue as a going concern. As such, Bedinger and Company has noted that our
      company has suffered past recurring losses from operations resulting in an
      accumulated deficit and significant debt that raise doubt about our ability
      to
      continue as a going concern.





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




23





***Off-Balance
      Sheet Arrangements***





At
      October 31, 2007 we had no obligations that would qualify to be disclosed as
      off-balance sheet arrangements.





***Contractual
      Obligations***





*Equipment
      loan obligation:* Loan
      obligation relates to computer equipment used in our Montreal office. The loan
      term extends through September 28, 2009 at a rate of $1,575 per month.





At
      October 31, 2007, our equipment loan obligation is as follows:





2008
            
            $
            15,4402009
            
            $
            20,780$
            36,220





*Operating
      lease obligations:* Operating
      lease obligations consist of office rental commitment for our offices in
      Montréal, Québec, Canada. On October 1, 2004 we began a lease for office space
      in Montréal. The lease extends through September 30, 2009 at a rate of $5,669
      per month.





At
      October 31, 2007, our contractual obligations under this lease were as follows:





2008
            
            $
            68,0282009
            
            $
            62,689$
            130,717





***Inflation***





Although
      our operations are influenced by general economic conditions, we do not believe
      inflation had a material effect on the results of operations during the year
      ended October 31, 2007. However, there can be no assurance our 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. 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.





24





**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 Chief Executive Officer and Chief Financial Officer (who is the
      principal accounting officer). Both evaluated the effectiveness of the Company’s
      disclosure controls and procedures as of the end of the period covered by this
      report and noted a control deficiency with respect to item (c) below.





(b)
            Changes
                in internal controls




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





(c)
            Restatement





In
      October 2007, we discovered the following items that resulted in our restatement
      of our 10-KSB for the year ended October 31, 2006 and our quarterly filings
      for
      the quarters ended January 31, 2007, April 30, 2007 and July 31,
      2007:




1.
            We
                have reclassified the extraordinary loss-write-off of goodwill from
                acquisition in the Statement of Operations for the year ended October
                31,
                2005 to Costs and Expenses pursuant to SFAS 142, paragraph 43. This
                affected the 10-KSB for the year ended October 31, 2006
                only.





2.
            In
                the Consolidated Statement of Comprehensive Income we have eliminated
                the
                derivative gain/(loss) since it is already reflected in the Statement
                of
                Operations and is not a comprehensive income item. This affected
                all of
                our aforementioned filings.





3.
            In
                the Consolidated Statement of Cash Flows we have reclassified $225,000
                of
                penalty interest on convertible debenture from cash flows from financing
                activities to cash flows from operating activities since this is
                a noncash
                expense. This affected the 10-KSB for the year ended October 31,
                2006
                only.




25


4.
            We
                have revised our footnote related to our stock incentive plan to
                include
                all the information required by SFAS 123r, paragraphs 64 and 84.
                This
                affected all of our filings as stated
                above.





5.
            We
                adjusted the 2005 consolidated statement of shareholder’s equity
                additional paid-in-capital by $127,600 from $4,646,360 at October
                31, 2005
                to $4,773,960 and increased the goodwill impairment loss by $127,600
                in
                the consolidated statement of operations to reflect the repayment
                of Hotel
                Net LLC (fiscal year 2005 acquisition) shareholders. This effected
                out
                10-KSB for the year ended October 31, 2006
                only.





6.
            In
                the Consolidated Balance Sheet for October 31, 2007, we included
                a $73,700
                cumulative effect adjustment related to fiscal years 2005 ($41,068)
                and
                2004 ($32,632) for Canadian Provincial Research and Development Tax
                Credits by increasing the accumulated deficit and accounts payable.
                Pursuant to SFAS 154 and SAB 108, we are not required to adjust our
                previously filed 10-KSB for this cumulative effect adjustment. However,
                we
                have elected to do so given that we are amending the October 31,
                2006
                10-KSB for the other items noted above. This affected all of our
                filings
                as stated above.




**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, 2007, our
      executive officers, directors and key employees, their positions and their
      ages
      are as follows:





DIRECTORS
      AND EXECUTIVE OFFICERS


Name
              
              Age
              
              PositionTodd
                  M. Pitcher
              
              39
              
              Chairman
                  of the BoardSandro
                  Natale
              
              39
              
              CEO,
                  President and DirectorJean
                  Perrotti
              
              45
              
              CFO
                  and Principal Accounting OfficerPaul
                  Gulyas
              
              50
              
              DirectorGeorge
                  Vesnaver
              
              50
              
              DirectorWendy
                  Borow-Johnson
              
              50
              
              Director
  26





**EXECUTIVE
      OFFICERS AND DIRECTORS**





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. In addition,
      Mr. Pitcher served as Chief Financial Officer and Principal Accounting Officer
      for the period of April 2005 through the year ended October 31, 2005. 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
      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.





SANDRO
      NATALE was officially appointed President and CEO November 16, 2006. Previously,
      he 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
      has 18 years experience in the technology and system integration business.
      Prior
      to joining the Superclick Networks Team in 2001, Mr. Natale was President and
      of
      founder of I.T.S services a successful IT services integrator which was later
      sold to GSI Technologies. Mr. Natale served as V.P. of sales and marketing
      where
      he assumed increasing responsibilities in various organizational units,
      including, revenue planning, regulation, marketing, sales operations and
      information systems. Mr. Natale holds a computer science degree from Dawson
      College.





JEAN
      PERROTTI - CHIEF FINANCIAL OFFICER. Mr. Perrotti has been CFO and Principal
      Accounting Officer for our Company since November 2005. Mr Perrotti was most
      recently a senior consultant providing CFO assistance to a variety of industries
      including SOX consulting services. Before managing a successful consulting
      career, he held various senior financial roles including CFO of Normex Telecom
      Inc / Cygnal Technologies Inc a leading Canadian provider of network
      communication solutions. Prior to joining Cygnal, Mr. Perrotti held
      Controllership positions with a food ingredient manufacturer and a fashion
      belt
      manufacturer. Mr. Perrotti began his career as a financial auditor with a public
      accounting firm situated in Montreal. Mr. Perrotti holds a Bachelor Degree
      of
      Commerce from Concordia University, is a member of the Order of Certified
      General Accountants of Canada, a member of the Association of Certified Design
      Accountants, an accredited member of the Guild of Industrial, Commercial and
      Institutional Accountants, a member of the European Accounting Association
      and
      an affiliate member of the Association of International
      Accountants.





GEORGE
      VESNAVER - Mr. 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.




27





PAUL
      GULYAS - Mr.
      Gulyas has more than 27 years of diverse industrial experience in IT systems
      and
      products, military/government systems, air traffic and vessel traffic management
      systems as well as border control and security solutions in companies from
      the
      very small to the very large. He is currently responsible for the OEM program
      within IBM Canada's mid-market business unit. Previously he was President of
      IOTA Information Management and is a founding partner of the consulting firm
      TACTexe Incorporated. Mr. Gulyas has a BSc in Physics from McMaster University
      in Hamilton, Ontario.





WENDY
      BOROW-JOHNSON - Ms. Borow-Johnson currently serves as President of Media for
      Boomj.com Inc., a lifestyle and social network portal for Baby-Boomers and
      Generation Jonesers. Previously, she was President of Healthy Living Channel
      and
      served as the Senior Vice President of The Networks Group of Turner Media Group,
      Inc. She has won NY Film Festival Gold and Silver Medals, The International
      Medical Film Festival’s Freddie Award, the PRSA’s Golden Anvil and was awarded
      the Women in Communications Sky Award as well as being honored with the American
      Medical Writers Alvarez Award.




**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, 2007.





**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 2007 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 2007.


**SUMMARY
                  COMPENSATION TABLE**
  Long
                  Term CompensationAnnual
                  Compensation
              
              Awards
              
              Payouts(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)Name
                  and Principle Position
              
              Year
              
              Salary
                  ($)
              
              Bonus
                  ($)
              
              Other
                  Annual Compensation ($)
              
              Restricted
                  Stock Award(s) ($)
              
              Securities
                  Underlying Options/SARs (#)
              
              LTIP
                  Payouts ($)
              
              All
                  Other Compensation ($)Sandro
                  Natale, CEO
              
              
              2007
              
              $
              150,259
              
              
              
              
              
              —
              
              
              —
              
              
              (900,000
              )
              
              —
              
              
              —2006
              
              $
              143,787
              
              
              —
              
              
              —
              
              
              —
              
              
              4,500,000
              
              
              —
              
              
              —2005
              
              $
              141,391
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Jean
                  Perrotti, CFO
              
              
              2007
              
              $
              109,008
              
              $
              27,252
              
              
              —
              
              
              —
              
              
              (600,000
              )
              
              —
              
              
              —2006
              
              $
              103,365
              
              $
              32,065
              
              
              —
              
              
              —
              
              
              3,000,000
              
              
              —
              
              
              —2005
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —





28




**OPTIONS
      AND STOCK APPRECIATION RIGHTS**





During
      the year ended October 31, 2007 no options or stock appreciation rights were
      granted.





The
      Company has recorded option compensation expense of $767,017 from inception
      through October 31, 2007.





**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**





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





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





The
      Stock
      Incentive Plan has 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.




29





During
      the year ended October 31, 2007, the Company issued 380,122 shares to directors
      for services rendered valued at $39,472 and accrued an additional $19,832 which
      141,656 shares of common stock were issued in November 2008. Value for shares
      issued for services is based on fair market value of our stock on the date
      of
      issuance. The following table shows director compensation earned during the
      year
      ended October 31, 2007:


Name
              
              Fees
                  earned or paid in cash
              
              Stock
                  awards
              
              Option
                  awards
              
              Non-equity
                  incentive plan compensation
              
              Nonqualified
                  deferred compensation earnings
              
              All
                  other compensation
              
              TotalChirag
                  Patel
              
              
              -
              
              $
              11,731
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              11,731Paul
                  Gulyas
              
              
              -
              
              $
              17,907
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              17,907George
                  Vesnaver
              
              
              -
              
              $
              17,907
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              17,907Todd
                  Pitcher
              
              
              -
              
              $
              9,426
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              9,426Wendy
                  Borow-Johnson
              
              
              -
              
              $
              2,333
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              2,333Total
              
              
              -
              
              $
              59,304
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              59,304


From
      inception through October 31, 2007, the Company has issued 2,110,650 shares
      to
      our directors under this stock incentive plan.





*The
      2004 Incentive Stock Option Plan*





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




30





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.





**Options
      Exercised In Last Fiscal Year And Fiscal Year-End Option
      Values**





During
      the year ended October 31, 2007, (1) 490,000 options were exercised resulting
      in
      $24,500 to the company and the issuance of 490,000 shares of common stock;
      (2)
      230,000 options were exercised on October 31, 2007 resulting in $11,500
      receivable and shares issued post fiscal year end.; (3) the Company canceled
      1,549,792 options (874,792 options due to employee terminations and 675,000
      voluntary cancellations from upper management), and (4) Upper management
      transferred 1,575,000 options already issued in their names to the holder of
      our
      convertible debentures resulting in the reduction of $100,000 of principle
      of
      our convertible debentures.





As
      of
      October 31, 2006, the Company had 14,462,356 outstanding options all of which
      were exercisable. The value to the company of the exercisable options based
      on
      their actual strike prices is $956,053.





**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 reward 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.




31





*Employment
      Agreements with Executive Officers*





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





**EMPLOYMENT
      AGREEMENTS**





SANDRO
      NATALE - Mr. Natale's employment with us is governed by an employment agreement
      entered into between he and Superclick, Inc. The agreement provides for term
      of
      employment that may be extended for additional one (1) year periods. Mr. Natale
      was entitled to receive a base salary equal to CDN $120,000 *plus* 2%
      commission over-ride on new sales.





JEAN
      PERROTTI Mr. Perrotti's employment with us is governed by an employment
      agreement entered into between he and Superclick, Inc. The agreement provides
      for term of employment that may be extended for additional one (1) year periods.
      Mr. Perrotti was entitled to receive a base salary equal to CDN $120,000 and
      bonus based on certain thresholds being met.





**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, 2007, 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 10222 St-Michel BLVD., Suite
      300


Montreal,
      Quebec, H1H 5H1.


**Name**
              
              **Shares
                  Beneficially Owned**
              
              **Percent
                  of Class**Sandro
                  Natale (Canada)
              
              
              6,589,430
              
              
              9.82
              %Jean
                  Perrotti (Canada)
              
              
              2,400,000
              
              
              3.58
              %Todd
                  M. Pitcher
              
              
              823,540
              
              
              *George
                  Vesnaver (Canada)
              
              
              447,168
              
              
              *Paul
                  Gulyas (Canada)
              
              
              424,068
              
              
              *Wendy
                  Borow-Johnson
              
              
              0
              
              
              *All
                    Officers and Directors as a Group
              
              
              10,684,206
              
              
              15.92
              %(*)
                  means less than 1.0%




32





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Mr.
      Pitcher, Chairman of our company, provides consulting services to us in exchange
      for monthly compensation of $5,000 plus related expenses. Mr. Pitcher is also
      President of Comprehensive Communications LLC who provides us with business
      services support.





Mrs.
      Papapico, Director of Operations, is the spouse of Mr. Natale, Chief Executive
      Officer of the Company. Mrs. Natale earns an annual salary of $80,000 Canadian
      dollars.





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





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





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).




33





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).





3.4
      Certificate of Amendment to the Articles of Incorporation of Grand Prix Sports,
      Inc., as filed with the Secretary of the State of Washington on September 12,
      2003. (Incorporated by reference filed with the Company's Form 8-K on October
      10, 2003.





3.5
      Certificate of Amendment to the Articles of Incorporation of Superclick, Inc.,
      as filed with the Secretary of the State of Washington on October 30, 2006.





10.1
      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)





10.2
      Completion of acquisition of Hotel Net (Incorporated by reference filed with
      the
      Company’s Form 8-K/A on October 21, 2005).





10.3
      Employment Agreement dated November 11, 2005 between the registrant and Jean
      Perrotti (Incorporated by reference filed with the Company’s Form 8-K on
      November 14, 2005).





10.4
      Amendment to 2004 Stock Incentive Plan dated October 30, 2006 (Incorporated
      by
      reference filed with the Company’s Form 8-K on November 13, 2006).





10.5
      Hospitality Services Plus SA (“Swisscom ”) (Incorporated
      by reference filed with the Company's Form 8-K on February 16,
      2007).





10.6
      Retirement of employee stock options (Incorporated by reference filed with
      the
      Company's Form 8-K on November 7, 2007).





10.7
      Appointment of Wendy Borrow Johnson as director (Incorporated by reference
      filed
      with the Company’s Form 8-K on October 3, 2007).





13.1
      Annual report to shareholders for the fiscal year ended October 31, 2006
      (Incorporated by reference filed as form 10KSB on January 30, 2007).





13.2
      Quarterly report to shareholders for quarter ended January 31, 2007
      (Incorporated by reference filed as form 10QSB on March 8, 2007).





13.3
      Quarterly report to shareholders for quarter ended April 30, 2007 (Incorporated
      by reference filed as Form 10QSB on June 14, 2007).





13.3
      Quarterly report to shareholders for quarter ended July 31, 2007 (Incorporated
      by reference filed as Form 10QSB on August 30, 2007).




34





17.1
      Departure of Chirag Patel as director (Incorporated by reference filed with
      the
      Company’s Form 8-K on October 3, 2007).





20.1
      Quarterly financial update via conference call (Incorporated by reference filed
      with the Company’s Form 8-K on March 16, 2007).





20.2
      Annual letter to shareholders (Incorporated by reference filed with the
      Company’s Form 8-K on April 3, 2007).





20.3
      Annual Shareholder Meeting presentation (Incorporated by reference filed with
      the Company’s Form 8-K on April 13, 2007).





20.4
      Quarterly financial update via conference call (Incorporated by reference filed
      with the Company’s Form 8-K on June 20, 2007).





20.5
      Quarterly financial update via conference call (Incorporated by reference filed
      with the Company’s Form 8-K on September 123, 2007).





23.1
      Consent of Independent Public Accountant, dated January 7, 2008.





31.1
      Certification of Chief Executive Officer of Period Rerport pursuant to Rule
      13a
      -14a and Rule 15d-14(a).





31.2
      Certification of Principal Financial Offier of Periodic Report pursuant to
      Rule
      13a-14a and Rule 15d-14(a).





32.1
      Certification pursuant to 18 U.S.C. Section 1350.





32.2
      Certification pursuant to 18 U.S.C. Section 1350.





35





**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 2007 were $72,840. Additionally, Bedinger & Company has charged $3,950 for tax preparation
      services for fiscal year 2007.





(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 2007.




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





Not
      applicable.





36




**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:
              January 7, 2008
            Superclick, Inc.By:
            /s/
              Sandro NataleSandro
              NataleChief
              Executive Officer




37




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
              
              Chief
                  Executive Officer
              
              January
                  7, 2008Sandro
                  Natale/s/
                  Jean Perrotti
                
                Jean
                  Perrotti
              
              Chief
                  Financial Officer and Principle Accounting Officer
              
              January
                  7, 2008


BOARD
        OF
        DIRECTORS


/s/
                  Todd M. Pitcher
              
              Chairman
                  and Secretary
              
              January
                  7, 2008Todd
                  M. Pitcher/s/
                  Sandro Natale
              
              Director
              
              January
                  7, 2008Sandro
                  Natale/s/
                  Paul Gulyas
              
              Director
              
              January
                  7, 2008Paul
                  Gulyas/s/
                  Wendy Borow-Johnson
              
              Director
              
              January
                  7, 2008Wendy
                  Borow-Johnson/s/
                  George Vesnaver
              
              Director
              
              January
                  7, 2008George
                  Vesnaver




38




**SUPERCLICK,
      INC.**





**REPORT
      ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS**





**YEARS
      ENDED OCTOBER 31, 2007 AND 2006**





39
 
  CONTENTS
  *PAGE*Report
                    of Independent Registered Public Accounting Firm
                
                F-1FINANCIAL
                    STATEMENTSConsolidated
                    Balance Sheet
                
                F-2Consolidated
                    Statements of Operations and Accumulated Deficit
                
                F-3Consolidated
                    Statement of Stockholders’ Equity
                
                F-4Consolidated
                    Statements of Comprehensive Income (Loss)
                
                F-5Consolidated
                    Statements of Cash Flows
                
                F-6Notes
                    to the Financial Statements
                
                F-7-30




40




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Board
      of
      Directors


Superclick,
      Inc.





We
      have
      audited the accompanying consolidated balance sheet of Superclick, Inc. (the
      “Company”), as of October 31, 2007 and the related consolidated statements of
      operations, stockholders’ equity (deficit), comprehensive income (loss), and
      cash flows for the years ended October 31, 2007 and October 31, 2006. 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 audits, the consolidated financial statements referred
      to
      above present fairly, in all material respects, the financial position of
      Superclick, Inc. as of October 31, 2007 and the related consolidated statements
      of operations, stockholders’ equity (deficit), comprehensive income (loss), and
      cash flows for the years ended October 31, 2007 and October 31, 2006, in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. However, the Company has an accumulated
      capital deficit and significant debt that raise substantial doubt about its
      ability to continue as a going concern. Management plans in regards to these
      matters are also described in Note O. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.




/s/
              Bedinger &
              CompanyCertified
                Public Accountants
              Concord,
                California
              January
                7, 2008


F-1




**SUPERCLICK,
        INC.**


Consolidated
        Balance Sheet
 October
          31, 2007


ASSETSCURRENT
                  ASSETSCash
              
              $
              789,591Accounts
                  receivable, net (Notes A&B)
              
              
              834,813Tax
                  refund receivable (Note M)
              
              
              44,060Inventory,
                  net (Note C)
              
              
              177,642Other
                  current assets
              
              
              24,545TOTAL
                  CURRENT ASSETS
              
              
              1,870,651Fixed
                  assets, net (Note D)
              
              
              248,285Defered
                  tax asset, net (Note M)
              
              
              73,692TOTAL
                  ASSETS
              
              $
              2,192,628LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses (Note E)
              
              $
              553,808Deferred
                  revenue (Note F)
              
              
              1,450,934Loans
                  current portion
              
              
              15,440Notes
                  payable (Note G)
              
              
              283,000Convertible
                  debentures, net (Note H)
              
              
              1,521,647Debenture
                  warrants (Note H)
              
              
              17,963TOTAL
                  CURRENT LIABILITIES
              
              
              3,842,792Loans
                  noncurrent portion
              
              
              20,780TOTAL
                  LIABILITIES
              
              
              3,863,572COMMITMENTS
                  (Note I)STOCKHOLDERS'
                  EQUITY (Note J)Common
                  stock, par value $.0006, 175,000,000 shares authorized; issued
                  and
                  outstanding 41,816,544 at October 31, 2007
              
              
              25,631Common
                  stock payable
              
              
              31,332Subscriptions
                  receivable
              
              
              (11,500
              )Additional
                  paid-in capital
              
              
              5,754,632Accumulated
                  deficit
              
              
              (7,423,997
              )Accumulated
                  other comprehensive gain (loss)(Cumulative
                  translation adjustment)
              
              
              (31,902
              )Treasury
                  stock
              
              
              (15,140
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              (1,670,944
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              2,192,628


SEE
        NOTES
        TO FINANCIAL STATEMENTS
  F-2


**SUPERCLICK,
        INC.**
 Consolidated
        Statements of Operations
 For
        the
        Years Ended October 31, 2007 and 2006
  Year
                  Ended October 31,2007
              
              2006RevenueNet
                  sales
              
              $
              2,468,218
              
              $
              2,272,013Services
              
              
              2,314,485
              
              
              1,674,298Net
                  revenue
              
              
              4,782,703
              
              
              3,946,311Cost
                  of goods sold
              
              
              2,431,984
              
              
              2,282,427Gross
                  profit
              
              
              2,350,719
              
              
              1,663,884Costs
                  and ExpensesSelling,
                  general & administrative
              
              
              1,388,927
              
              
              2,418,059Research
                  & development
              
              
              164,614
              
              
              282,915Depreciation
                  & amortization
              
              
              64,775
              
              
              75,349Total
                  costs and expenses
              
              
              1,618,316
              
              
              2,776,323Income
                  (loss) from operations
              
              
              732,403
              
              
              (1,112,439
              )Other
                  Income and (Expense)Interest
                  income
              
              
              27,005
              
              
              673Interest
                  expense
              
              
              (281,308
              )
              
              (266,378
              )Penalty
                  interest on convertible debenture
              
              
              -
              
              
              (225,000
              )Loss
                  on the sale of fixed assets
              
              
              -
              
              
              (20,337
              )Amortization
                  of beneficial conversion feature of convertible debentures
              
              
              -
              
              
              (292,896
              )Amortization
                  of deferred financing costs
              
              
              -
              
              
              (161,250
              )Amortization
                  of warrant discount
              
              
              -
              
              
              (514,983
              )Gain
                  on forgiveness of debt
              
              
              357,078
              
              
              -Derivative
                  gain (loss)
              
              
              (17,771
              )
              
              193,006Total
                  other income and (expense)
              
              
              85,004
              
              
              (1,287,165
              )NET
                  INCOME (LOSS)
              
              $
              817,407
              
              $
              (2,399,604
              )Net
                  income (loss) per common share:Basic
              
              $
              0.020
              
              $
              (0.081
              )Basic
                  and diluted
              
              $
              0.011
              
              
              naWeighted
                  average common shares outstanding:Basic
              
              
              40,389,388
              
              
              29,755,285Basic
                  and diluted
              
              
              72,293,556
              
              
              naThe
                  average shares listed below were not included in the computation
                  of
                  diluted lossesper
                  share because to do so would have been antidilutive for the periods
                  presented:Stock
                  options
              
              
              na
              
              
              1,338,121Warrants
              
              
              na
              
              
              965,997Convertible
                  debentures
              
              
              na
              
              
              14,055,335




SEE
        NOTES
        TO FINANCIAL STATEMENTS
  F-3


**SUPERCLICK,
        INC.**
 Consolidated
        Statement of Stockholders' Equity
 For
        the
        Years Ended October 31, 2007 and 2006




Preferred
                  Stock
              
              Common
                  Stock
              
              
              
              
              
              AccumulatedNumber
                  of
              
              
              
              Number
                of
              
              
              
              
              
              Additional
                Paid-in
              
              Accumulated
              
              Other
                Comprehensive
              
              Treasury
              
              Total
                Stockholders'Shares
              
              Amount
              
              Shares
              
              Amount
              
              Payable
              
              Capital
              
              Deficit
              
              Income
                  (loss)
              
              Stock
              
              EquityBALANCES
                  October 31, 2005
              
              
              -
              
              
              -
              
              
              28,479,570
              
              $
              17,035
              
              $
              -
              
              $
              4,773,960
              
              $
              (5,841,800
              )
              $
              66,278
              
              $
              (15,140
              )
              $
              (999,666
              )Shares
                  issued during the period:Shares
                  issued for services
              
              
              
              
              
              
              
              
              1,355,355
              
              
              813
              
              
              
              
              
              76,687
              
              
              
              
              
              
              
              
              
              
              
              77,500Shares
                  issued for interest payable
              
              
              
              
              
              
              
              
              4,618,993
              
              
              2,772
              
              
              
              
              
              173,648
              
              
              
              
              
              
              
              
              
              
              
              176,420Shares
                  issued for retirementof
                  convertible debentures
              
              
              
              
              
              
              
              
              1,158,838
              
              
              695
              
              
              
              
              
              49,305
              
              
              
              
              
              
              
              
              
              
              
              50,000Stock
                  options granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              368,629
              
              
              
              
              
              
              
              
              
              
              
              368,629Foreign
                  Currency Translation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,905
              
              
              
              
              
              21,905Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,399,604
              )
              
              
              
              
              
              
              
              (2,399,604
              )BALANCES
                  October 31, 2006
              
              
              -
              
              
              -
              
              
              35,612,756
              
              $
              21,315
              
              $
              -
              
              $
              5,442,229
              
              $
              (8,241,404
              )
              $
              88,183
              
              $
              (15,140
              )
              $
              (2,704,817
              )Shares
                  issued during the period:Shares
                  issued for services
              
              
              
              
              
              
              
              
              867,429
              
              
              520
              
              
              19,832
              
              
              89,186
              
              
              
              
              
              
              
              
              
              
              
              109,538Shares
                  issued for interest payable
              
              
              
              
              
              
              
              
              2,094,503
              
              
              1,257
              
              
              
              
              
              86,255
              
              
              
              
              
              
              
              
              
              
              
              87,512Shares
                  issued for retirementof
                  convertible debentures
              
              
              
              
              
              
              
              
              2,751,856
              
              
              1,651
              
              
              
              
              
              113,349
              
              
              
              
              
              
              
              
              
              
              
              115,000Stock
                  options exercised
              
              
              
              
              
              
              
              
              490,000
              
              
              888
              
              
              11,500
              
              
              23,612
              
              
              
              
              
              
              
              
              
              
              
              36,000Foreign
                  Currency Translation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (120,085
              )
              
              
              
              
              (120,085
              )Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              817,407
              
              
              
              
              
              
              
              
              817,407BALANCES
                  October 31, 2007
              
              
              -
              
              
              -
              
              
              41,816,544
              
              $
              25,631
              
              $
              31,332
              
              $
              5,754,632
              
              $
              (7,423,997
              )
              $
              (31,902
              )
              $
              (15,140
              )
              $
              (1,659,444
              )




SEE
      NOTES
      TO FINANCIAL STATEMENTS




F-4


**SUPERCLICK,
      INC.**


Consolidated
      Statements of Comprehensive Income (Loss)


For
      the
      Years Ended October 31, 2007 and 2006




Year
                Ended October 31,2007
            
            2006Net
                earnings (loss)
            
            $
            817,407
            
            $
            (2,399,604
            )Other
                comprehensive income (loss)Foreign
                currency translation adjustment
            
            
            (120,085
            )
            
            21,905Net
                comprehensive income (loss)
            
            $
            697,322
            
            $
            (2,377,699
            )


SEE
        NOTES
        TO FINANCIAL STATEMENTS
  F-5




**SUPERCLICK,
        INC.**


Consolidated
        Statements of Cash Flows


For
        the
        Years Ended October 31, 2007 and 2006




Years
                Ended October 31,2007
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Earnings <loss>
            
            $
            817,407
            
            $
            (2,399,604
            )Adjustments
                to reconcile net losstonet
                cash used by operating activities:Depreciation
            
            
            64,775
            
            
            75,349Loss
                on the sale of fixed assets
            
            
            -
            
            
            20,337Compensation
                expense on fair market value of options issued
            
            
            -
            
            
            333,535Compensation
                expense on intrinsic value of options issued
            
            
            -
            
            
            35,094Stock
                issued for services
            
            
            109,538
            
            
            77,500Amortization
                of beneficial conversion feature
            
            
            -
            
            
            292,896Amortization
                of warrant discount
            
            
            -
            
            
            514,983Derivative
                gain on warrants issued with debentures
            
            
            17,771
            
            
            (193,006
            )Stock
                issued for accrued interest
            
            
            87,512
            
            
            176,420Penalty
                interest on convertible debenture
            
            
            -
            
            
            225,000Gain
                on forgiveness of debt
            
            
            (357,078
            )
            
            -Deferred
                taxes
            
            
            (68,673
            )
            
            -CHANGES
                IN CURRENT ASSETS AND CURRENTLIABILITIES:(Increase)
                decrease in current assets:Accounts
                receivable
            
            
            (203,312
            )
            
            374,780Other
                receivables
            
            
            21,401
            
            
            124,459Prepaid
                expenses
            
            
            (2,182
            )
            
            185,122Inventory
            
            
            (54,630
            )
            
            26,623Other
                assets
            
            
            -
            
            
            40,648Increase
                (decrease) in current liabilities:Accounts
                payable and accrued expenses
            
            
            (247,659
            )
            
            (156,336
            )Accrued
                payroll
            
            
            31,556
            
            
            73,020Accrued
                other
            
            
            -
            
            
            (27,412
            )Deferred
                revenue
            
            
            445,449
            
            
            632,265CASH
                (USED) PROVIDED BY OPERATING ACTIVITIES
            
            
            661,875
            
            
            431,673CASH
                FLOWS FROM INVESTING ACTIVITIES:Acquisition
                of furniture and equipment
            
            
            (23,906
            )
            
            (20,476
            )CASH
                USED FOR INVESTING ACTIVITIES
            
            
            (23,906
            )
            
            (20,476
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Increase
                in related party notes payable
            
            
            -
            
            
            21,000Repayment
                of convertible debenture
            
            
            (688,352
            )
            
            -Repayment
                of loans
            
            
            (50,559
            )
            
            (9,040
            )Stock
                options exercised
            
            
            24,500
            
            
            -CASH
                USED FOR FINANCING ACTIVITIES
            
            
            (714,411
            )
            
            11,960EFFECT
                OF EXCHANGE RATE CHANGES ON CASH
            
            
            (53,887
            )
            
            (675
            )NET
                INCREASE (DECREASE) IN CASH
            
            
            (130,329
            )
            
            422,482CASH,
                beginning of period
            
            
            919,920
            
            
            497,438CASH,
                end of period
            
            $
            789,591
            
            $
            919,920Interest
                paid
            
            $
            131,513
            
            $
            10,693Taxes
                paid
            
            $
            -
            
            $
            -Other
                non-cash investing and financing activities:Shares
                issued for services
            
            $
            96,644
            
            $
            77,500Shares
                issued for accrued interest
            
            $
            87,512
            
            $
            176,420Shares
                issued for debt
            
            $
            115,000
            
            $
            50,000


SEE
        NOTES
        TO FINANCIAL STATEMENTS




F-6




SUPERCLICK,
        INC.
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
        ENDED OCTOBER 31, 2007 AND 2006




**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
      (collectively, Superclick Inc. and Superclick Networks Inc. are referred to
      hereinafter as the “Company”). The pre-merger assets and liabilities of the
      acquired entity have been brought forward at their book value and no goodwill
      has been recognized. The accumulated deficit of Superclick Networks, Inc. has
      been brought forward, and common stock and additional paid-in-capital of the
      combined company have been retroactively restated to give effect to the exchange
      rates as set forth in the merger agreement.





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





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





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





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





F-7


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




Organization
      (Continued)




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





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





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





Summary
      of Significant Accounting Principles





Principles
      of consolidation





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





Accounting
      estimates





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





F-8


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Cash
      and cash equivalents





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





Accounts
      receivable





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





Inventories





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





Property
      and equipment





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





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




Furniture
                  and fixtures:
              
              
              20
              %Computer
                  equipment and software:
              
              
              30
              %Leasehold
                  improvements
              
              
              20
              %Fabrication
                  equipment
              
              
              20
              %
  F-9
 SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Long-lived
      assets





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





Revenue
      recognition policy





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





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





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.





F-10


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Advertising





The
      Company expenses all advertising as incurred. For the three months ended October
      31, 2007 and 2006, the Company incurred approximately $118,666 and $76,767,
      respectively in marketing and advertising expense.





Earnings
      per common share





The
      Company follows Statement of Financial Accounting Standards No. 128 which
      requires the reporting of both basic and diluted earnings (loss) per share.
      Basic loss per share is calculated using the weighted average number of common
      shares outstanding in the period. Diluted loss per share includes potentially
      dilutive securities such as outstanding options and warrants, using the
“treasury stock” method and convertible securities using the "if-converted"
      method. 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 for the year ended October 31, 2006 as the affect would be
      anti-dilutive.





Issuance
      of common stock




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





Income
      taxes





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





F-11


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Impact
      of accounting standards





In
      February 2006, the FASB issued SFAS 155 "Accounting for Certain Hybrid Financial
      Instruments, an amendment of FASB Statements No. 133 and 140. This Statement
      amends FASB Statements No. 133, Accounting for Derivative Instruments and
      Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities. This Statement resolves
      issues addressed in Statement 133 Implementation Issue No. D1, Application
      of
      Statement 133 to Beneficial Interests in Securitized Financial Assets. This
      Statement:





a)
      Permits fair value re-measurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require bifurcation; b)
      Clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133; c) Establishes a requirement to evaluate
      interests in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial instruments that contain
      an embedded derivative requiring bifurcation; d) Clarifies that concentrations
      of credit risk in the form of subordination are not embedded derivatives; and
      e)
      Amends Statement 140 to eliminate the prohibition on a qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument.





This
      Statement is effective for all financial instruments acquired or issued after
      the beginning of an entity's first fiscal year that begins after September
      15,
      2006. The fair value election provided for in paragraph 4 of this Statement
      may
      also be applied upon adoption of this Statement for hybrid financial instruments
      that had been bifurcated under paragraph 12 of Statement 133 prior


to
      the
      adoption of this Statement. Earlier adoption is permitted as of the beginning
      of
      an entity's fiscal year, provided the entity has not yet issued financial
      statements, including financial statements for any interim period for that
      fiscal year. Provisions of this Statement may be applied to instruments that
      an
      entity holds at the date of adoption on an instrument-by-instrument basis.
      The
      Company does not believe that this accounting pronouncement will have a material
      impact on their financial position or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156 ("FAS 156"), "Accounting for Servicing of
      Financial Assets—An Amendment of FASB Statement No. 140." Among other
      requirements, FAS 156 requires a company to recognize a servicing asset or
      servicing liability when it undertakes an obligation to service a financial
      asset by entering into a servicing contract under certain situations. Under
      FAS
      156 an election can also be made for subsequent fair value measurement of
      servicing assets and servicing liabilities by class, thus simplifying the




F-12


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Impact
      of accounting standards (Continued)





accounting
      and provide for income statement recognition of potential offsetting changes
      in
      the fair value of servicing assets, servicing liabilities and related derivative
      instruments. The Statement will be effect beginning the first fiscal year that
      begins after September 15, 2006. The Company does not believe that this
      accounting pronouncement will have a material impact on their financial position
      or results of operations.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, “Fair Value Measurements.” The standard provides guidance for using fair
      value to measure assets and liabilities. Under the standard, fair value refers
      to the price that would be received to sell an asset or paid to transfer a
      liability in an orderly transaction between market participants in the market
      in
      which the reporting entity transacts. The standard clarifies the principle
      that
      fair value should be based on the assumptions market participants would use
      when
      pricing the asset or liability. In support of this principle, the standard
      establishes a fair value hierarchy that prioritizes the information used to
      develop those assumptions. The Statement is effective for financial statements
      issued for fiscal years beginning after November15, 2007, and interim periods
      within those fiscal years. The Company is currently evaluating the Statement
      to
      determine what impact, if any, it will have on the Company.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”).
      This statement requires balance sheet recognition of the funded status, which
      is
      the difference between the fair value of plan assets and the benefit obligation,
      of pension and postretirement benefit plans as a net asset or liability, with
      an
      offsetting adjustment to the accumulated other comprehensive income in
      shareholders’ equity. In addition, the measurement date, the date at which plan
      assets and the benefit obligation are measured, is required to be the company’s
      fiscal year end. The Company does not believe that this accounting pronouncement
      will have a material impact on their financial position or results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities-Including an amendment of FASB
      Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of fair value
      accounting but does not affect existing standards which require assets or
      liabilities to be carried at fair value. Under SFAS 159, a company may elect
      to
      use fair value to measure accounts and loans receivable, available-for-sale
      and
      held-to-maturity securities, equity method investments, accounts payable,
      guarantees and issued debt. Other eligible items include firm commitments for
      financial instruments that otherwise would not be




F-13


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Impact
      of accounting standards (Continued)





recognized
      at inception and non-cash warranty obligations where a warrantor is permitted
      to
      pay a third party to provide the warranty goods or services. If the use of
      fair
      value is elected, any upfront costs and fees related to the item must be
      recognized in earnings and cannot be deferred, e.g., debt issue costs. The
      fair
      value election is irrevocable and generally made on an instrument-by-instrument
      basis, even if a company has similar instruments that it elects not to measure
      based on fair value. At the adoption date, unrealized gains and losses on
      existing items for which fair value has been elected are reported as a
      cumulative adjustment to beginning retained earnings. Subsequent to the adoption
      of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is
      effective for fiscal years beginning after November 15, 2007 and is required
      to
      be adopted by the Company in the first quarter of fiscal 2009. The Company
      is
      currently is determining whether fair value accounting is appropriate for any
      of
      its eligible items and cannot estimate the impact, if any, which SFAS 159 will
      have on its consolidated results of operations and financial
      condition.





In
      December 2007, the FASB issued SFAS 141(revised 2007), Business
      Combinations (“SFAS 141R”). SFAS 141R will significantly change the
      accounting for business combinations in a number of areas including the
      treatment of contingent consideration, contingencies, acquisition costs,
      IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
      deferred tax asset valuation allowances and acquired income tax uncertainties
      in
      a business combination after the measurement period will impact income tax
      expense. SFAS 141R is effective for fiscal years beginning after
      December 15, 2008 and, as such, the Company will adopt this standard in
      fiscal 2010. The Company has not yet determined the impact, if any, of
      SFAS 141R on its consolidated financial statements.




In
      December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of ARB No. 51
      (“SFAS 160”). SFAS 160 will change the accounting and reporting for
      minority interests, which will be recharacterized as noncontrolling interests
      (NCI) and classified as a component of equity. This new consolidation method
      will significantly change the account with minority interest holders.
      SFAS 160 is effective for fiscal years beginning after December 15,
      2008 and, as such, the Company will adopt this standard in fiscal 2010. The
      Company has not yet determined the impact, if any, of SFAS 160 on its
      consolidated financial statements.





F-14





SUPERCLICK,
          INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Concentrations
      of credit risk





The
      Company performs ongoing credit evaluations of its customers. For the year
      ended
      October 31, 2007, three customers individually accounted for 32% (11%, 11%
      and
      10%) of accounts receivable. For the year ended October 31, 2006, three
      customers individually accounted for 45% (19%, 14% and 12%) of accounts
      receivable.




During
      the year ended October 31, 2007, the Company’s two largest customers accounted
      for 28% (16% and 12%) of sales. During the year ended October 31, 2006, the
      Company’s largest customer accounted for 12% of sales.





For
      the
      year ended October 31, 2007 and 2006, approximately 28% and 25%, respectively
      of
      the Company's net sales were made to customers outside the United
      States.





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, 2007 and 2006, the Company’s single and four largest
      suppliers accounted for 10% and 53% 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.





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





Disclosure
      about Fair Value of Financial Instruments





The
      Company estimates that the fair value of all financial instruments at October
      31, 2007, 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.





F-15


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Accounting
      for Share-Based Compensation




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





Foreign
      Currency Translation





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





Research
      and development





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





**NOTE
      B - ACCOUNTS RECEIVABLE**





The
      accounts receivable balance of $834,813 as of October 31, 2007 is reported
      net
      of an allowance for doubtful accounts of $56,848.





**NOTE
      C - INVENTORY**





Inventory
      is comprised of computer equipment and stated at the lower of cost or market,
      as
      determined using the first in, first out method. The following table represents
      the major components of inventory at October 31, 2007.





F-16


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      C - INVENTORY (Continued)**




Computer
                  equipment
              
              $
              198,009Allowance
                  for obsolete inventory
              
              
              (20,367
              )$
              177,642




**NOTE
      D - PROPERTY AND EQUIPMENT**





Property
      and equipment consisted of the following at October 31, 2007:


Computer
                  hardware
              
              $
              218,860Furniture
                  & fixtures
              
              
              164,521Computer
                  software
              
              
              110,839Leasehold
                  improvements
              
              
              36,974Fabrication
                  mold and dye
              
              
              23,950555,144Accumulated
                  depreciation
              
              
              (306,859
              )Fixed
                  assets, net
              
              $
              248,285




Depreciation
      expense for the years ended October 31, 2007 and 2006 was $64,775 and $75,349,
      respectively.





**NOTE
      E - ACCOUNTS PAYABLE**





Accounts
      payable and accrued expenses at October 31, 2007 consisted of $329,045 in trade
      payables, $26,885 related to professional fees, $13,985 of accrued interest
      and
      $183,894 of accrued payroll of which $42,614 and $45,517 are due to the CEO
      and
      CFO, respectively.





**NOTE
      F - DEFERRED REVENUE**





Deferred
      revenue consists of funds received in advance of services being performed.
      As of
      October 31, 2007, the deferred revenue balance of $1,450,934 consisted of
      $574,230 related to support and maintenance and $876,704 related to customer
      deposits for future hardware installations and to the sale of a master license
      agreement which will be amortized over its term of thirty six (36) months
      commencing August 2007.




F-17


SUPERCLICK,
            INC.
 NOTES
            TO
            THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED OCTOBER 31, 2007 AND 2006
 **NOTE
          F - DEFERRED REVENUE (Continued)**


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




**NOTE
      G - NOTES PAYABLE TO FORMER SHAREHOLDERS OF HOTEL NET,
      LLC**





As
      filed
      on September 6, 2005, the Company closed its definitive agreement to purchase
      100% of the membership interest of Hotel Net LLC. Pursuant to the terms of
      the
      definitive agreement, the Company issued face amount $350,000 in five separate
      $70,000 notes payable.





The
      notes
      matured on January 1, 2006. On July 26, 2006, the notes were canceled and
      replaced with new convertible notes that accrue interest at the rate of nine
      percent (9%) per annum, mature January 1, 2007 and are convertible into shares
      of common stock at a conversion price of $.03. $21,000 of accrued interest
      on
      the former notes was added to the principle of the new notes at that
      time.





During
      the year ended October 31, 2007, four of the notes were canceled and replaced
      with new notes with face amount of $70,000. The new notes do not accrue interest
      and are payable quarterly through December 31, 2009. Pursuant to EITF 96-19
      and
      EITF 06-6 we concluded that there was a substantial change in the terms of
      the
      new notes due to the exchange and the Company realized a gain of $45,671 from
      the reduction of principle and interest. The interest, if imputed, would
      immaterial to these financial statements taken as a whole. The one remaining
      July 26, 2006 note is currently in default due to the passing of the maturity
      date as of January 31, 2007.





During
      the year ended October 31, 2007 and 2006, the Company recognized $28,889 and
      $29,325, respectively of interest expense on these notes. The principle balance
      on these notes as of October 31, 2007 was $283,000.





**NOTE
      H - CONVERTIBLE DEBENTURE**





In
      August
      2005, the Company completed a private placement of convertible debentures
      generating gross proceeds of $2.25 million and the issuance of warrants to
      purchase 965,997 shares of the Company’s common stock. The convertible
      debentures matured in August 2006 and now bear interest of 12% payable quarterly
      at the option of the Company in cash or stock.





F-18




SUPERCLICK,
        INC.
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
        ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      H - CONVERTIBLE DEBENTURE (Continued)**





The
      debentures and warrants are convertible into the Company's common stock at
      a
      conversion price equal to 80% of the average closing bid price of the Company's
      common stock for the 45 trading days preceding a conversion date.





The
      issuance costs related to the convertible debentures of approximately $215,000
      in cash were capitalized and amortized as other expense over the life of the
      debt. For the year ended October 31, 2007 and 2006, the Company recognized
      expense of $0 and $161,250, respectively.





Pursuant
      to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial Instruments
      Indexed to, and Potentially Settled in, a Company's Own Stock, the warrants
      issued in connection with the convertible debentures meet the requirements
      of
      and are accounted for as a liability. Using the Black-Scholes option-pricing
      method, the value of the warrants is reassessed at each balance sheet date
      and
      marked to market as a derivative gain or loss until exercised or expiration.
      Upon exercise of each of the warrants, the related liability is removed by
      recording an adjustment to additional paid-in-capital. The warrants had a value
      of $17,963 at October 31, 2007 based on our reassessment by applying the
      Black-Scholes option-pricing model using the following assumptions: expected
      term 2.75 years, exercise price $0.30, spot price $0.19, volatility 31.9%,
      risk
      free rate 4.29%, and zero dividend yield. For the year ended October 31, 2007
      and 2006, the Company recognized a derivative loss of $17,771 and gain of
      $193,006, respectively.





The
      initial warrant discount of $658,973 to the debenture was amortized over the
      term of the debenture. During the year ended October 31, 2007, and 2006, the
      Company recognized $0 and $514,983, respectively, in non-cash interest expense
      related to the warrant discount.





The
      Company determined that the $1.75 million debenture was issued with a $390,529
      beneficial conversion feature (“BCF”) on the date of issuance. The BCF was
      amortized to interest expense over the life of the debenture. For the year
      ended
      October 31, 2007 and 2006 the Company recognized $0 and $292,896, respectively
      in non-cash interest expense attributable to the amortization of the BCF.





*Debenture
      Interest*





During
      the years ended October 31, 2007 and 2006, the Company incurred $255,259 and
      $225,781 in interest expense related to the convertible debentures.





During
      the year ended October 31, 2007, the Company repaid $264,782 by issuing
      2,094,503 in exchange for $87,512 and making cash payments totaling $177,270.
      As
      of October 31, 2007, there is $0 of interest due on the convertible
      debentures.




F-19




SUPERCLICK,
      INC.


NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
      ENDED OCTOBER 31, 2007 AND 2006




**NOTE
      H - CONVERTIBLE DEBENTURE (Continued)**




*Debenture
      Principle*





During
      the year ended October 31, 2007, the Company retired $903,381 of debenture
      principle. Of the $903,381, $115,000 was exchanged for the issuance of 2,751,856
      shares of common stock, $688,352 was paid in cash and $100,000 was forgiven
      due
      to the transfer of 1,575,000 already issued stock options that were originally
      issued in fiscal year 2006 to members of top management.




**NOTE
      I - COMMITMENTS**





On
      October 1, 2004 the Company began a lease for office space. The lease extends
      through September 30, 2009 at a rate of $5,699 per month. The Company also
      financed computer equipment and the loan term extends through September 28,
      2009
      at a rate of $1,575 per month. At October 31, 2007, our contractual obligations
      under these commitments were as follows:




Year
      Ended October 31,





Rent
            
            Equipment
            
            Total2008
            
            $
            68,028
            
            $
            15,440
            
            $
            83,4682009
            
            
            62,689
            
            
            20,780
            
            
            83,469$
            130,717
            
            $
            36,220
            
            $
            166,937





During
      the year ended October 31, 2007 and 2006, the Company incurred $64,548 and
      $64,514, respectively in rent expense.





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





**NOTE
      J - PREFERRED AND COMMON STOCK**





*Preferred
      and Common Stock*





The
      Company has authorized 20,000,000 shares of $.0001 par value preferred stock
      and
      175,000,000 shares of $.0006 par value common stock available for issuance.
      No
      preferred shares have been issued as of October 31, 2007.





F-20


SUPERCLICK,
        INC.
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
        ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      J - PREFERRED AND COMMON STOCK (Continued)**





*Common
      Stock Issued for Debt Repayment*





During
      the year ended October 31, 2006, the Company issued 4,618,993 shares of common
      stock in exchange for $176,420 of interest payable and 1,158,838 shares of
      common stock in exchange for $50,000 of principle related to the convertible
      debentures.





During
      the year ended October 31, 2007, the Company issued 2,094,503 shares of common
      stock in exchange for $87,512 of interest payable and 2,751,856 shares of common
      stock in exchange for $115,000 of principle related to the convertible
      debentures.





*Common
      Stock Issued for Services*





During
      the year ended October 31, 2006, the Company issued 1,355,355 shares to the
      members of the Board of Directors for services rendered. Total value of the
      issuances was $77,500. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.





During
      the year ended October 31, 2007, the Company issued 867,429 shares for services
      with 380,122 to directors for services rendered valued at $39,472, 75,000 shares
      to outside advisors valued at $17,250, 412,307 shares to our Chairman, Todd
      Pitcher for services rendered valued at $32,984 (See Note N) and 141,656 shares
      issued in November 2008 for which the Company accrued $19,832 for director
      compensation as of October 31, 2007 as reflected in out statement of
      shareholder’s equity bringing the total value of stock issued and to be issued
      to $109,538 during 2007. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.





*Common
      Stock Options*





On
      October 30, 2006 the Board of Directors increased the employee stock option
      pool
      established by the employee stock option plan to 30,000,000 from 3,500,000
      (See
      Note L).





During
      the year ended October 31, 2006, 111,667 options were canceled due to employee
      terminations, 376,250 options were exchanged for new options, 15,523,750 shares
      were granted and no options were exercised. The balance of options outstanding
      at the end of the year was 16,732,148. The Company granted 15,900,000 fully
      vested options to employees on October 30, 2006. Of the 15,900,000 grants,
      376,250 represent new shares issued in place of previously granted shares.
      The
      Company recognized $285,078 of compensation expense related to the 15,900,000
      grants and $83,551 for previously granted options bringing the total recognized
      option related compensation expense for the fiscal year ended October 31, 2006
      to $368,629.





F-21


SUPERCLICK,
        INC.
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
        ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      J - PREFERRED AND COMMON STOCK (Continued)**





*Common
      Stock Options (Continued)*





During
      the year ended October 31, 2007, 490,000 options were exercised resulting in
      $24,500 to the company and the issuance of 490,000 shares of common stock.
      An
      additional 230,000 options were exercised on October 31, 2007 with the exercise
      price of $11,500 received and shares issued in November 2007. Also, during
      the
      year, the Company canceled 1,549,792 options (874,792 options due to employee
      terminations and 675,000 voluntary cancellations from upper
      management).





**NOTE
      K - WARRANTS**





At
      October 31, 2007 the Company had 200,000 "A" Warrants and 965,997 warrants
      related to convertible debentures outstanding entitling the holder thereof
      the
      right to purchase one common share for each warrant held as
      follows:





ExerciseWarrant
            
            Number
                of
            
            Price
                Per
            
            ExpirationClass
            
            Warrants
            
            Warrant
            
            DateA
            
            
            200,000
            
            $
            0.60
            
            
            3/30/08Subtotal
            
            
            200,000Debenture
            
            
            735,370
            
            
            >or=to
                $0.30
            
            
            7/31/2010Debenture
            
            
            230,627
            
            
            >or=to
                $0.30
            
            
            8/17/2010Subtotal
            
            
            965,997Total
            
            
            1,165,997





During
      the year ended October 31, 2006, no warrants were issued or exercised and
      966,665 “B” Warrants expired.





During
      the year ended October 31, 2007, no warrants were issued or exercised and
      1,899,999 Warrants expired.





F-22


SUPERCLICK,
        INC.
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
        ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      L - STOCK INCENTIVE PLANS**





*The
      2004 Incentive Stock Option Plan*





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





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





During
      the year ended October 31, 2006, the Board of Directors authorized an increase
      in the shares allotted under the Plan to 30,000,000 shares. Also, during fiscal
      year 2006, 111,667 options were canceled due to employee terminations, 376,250
      options that were out-of-the-money at $0.50 and $0.60 were exchanged for new
      options at $0.05 to purchase 15,523,750 shares and no options were exercised.
      The balance of options outstanding at October 31, 2006 was 16,732,148. The
      Company granted 15,900,000 fully vested options to employees on October 30,
      2006
      and valued the options utilizing the Black Scholes Option Pricing Model with
      the
      following inputs: Risk-free interest rate 4.67%, Volatility 37% (here we used
      the standard deviation of closing share prices from November 1, 2002 through
      October 30, 2006, or 4 years), duration of 4 years, strike price of $.05 and
      spot price of $.05, which yielded a per share fair market value of $.0179.
      Of
      the 15,900,000 grants, 376,250 represent new shares issued in place of
      previously granted shares which were deeply out-of-the-money and cancelled
      in
      conjunction with the new grants. The Company recognized $285,078 of compensation
      expense related to the 15,900,000 grants and $83,551 for previously granted
      options bringing the total recognized option related compensation expense for
      the fiscal year ended October 31, 2006 to $368,629. The Company has recorded
      compensation expense of $767,017 through October 31, 2006.





During
      the year ended October 31, 2007, 490,000 options were exercised resulting in
      $24,500 to the company and the issuance of 490,000 shares of common stock.
      An
      additional 230,000 options were exercised on October 31, 2007 with the exercise
      price of $11,500 received and shares issued in November 2007. Also, during
      the
      year, the Company canceled 1,549,792 options (874,792 options due to employee
      terminations and 675,000 voluntary cancellations from upper
      management).




F-23


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      L - STOCK INCENTIVE PLANS (Continued)**





*The
      2004 Incentive Stock Option Plan (Continued)*





The
      following table summarizes the Company's stock option activity for the year
      ended October 31, 2007:





2007Weighted
                AverageShares
            
            Exercise
                PriceOutstanding
                at beginning of year
            
            
            16,732,148
            
            $
            0.05Granted
            
            
            -
            
            
            -Forfeited
            
            
            (1,549,792
            )
            
            0.05Exercised
            
            
            (720,000
            )
            
            0.05Outstanding
                at end of quarter
            
            
            14,462,356
            
            $
            0.07Options
                exerciseable at quarter end
            
            
            14,462,356





The
      following table summarizes information about the Company's stock options
      outstanding at October 31, 2007:





Options
                Outstanding
            
            Options
                ExercisableNumber
            
            Weighted
            
            Weighted
            
            
            
            WeightedRange
                of
            
            Outstanding
            
            Average
            
            Average
            
            
            
            AverageExercise
            
            At
                October 31,
            
            Contractural
            
            Exercise
            
            Number
            
            ExercisePrices
            
            2007
            
            Life
                (years)
            
            Price
            
            Outstanding
            
            Price$
            0.50
            
            
            589,856
            
            
            -
            
            $
            0.50
            
            
            589,856
            
            $
            0.500.65
            
            
            137,500
            
            
            -
            
            
            0.65
            
            
            137,500
            
            
            0.650.05
            
            
            13,735,000
            
            
            -
            
            
            0.05
            
            
            13,735,000
            
            
            0.05Total
            
            
            14,462,356
            
            
            -
            
            $
            0.07
            
            
            14,462,356
            
            $
            0.07





The
      Company adopted Statement of Financial Accounting Standards No. 123 (revised
      2004), Share-Based Payment (“SFAS 123r”) as of the beginning of the first
      interim or annual reporting period that begins after December 15, 2005, or
      beginning in our second quarter of fiscal year 2006 ending April 30, 2006,
      using
      the Modified Prospective Method (“MPA”). Previously, the Company
      accounted for stock options utilizing the intrinsic value method for fixed
      awards under the provisions of Accounting Principles Board (APB) Opinion No.
      25
      (APB 25), Accounting for Stock Issued to Employees. Under SFAS 123r, the Company
      measures the fair market value of stock options granted using the Black-Scholes
      Option Pricing Model on the date of grant and recognizes related compensation
      expense ratably over the options vesting period for all future grants. The
      Company is not required to make a cumulative effect adjustment as a result
      of
      adopting the MPA of SFAS 123r. The Company also estimates the amount of
      forfeitures or the amount of options that will be canceled in the future. During
      the year ended October 31, 2007, the Company did not recognize any compensation
      expense. During the year ended October 31, 2006, the Company recognized net
      compensation expense of $368,629 including $394,313 of compensation expense
      and
      forfeitures of $25,684. The Company has recorded compensation expense of
      $767,017 through October 31, 2007.





F-24


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006
  **NOTE
          L - STOCK INCENTIVE PLANS (Continued)**





*The
      2004 Incentive Stock Option Plan (Continued)*





Pursuant
      to SFAS No. 123r, paragraph 84, the following information is provided for those
      periods where share-based payment arrangements with employees are accounted
      for
      under the intrinsic value method of Opinion 25, which includes the first quarter
      of fiscal year 2006, or January 31, 2006. If the compensation cost for this
      plan
      had been determined based on the fair value at the grant dates for awards
      consistent with the fair-value method of SFAS Statement 123, the pro forma
      effect on the Company's net loss per share for the year ended October 31, 2006
      would have been:





Year
                EndedOctober
                31, 2006Net
                loss as reported
            
            
            ($2,399,604
            )Pro
                forma
            
            
            ($2,451,379
            )Net
                loss per share, as reported
            
            
            ($0.081
            )Pro
                forma
            
            
            ($0.082
            )




During
      the year ended October 31, 2006, the Company recognized net compensation expense
      of $368,629, including gross compensation expense of $394,313 and forfeitures
      of
      $25,684.





During
      the year ended October 31, 2006, under the previous method, APB 25, the company
      would have recognized $320,705 less of net compensation expense or $47,924,
      including gross compensation expense of $73,608 and forfeitures of
      $25,684.




F-25


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      L - STOCK INCENTIVE PLANS (Continued)**





*The
      2004 Incentive Stock Option Plan (Continued)*




The
      following table illustrates the effect of implementing SFAS 123r compared to
      APB
      25 for the year ended October 31, 2006:





FAS
                123r
            
            APB
                25
            
            DifferenceLoss
                from continuing operations
            
            $
            (1,112,439
            )
            $
            (791,734
            )
            $
            320,705Loss
                before income taxes
            
            
            (2,399,604
            )
            
            (2,078,899
            )
            $
            320,705Net
                income
            
            
            (2,399,604
            )
            
            (2,078,899
            )
            $
            320,705Cash
                used for operating activities
            
            
            206,673
            
            
            (114,032
            )
            $
            (320,705
            )Cash
                used for financing activities
            
            
            11,960
            
            
            11,960
            
            $
            -Earnings
                per share
            
            $
            (0.011
            )
            $
            (0.070
            )
            $
            (0.059
            )




The
      following information is provided in accordance with SFAS No. 123r, Share-Based
      payment, paragraph 84. If the compensation cost for this plan had been
      determined based on the fair value at the grant dates for awards consistent
      with
      the method of SFAS Statement 123r, the pro forma effect on the Company's net
      income (loss) per share for the years ended October 31, 2007 and 2006 would
      have
      been:




Year
                Ended October 31,2007
            
            2006Net
                income (loss) as reported
            
            $
            817,407
            
            
            ($2,399,604
            )Recognized
                fair value compensation cost expensed under SFAS 123r
            
            
            -
            
            
            (333,535
            )Recognized
                intrinsic value compensation cost expensed under APB 25
            
            
            -
            
            
            (35,094
            )Total
                recognized compensation expense related to this option
                plan
            
            
            -
            
            
            (368,629
            )Fair
                value compensation cost that would have been expensed under SFAS
                123r
            
            
            -
            
            
            (400,640
            )Increase
                in compensation expense over APB 25
            
            
            -
            
            
            (32,011
            )Pro
                forma net income (loss) if SFAS 123r been applied to all
                awards
            
            $
            817,407
            
            
            ($2,431,615
            )Net
                income (loss) per share, as reported
            
            $
            0.020
            
            
            ($0.081
            )Pro
                forma net income (loss) per share if SFAS 123r been applied to all
                awards
            
            $
            0.020
            
            
            ($0.082
            )




F-26


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      L - STOCK INCENTIVE PLANS (Continued)**





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





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





The
      Stock
      Incentive Plan has 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, 2006, the Company issued 1,355,355 shares to the
      members of the Board of Directors for services rendered. Total value of the
      issuances was $77,500. Value for shares issued for services is based on fair
      market value of our stock on the date of issuance.





During
      the year ended October 31, 2007, the Company issued 380,122 shares to directors
      for services rendered valued at $39,472 and accrued an additional $19,832 which
      141,656 shares of common stock were issued in November 2008. Value for shares
      issued for services is based on fair market value of our stock on the date
      of
      issuance





From
      inception through October 31, 2007, the Company has issued 2,110,650 shares
      to
      our directors under this stock incentive plan.





F-27


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      M - 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, 2006 a valuation allowance for the full amount of the net deferred
      tax asset was recorded because of uncertainties as to the amount of taxable
      income that would be generated in future years. The valuation allowance
      increased by approximately $312,500 for the year ended October 31, 2006,
      assuming a tax rate of 40%.





During
      the year ended October 31, 2007, our U.S. based operation had net income of
      approximately $233,500. Upon application of the subsidiary’s NOL the remaining
      NOL is $5,748,198. If the Company did not have an NOL carry forward taxes
      payable of approximately $93,400, based on a 40% tax rate, would have been
      payable as of October 31, 2007 to the United States and state taxing
      authorities.





United
      States Corporation Income Taxes





Year
                of Loss
            
            Amount
            
            Expiration
                DateOctober
                31, 2006
            
            $
            781,183
            
            
            October
                31, 2026October
                31, 2005
            
            
            3,969,331
            
            
            October
                31, 2025October
                31, 2004
            
            
            898,697
            
            
            October
                31, 2024October
                31, 2003
            
            
            53,638
            
            
            October
                31, 2023December
                31, 2002
            
            
            45,349
            
            
            December
                31, 2022$
            5,748,198





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





F-28


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      M - NET OPERATING LOSS CARRY FORWARD (Continued)**





During
      the year ended October 31, 2007, our wholly owned Canadian subsidiary generated
      net income for tax purposes of $948,000 CDN (approximately $997,900 USD).
      However, application of the subsidiary’s NOL resulted in zero tax liability as
      of October 31, 2007. If the Canadian subsidiary did not have an NOL carry
      forward approximately $320,000 would have been payable to the Federal and
      Provincial authorities based on a combined tax rate of approximately 32%. The
      subsidiary’s Federal and Provincial NOL carry forward balances as of November 1,
      2007 are as follows:





Canadian
      Income Taxes (Stated in CAD)





Year
                of Loss
            
            Federal
            
            Provincial
            
            Expiration
                DateOctober
                31, 2006
            
            $
            221,790
            
            $
            312,532
            
            
            October
                31, 2025October
                31, 2005
            
            
            -
            
            
            43,125
            
            
            October
                31, 2014$
            221,790
            
            $
            355,657




The
      Company receives tax credits for research and development activities from
      Revenue Canada, as illustrated below. Deferred tax credits from Revenue Canada
      associated with its research and development activities were fully allowed
      for
      in the fiscal year ended October 31, 2006 and prior. Given the results of
      operations during the year ended October 31, 2007, the Company determined that
      it was more likely than not that the credits would be available for use, thus
      no
      valuation allowance was made for the year ended October 31, 2007. As a result,
      the Company has recognized approximately $74,000 USD in tax credits available
      for future use.





(Amounts
                in Canadian Dollars)
            
            **October
                31, 2007**Deferred
                tax asset
            
            
            245,467Less:
                Valuation allowance
            
            
            (175,151
            )Net
                deferred tax asset
            
            
            70,316





In
      addition, the Company receives reimbursement of research and development
      activities from the Province of Quebec beyond the tax credits described above.
      As of October 31, 2007, the Company recognized approximately $44,000 as a
      receivable for those research and development activities.




F-29


SUPERCLICK,
          INC.
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
          ENDED OCTOBER 31, 2007 AND 2006


**NOTE
      N - RELATED PARTY TRANSACTION**





Mr.
      Pitcher, Chairman of the Company, provides consulting services to the Company
      in
      exchange for monthly compensation of $5,000 and related expenses. During the
      year ended October 31, 2007 and 2006, Mr. Pitcher received $71,690 and $47,885,
      respectively. In addition Mr. Pitcher was awarded 412,307 shares of common
      stock
      valued at the close price of the stock on the date of issuance or
      $32,984.





Mrs.
      Papapicco, Director of Operations, is the spouse of Mr. Natale, Chief Executive
      Officer of the Company. Mrs. Papapicco earns an annual salary of $80,000
      Canadian dollars. During the year ended October 31, 2007, Mrs. Natale received
      $54,135 in Canadian dollars or approximately $49,176 United Stated
      dollars.





**NOTE
      O - GOING CONCERN AND MANAGEMENT’S PLANS**





The
      Company has an accumulated capital deficit and significant debt 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
      P - SUBSEQUENT EVENTS**





141,656
      shares of common stock were issued in November 2008 to the Company Directors
      for
      services valued at $19,832.





172,500
      shares of common stock were issued pursuant to the exercise of 230,000 stock
      options covered by a settlement agreement dated October 31, 2007. There remains
      a final installment of 57,500 shares of common stock issuable as of the date
      of
      this report.





F-30