SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(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, 2009
    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
inMontreal)





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-K or any amendment to this
Form 10-K. o




The
Registrant’s revenues for the year ended October 31, 2009 were
$7,689,086.




The
aggregate market value of the Registrant's common stock held by non-affiliates
of the Registrant on December 24, 2009 (based on the closing sale price of US
$0.12 per share of the Registrant's common stock, as reported on
Over-The-Counter Bulletin Board on that date) was approximately U.S. $4,832,271.
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 December 24,
2009 was 45,312,251.





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









TABLE OF
CONTENTS





ITEM
      NUMBER AND CAPTION
                                  
                                  PAGEForward-Looking
      Statements
                                  
                                  1PART
      IItem
      1
                                  Business
                                  
                                  1Item
      1A
                                  Risk
      Factors
                                  
                                  4Item
      2
                                  Properties
                                  
                                  10Item
      3
                                  Legal
      Proceedings
                                  
                                  10Item
      4
                                  Submission
      of Matters to a Vote of Security Holders
                                  
                                  10PART
      IIItem
      5
                                  Market
      for Registrant’s Common Equity, Related StockholderMatters
      and Issuer purchases of Equity Securities
                                  
                                  11Item
      6
                                  Selected
      Financial
                                  
                                  15Item
      7
                                  Management's
      Discussion and Analysis of Financial Conditionand
      Results of Operations
                                  
                                  15Item
      7A
                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                  
                                  22Item
      8
                                  Financial
      Statements and Supplementary Data
                                  
                                  22Item
      9
                                  Changes
      in and Disagreements with Accountants on Accountingand
      Financial Disclosure
                                  
                                  22Item
      9A
                                  Controls
      and Procedures
                                  
                                  23PART
      IIIItem
      10
                                  Directors,
      Executive Officers and Corporate Governance
                                  
                                  24Item
      11
                                  Executive
      Compensation
                                  
                                  26Item
      12
                                  Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters
                                  
                                  30Item
      13
                                  Certain
      Relationships and Related Transactions,and
      Director Independence
                                  
                                  31Item
      14
                                  Principal
      Accounting Fees and Services
                                  
                                  31PART
      IVItem
      15
                                  Exhibits,
      financial Statement Schedules
                                  
                                  32









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 globally expand the installed room
base and to provide 24/7/365 customer support. At present, the Company has
installed its IP management products in approximately 120,000
rooms.





In order
to manage existing operations we will rely on the working capital generated by
the Company’s operations as well as to seek additional debt or equity financing.
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
SIMSTM  (“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.





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.




2




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 resources 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.





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.





3




RISK
FACTORS





Interested
persons should carefully consider the risks described below in evaluating the
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.





We
may be subject to indemnification obligations to our customers related to patent
infringement suits brought by separate vendors in our industry against some of
our customers.




We have
been made aware that several companies providing public Internet access have
been named in a lawsuit brought by a party claiming patent infringement. We have
not been named in this action, although some companies that have been named are
our customers. We have provided indemnification in our service contracts to
several of these customers. We believe that it is too early to determine whether
we have any exposure, but we have retained and consulted legal counsel to
maintain a vigilant and proactive posture. We are actively discussing with our
counsel ways that we can limit our potential liability. We are not defendants to
this suit, nor have we retained litigation counsel on the matter. We will
continue to monitor the situation. If we are named in the suit, it will require
us to incur legal expenses, which will have a negative impact on our
profitability. This in turn, may have a negative impact on our stock
price.





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




4




§
            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.





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.





A
third party has asserted that we and our customers are infringing on its
intellectual property. Whether successful or not, it could subject us to costly
and time-consuming litigation or expensive licenses, which could harm our
business.




There is
considerable patent and other intellectual property development activity in the
networking field and public Internet access industry. Our success depends, in
part, upon our not infringing upon the intellectual property rights of others.
Our competitors, as well as a number of other entities and individuals, own or
claim to own intellectual property relating to our industry and may have
substantially larger and broader patent portfolios than we do.  We expect
that networking and public Internet access-related intellectual property,
including ours, will be increasingly subject to third-party infringement claims
as the number of competitors in our industry segment grows and the functionality
of products and breadth of services in different industry segments expands and
overlaps.




5




We have
been named in a complaint by a competitor alleging that we and our customers are
infringing on certain of its patents.




We
believe we have meritorious defenses to these allegations.  Our
counsel has contacted counsel for the other party to discuss these
allegations.  Responding to and defending against claims may cause us
to incur significant expense and divert the time and efforts of our management
and employees. Successful assertion of such claims could require that we pay
substantial damages or ongoing royalty payments, prevent us from selling our
products and services, damage our reputation, or require that we comply with
other unfavorable terms, any of which could materially harm our business. In
addition, we may decide to pay substantial settlement costs in connection with
any claim or litigation, whether or not successfully asserted.




Litigation
with respect to intellectual property rights in the networking and Internet
access industries is not uncommon and can often involve patent holding companies
who have little or no product revenue and against whom our own patents may
provide little or no deterrence.  As our customers increasingly demand that
we indemnify them broadly from all damages and losses resulting from
intellectual property litigation against them, we may also be obligated to
indemnify our customers or business partners in connection with any such
litigation, which could further exhaust our resources. Furthermore, as a result
of an intellectual property challenge, we may be required to enter into royalty,
license or other agreements. We may not be able to obtain these agreements on
terms acceptable to us or at all. We may have to incur substantial cost in
re-designing our products and services to avoid infringement claims. In
addition, disputes regarding our intellectual property rights may dissuade
potential customers from purchasing such products and services. As such,
third-party claims with respect to intellectual property may reduce sales of our
products and services, and may have a material and adverse effect on our
business.





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




The
uncertain environment in the lodging industry and the economy will continue to
impact our financial results and growth.





The
present economic slowdown and the uncertainty over its breadth, depth and
duration have left it unclear whether the lodging industry’s growth environment
during the past few years will continue. Many economists have reported that the
U.S. economy is in a recession. Recent substantial increases in transportation
fuel costs, increases in air and ground travel costs and decreases in airline
capacity that could stem from higher fuel costs, could also reduce demand for
our customers’ hotel rooms which could result in lower demand for our solutions.
Accordingly, our financial results and growth could be harmed if the economic
slowdown continues for a significant period or becomes worse, or it
transportation costs remain at current high levels for an extended period or
increase further.





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.




7




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.





There
are risks associated with our planned growth.





We have
limited assets available to rely upon 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.





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
re-measured from the recording currency to the United States
dollar.   The resulting re-measurement 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.





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.




8




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.





As of
October 31, 2009, we had exercisable stock options outstanding to purchase
13,852,356 shares of common stock.  To the extent such options are
exercised 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
October 31, 2009, a total of 10,299,344 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. As of February 15, 2008, Rule 144 was
amended to provide that a person who is not affiliated with the issuer, holding
restricted securities for a period of six months may thereafter sell those
securities, if the issuer is current with its reporting requirements. Persons
who are not affiliated with the issuer and who have held their restricted
securities for at least one year are not subject to any limitations. Possible or
actual sales of our common stock by present shareholders under Rule 144 could
have a depressive effect on the price of our common stock.





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





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




9




ITEM
2 PROPERTIES




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:





Approximate
                                      
                                      Date
      CurrentLocation
                                      
                                      Square
      Feet
                                      
                                      Expires
                                      
                                      Monthly
      Rent10222
      St-Michel Boulevard
                                      
                                      5,900
      sq. ft.
                                      
                                      Sept.
      30, 2014
                                      
                                      US$
                                      4,695Suite
      300 Montreal, QuebecCANADA
      H1H 5H1





ITEM
3


LEGAL
PROCEEDINGS





Subsequent
to year end the Company was named as a defendant by Nomadix, Inc. in a complaint
for patent infringement of certain U.S. patents.  The matter has just
been brought forth and is early in its process and it is not possible to
reasonably determine the outcome of this complaint. The Company has been
monitoring this situation closely and believes it has meritorious defenses to
the claims. Accordingly, it is not possible, to assess whether or not the
Company needs to reserve for a potential settlement.





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.




10




PART
II





ITEM 5   MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES





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.





2008
                  
                  Low
                  
                  
                  HighFirst
      Quarter
                  
                  $
                  .12
                  
                  
                  $
                  .19Second
      Quarter
                  
                  $
                  .09
                  
                  
                  $
                  .17Third
      Quarter
                  
                  $
                  .10
                  
                  
                  $
                  .20Fourth
      Quarter
                  
                  $
                  .08
                  
                  
                  $
                  .14




2009First
      Quarter
                  
                  $
                  .03
                  
                  
                  $
                  .13Second
      Quarter
                  
                  $
                  .08
                  
                  
                  $
                  .17Third
      Quarter
                  
                  $
                  .11
                  
                  
                  $
                  .18Fourth
      Quarter
                  
                  $
                  .09
                  
                  
                  $
                  .15





On
December 24, 2009, the closing price was $0.12 for our stock.





Holders





Excluding
equity held through CEDE, there are approximately one thousand one hundred
ninety-five (1,195) holders of record of common equity as of December 14,
2009





Dividends





We have
not declared any dividends on our common stock during the last three 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.




11




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 October 31, 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.





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).





12





During
the year ended October 31, 2008, no options were canceled or
granted.  740,000 shares of common stock were issued pursuant to
option exercises, including 1) 230,000 shares issued pursuant to prior year
option exercises, and; 2) 510,000 shares issued pursuant to options exercised
during 2008 which resulted in $25,500 to the company.  No other option
activity occurred.





During
the year ended October 31, 2009, 100,000 options were canceled and none were
granted or exercised.





The
following table summarizes the Company's stock option activity for the year
ended October 31, 2009:





2009Weighted AverageShares
                      
                      
                      Exercise
      PriceOutstanding
      at beginning of year
                      
                      
                      13,952,356
                      
                      
                      $
                      0.075Granted
                      
                      
                      -
                      
                      
                      
                      -Forfeited
                      
                      
                      (100,000
                      )
                      
                      
                      0.050Exercised
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      at end of year
                      
                      
                      13,852,356
                      
                      
                      
                      0.075Options
      exerciseable at year end
                      
                      
                      13,852,356





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





In August
of 2005, we issued $2,250,000 of convertible debentures with 965,997 warrants
attached.  These warrants were canceled pursuant to a settlement
agreement dated January 23, 2009 whereby the Company made a $726,079 settlement
payment in full satisfaction of our outstanding debentures.





Stock Issued for Debt
Repayment





During
the year ended October 31, 2008, the Company issued 1,996,585 shares of common
stock, including 1,846,182 shares in exchange for $200,135 of debenture
principle and 150,403 shares of in exchange for $16,342 of accrued interest
related to our debentures.





During
the year ended October 31, 2009, the Company did not issue any stock in
repayment of debt.





Stock issued for
Services





During
the year ended October 31, 2008, the Company issued 384,122 shares of common
stock in exchange for director services.  Of the 384,122 shares, 1)
141,656 shares were issued for services performed in fiscal year 2007 which
expense of $19,832 was recognized in our fiscal year ending October 31, 2007,
and; 2) 242,466 shares were issued for services valued at
$34,645.  The Company has accrued $18,000 to common stock payable for
director services performed.  We anticipate the issuance of common
stock for these services during our first fiscal quarter of 2009.





During
the year ended October 31, 2009, the Company issued 75,000 shares of common
stock in exchange for director services.  The shares were issued for
services performed in fiscal year 2008 which expense of $9,000 was recognized in
our fiscal year ending October 31, 2008.  Also, the Company issued
300,000 irrevocable restricted shares of common stock in exchange for investor
relations services valued at fair market value of $0.18 per share or
$54,000.





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.




14


During
the year ended October 31, 2008, no options were canceled or
granted.  740,000 shares of common stock were issued pursuant to
option exercises, including 1) 230,000 shares issued pursuant to prior year
option exercises, and; 2) 510,000 shares issued pursuant to options exercised
during 2008 which resulted in $25,500 to the company.  No other option
activity occurred.





During
the year ended October 31, 2009, 100,000 options were canceled, and none were
granted or exercised.





Warrants





At
October 31, 2009 the Company had no warrants outstanding.  The 965,997
warrants related to the convertible debentures which entitled the holder thereof
the right to purchase one common share for each warrant were canceled as a
result of the debenture settlement.  No other warrant activity
occurred during 2009.





ITEM
6


SELECTED
FINANCIAL DATA





Smaller
reporting companies:





A
registrant that qualifies as a smaller reporting company, as defined by
§229.10(f)(1), is not required to provide the information required by this
Item.





ITEM
7


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.




15


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-K.





Overview





We derive
the majority of our revenue from the installation of our Superclick Internet
Access Management System (SIMSTM) 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.





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.





Critical
Accounting Policies





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





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.




16


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.





When
accounting for Uncertainty in Income Taxes, first, the tax position is evaluated
to determine the likelihood that it will be sustained upon external
examination.  If the tax position is deemed “more-likely-than-not” to
be sustained, the tax position is then assessed to determine the amount of
benefit to recognize in the financial statements.  The amount of the
benefit that may be recognized is the largest amount that has a greater than
50 percent likelihood of being realized upon ultimate
settlement.  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.  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.




17


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.





Results
of Operations





Twelve
Months Ended October 31, 2009 and 2008





Revenue





During
the year ended October 31, 2009, revenue increased $926,219 or 13.7% to
$7,689,086 compared to $6,762,867 for the year ended October 31,
2008.  The favorable sales variances were incurred in both revenue
streams.  Compared to the previous year, net service revenue which
includes installation revenue increased 4.4% to $3,924,024 and services revenue
which includes guest support services increased 25.3% to $3,765,062. The
Superclick solution continues to receive strong validation from new clients and
existing clients.  Along with year over year increases in net sales,
the Company was able to secure support contracts not only with new customers but
successfully renew services with existing clients.





Gross
Profit





Gross profit for the year ended October
31, 2009increased by $629,130or18.8% to $3,973,858compared to $3,344,728for the year ended October 31,
2008.  Gross
margin for the current year was51.7% compared to 49.5% the previous year.Gross profit outperformed sales growth
as revenue increased 13.7% but the gross profit increased 18.8%. The Company
continues to deploy and service new and existing installations in a manner that
is both effective and efficient resulting in continued strength in
margins.  All deployments are supervised by our own team of engineers,
minimizing the need for outsourced services which has proven to be
efficient.  The Company owns and operates its own call center, which
is located in Montreal, hence retaining full control over
margins.





Selling,
General and Administrative





For the
years ended October 31, 2009 and 2008, selling, general and administrative
expenses were $1,868,656 and $1,258,848, respectively.  The $609,808
or 48.4% increase in SG&A was primarily due to losses resulting from a
decrease in the value of the US dollar relative to the Canadian dollar
($518,349) and increases in other various costs.




18


Research
and Development





For the
years ended October 31, 2009 and 2008, research and development expense was
$217,211 and $183,408, respectively.  The $33,803 or 18.4%
year-over-year increase was mainly due to increases in human resources to
further solidify our solutions.





Income
from operations





Income
from operations for the year ended October 31, 2009 was $1,845,665 or 24.0% of
net revenue compared to $1,840,843 or 27.2% of net revenue for the year ended
October 31, 2008, a $4,822 or 0.3% increase.





Other
Income and Expense





Interest
income for the years ended October 31, 2009 and 2008 was $584 and $12,323,
respectively.





Interest
expense for the years ended October 31, 2009 and 2008 was $31,689 and $162,623,
respectively.  Interest expense represents interest incurred on the
debenture and on a note payable to one of the former shareholders of Hotel Net
LLC.  The decrease in interest expense is due to only one month of
debenture interest in 2009 compared to 12 months in 2008.  All debt
has been paid as of October 31, 2009.





During
the years ended October 31, 2009 and 2008, the Company recognized a gain on the
forgiveness of debt of $89,297 and $8,846, respectively.  $79,970 of
the current year’s gain was the result of a negotiated decrease in repayment
amount for the debenture in exchange for the settlement of the
balance.  The remainder of the gain was due to a reduction in the
amounts agreed to be paid on three Hotel Net notes in exchange for early
settlement.





During
the years ended October 31, 2009 and 2008, we recognized a derivative gain of $0
and $17,963, respectively, related to the warrants which were issued in
connection with the convertible debentures.  The warrants were
canceled when the debenture was paid in January 2009.





Total
other income and expense for the year ended October 31, 2009 was income of
$58,192 compared to expense of $123,491 the previous year.





Net
Income





The net
income before income taxes for the year ended October 31, 2009 was $1,903,857 or
24.8% of net revenue representing an improvement of $186,505 or 10.9% compared
to $1,717,352 or 25.4% of net revenue during the year ended October 31,
2008.  The Company recorded $611,732 in income tax expense during the
year ended October 31, 2009 compared to $157,175 in 2008.  As a
result, net income for the year ended October 31, 2009 was $1,292,125 or 16.8%
of revenue and $268,052 or 17.2% lower compared net income of $1,560,177, or
23.1% of revenue for 2008.




19


Net
Income (Loss) Per Common Share





For the
years ended October 31, 2009, the net income per common share basic was $0.03
and $0.02 fully diluted, compared to $0.04 basic and $0.02 fully diluted for the
year ended October 31, 2008.  The basic and fully diluted weighted
average shares for the current fiscal year end was 45,134,205 and 58,986,561,
respectively.  The basic and fully diluted weighted average shares for
the year ended October 31, 2008 was 43,795,492 and 74,879,672,
respectively.





FINANCIAL
CONDITION





From
inception to October 31, 2009, we have incurred an accumulated deficit of
$4,595,719.  This loss has been incurred through a combination of
professional fees and expenses supporting our plans to acquire synergistic
businesses as well as past operating losses.  However, in the current
year we have experienced organic growth resulting in a larger customer
base.  Net revenue has grown 13.7% producing a net profit margin after
taxes of 16.8%.





From
inception through 2007, we financed our operations primarily through debt and
equity financing.  However, during the past two fiscal years we have
repaid all prior debts and financed our operations through operating
earnings.  During the year ended October 31, 2009 we had a net
increase in cash of $1,410,538.  Total cash resources as of October
31, 2009 was $2,192,058 compared with $781,520 at October 31, 2008.





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





The
Company generates cash flow from operations. Net income for the year ended
October 31, 2009 was $1,292,125 compared to $1,560,177 for the year ended
October 31, 2008 and the operations provided $2,009,223 of cash compared to
$771,728 for the year ended October 31, 2008.





During
the year ended October 31, 2009 and 2008, the Company 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 did not accrue interest and mature
December 31, 2009.  The remaining note was renegotiated down in
exchange for being paid off.  During 2009, the Company paid $203,317
in satisfaction of all Hotel Net note holders. All notes have been paid in full
as at October 31, 2009.




20


During
the year ended October 31, 2008, we issued 1,996,585 shares of Common Stock in
exchange for $216,477 of debt principle and accrued interest of our convertible
debentures.





During
the year ended October 31, 2008, we issued 384,122 shares of Common Stock to our
directors in exchange for services performed, including 1) 141,656 which was
expensed in 2007 and payable at October 31, 2007 valued at $19,832, and; 2)
242,466 for 2008 services valued at $34,645.





On
January 23, 2009, the Company made a $726,079 settlement payment in full
satisfaction of all outstanding debentures.  This payment was in
addition to other principle payments of $41,588 made during the
quarter.  The holder of our debentures accepted 90% of the outstanding
principle and interest in full satisfaction resulting in a gain to the Company
of $79,970.





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.





Off-Balance
Sheet Arrangements





At
October 31, 2009 we had no obligations that would qualify to be disclosed as
off-balance sheet arrangements.





Contractual
Obligations





Operating lease
obligations:  Operating lease obligations consist of office
rental commitment for our offices in Montréal, Québec,
Canada.   On October 1, 2009 we renewed a lease for office space
in Montréal.  The lease extends through September 30, 2014 at a rate
of $4,695 per month.





At
October 31, 2009, our contractual obligations under this lease were as
follows:





2010
                    
                    $
                    56,3402011
                    
                    
                    56,3402012
                    
                    
                    56,3402013
                    
                    
                    56,3402014
      and thereafter
                    
                    
                    51,645$
                    277,005




21


Item
7A


QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Currency Exchange
Rates





A
majority of our revenue, expense, and capital purchasing activities are
transacted in and exposed to the Canadian dollar and changes in the
currency exchange rate.  We do not use derivative financial
instruments to manage currency exchange rate risk.  Realized gains and
losses resulting from the settlement of accounts in the foreign currency are
recorded to operating income during the period incurred with changes due to
conversion of the financial statements of our Canadian subsidiary are recorded
to shareholder’s equity.  During the year ended October 31, 2009 and
2008, the Company realized a loss of $240,483 and a gain of $277,866,
respectively or a net gain over the past two years of $37,383 related to the
settlement of accounts in foreign currency.  Based on the historical
realized gain, and favorable exchange rate trends, management does not intend to
initiate a hedging program.




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, 2009.   However, there can be no assurance our
business will not be affected by inflation in the future.





ITEM
8


FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





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





ITEM
9


CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL
DISCLOSURE




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




22


ITEM
9A


CONTROLS
AND PROCEDURES





The term
disclosure controls and procedures means controls and other procedures of an
issuer that are designed to ensure that information required to be disclosed by
the issuer in the reports that it files or submits under the Exchange Act (15
U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the
time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.





The term
internal control over financial reporting is defined as a process designed by,
or under the supervision of, the issuer’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
issuer’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      issuer;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the issuer
      are being made only in accordance with authorizations of management and
      directors of the issuer; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the issuer’s assets that
      could have a material effect on the financial
  statements.





Our
management, including our chief executive officer and chief financial officer,
does not expect that our disclosure controls and procedures or our internal
controls over financial reporting will prevent all error and all
fraud.  A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met.  Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.  Because of
inherent limitations in all control systems, internal control over financial
reporting may not prevent or detect misstatements, and no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the registrant have been detected.  Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.




23


Evaluation
of Disclosure and Controls and Procedures.  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange
Act.  Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.  We carried out an evaluation, under the supervision and with
the participation of our management, including our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report.  The evaluation was undertaken in consultation with our
accounting personnel.  Based on that evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures are currently effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms.  As we develop new business or if we
engage in an extraordinary transaction, we will review our disclosure controls
and procedures and make sure that they remain adequate.





Changes
in Internal Controls over Financial Reporting.  There were no
changes in the internal controls over our financial reporting that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





This
report does not include an attestation report of the registrant’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
registrant’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the registrant to provide
only management’s report in this report.





PART
III





ITEM
10


DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





In
Compliance With Section 16(a) Of The Exchange Act As of October 31, 2009, our
executive officers, directors and key employees, their positions and their ages
are as follows:




DIRECTORS
AND EXECUTIVE OFFICERS





Name
              
              Age
              
              PositionTodd
      M. Pitcher
              
              41
              
              Chairman
      of the BoardSandro
      Natale
              
              40
              
              CEO,
      President and DirectorJean
      Perrotti
              
              47
              
              CFO
      and Principal Accounting OfficerPaul
      Gulyas
              
              53
              
              DirectorGeorge
      Vesnaver
              
              52
              
              DirectorRonald
      A. Fon
              
              42
              
              Director




24


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.  Mr.
Pitcher is currently Managing Partner of Aspire Clean Tech Communications, an
alternative energy advisory and corporate communications firm. 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.




25


GEORGE VESNAVER – Mr. Vesnaver
has been a Director of our company since August, 2004. Mr. Vesnaver is currently
Vice-President of Sales and a Partner of Zinc Solutions based in Montreal where
he oversees innovative software development and infrastructure projects.
Mr Vesnaver brings over 25 years experience in building IT businesses
that specialize in the delivery of IT Professional Services and Software based
solutions.   Prior to Zinc Solutions, Mr. Vesnaver held numerous senior
positions at Hewlett Packard including Director of Sales for its Canadian
Software Business Unit as well as Director World Wide Sales for HP's Software
Automation business.  Mr. Vesnaver holds a bachelor’s degree in electrical
engineering from Concordia University and an MBA in international business and
finance from McGill University.





PAUL GULYAS- Director. Mr.
Gulyas has been a director of the Company since 2004. He has more than 32 years
of diverse industrial experience in IT systems and products. He is currently
responsible for IBM's new data center networking business in Canada. Previously,
he was President of IOTA Information Management and is a founding partner of the
consulting firm


TACTexe
Inc. Mr. Gulyas has a BSc in Physics from McMaster University in Hamilton
Ontario.





RONALDA. FON - Director.  Mr. Fon
has been a director for the Company since 2009.  Mr. Fon is a founder and
principal of Optimus Asset Management Inc., a money management firm specializing
in early stage venture capital based in Montreal, Quebec.  He has served as
Director of numerous investment funds and early stage companies. Mr. Fon holds a
B.A. (Honors) from McGill University in Montreal and has attended graduate
school at the University of Western Ontario in London, Ontario.





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, 2009.





ITEM
11


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 2009 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 2009.


26





(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,
                            
                            2009
                            
                            $
                            149,603
                            
                            
                            $
                            139,350CEO
                            
                            2008
                            
                            $
                            178,786
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —2007
                            
                            $
                            150,259
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (900,000
                            )
                            
                            
                            —
                            
                            
                            
                            —Jean
      Perrotti,
                            
                            2009
                            
                            $
                            132,506
                            
                            
                            $
                            34,195CFO
                            
                            2008
                            
                            $
                            117,692
                            
                            
                            $
                            29,198
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —2007
                            
                            $
                            109,008
                            
                            
                            $
                            27,252
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (600,000
                            )
                            
                            
                            —
                            
                            
                            
                            —





OPTIONS
AND STOCK APPRECIATION RIGHTS





During
the year ended October 31, 2009 no options or stock appreciation rights were
granted.





The
Company has recorded option compensation expense of $767,017 from inception
through October 31, 2009.





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.


27





During
the year ended October 31, 2008, the Company issued 384,122 shares to directors
for services rendered valued at $54,477 and accrued an additional
$18,000.  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,
2008:





During
the year ended October 31, 2009, the Company issued 75,000 shares of common
stock in exchange for director services.  The shares were issued for
services performed in fiscal year 2008 which expense of $9,000 was recognized in
our fiscal year ending October 31, 2008.





Name
                    
                    Fees
                      earned or
                      paid in cash
                    
                    
                    Stock
                      awards
                    
                    
                    Option
                      awards
                    
                    
                    Non-equity
                      incentive plan
                      compensation
                    
                    
                    Nonqualified
                      deferred
                      compensation
                      earnings
                    
                    
                    All other
                      compensation
                    
                    
                    TotalPaul
      Gulyas
                    
                    
                    13,080
                    
                    
                    
                    3,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    249
                    
                    
                    $
                    16,329George
      Vesnaver
                    
                    
                    13,037
                    
                    
                    
                    3,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    167
                    
                    
                    $
                    16,204Todd
      Pitcher
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    0Ronald
      A. Fon
                    
                    
                    7,352
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    348
                    
                    
                    $
                    7,700Wendy
      Borow-Johnson
                    
                    
                    -
                    
                    
                    
                    3,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    3,000Total
                    
                    $
                    33,469
                    
                    
                    $
                    9,000
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    764
                    
                    
                    $
                    43,233





From
inception through October 31, 2009, the Company has issued 2,569,772 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.





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.


28





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





During
the year ended October 31, 2008 510,000 options were exercised resulting in
$25,500 to the company and the issuance of 510,000 shares of common
stock.





As of
October 31, 2008, the Company had 13,952,356 outstanding options all of which
were exercisable.  The value to the company of the exercisable options
based on their actual strike prices is $1,045,553.





During
the year ended October 31, 2009 100,000 options were canceled.  As of
October 31, 2009, the Company had 13,852,356 outstanding options all of which
were exercisable.  The value to the company of the exercisable options
based on their actual strike prices is $1,040,553.





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.





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.


29





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 $175,000 plus bonus
based on certain thresholds being met.





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 $155,000 plus bonus
based on certain thresholds being met.





ITEM
12


SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND


MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





The
following table sets forth certain information regarding beneficial ownership of
our common stock as of October 31, 2009, 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.


30





Name
                      
                      Shares Beneficially Owned
                      
                      
                      Percent of ClassSandro
      Natale (Canada)
                      
                      
                      6,589,430
                      
                      
                      
                      11.14
                      %Jean
      Perrotti (Canada)
                      
                      
                      2,400,000
                      
                      
                      
                      4.06
                      %Todd
      M. Pitcher
                      
                      
                      828,359
                      
                      
                      
                      1.40
                      %George
      Vesnaver (Canada)
                      
                      
                      574,882
                      
                      
                      
                      *Paul
      Gulyas (Canada)
                      
                      
                      551,782
                      
                      
                      
                      *Ronald
      A. Fon (Canada)
                      
                      
                      100,000
                      
                      
                      
                      *All
      Officers and Directors as a Group
                      
                      
                      11,044,453
                      
                      
                      
                      18.67
                      %(*)
      means less than 1.0%





ITEM
13


CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR


INDEPENDENCE





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.





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 2009 were
$62,990.  Additionally, Bedinger & Company has charged $5,000 for
tax preparation services for fiscal year 2009.





(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 2009.


31





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





Not
applicable.





ITEM
15


EXHIBITS
LISTS AND REPORTS ON FORM 8-K.





The
following exhibits filed as part of this Form 10-K 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).





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
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).





10.4
Retirement of employee stock options (Incorporated by reference filed with the
Company's Form 8-K on November 7, 2007).





13.1
Annual report to shareholders for the fiscal year ended October 31, 2008
(Incorporated by reference filed as form 10KSB on January 20,
2009).





13.2
Quarterly report to shareholders for quarter ended January 31, 2009
(Incorporated by reference filed as form 10QSB on March 16,
2009).


32





13.3
Quarterly report to shareholders for quarter ended April 30, 2009 (Incorporated
by reference filed as Form 10QSB on June 9, 2009).





13.3
Quarterly report to shareholders for quarter ended July 31, 2008 (Incorporated
by reference filed as Form 10QSB on September 15, 2009).





17.1
Resignation of Wendy Borow Johnson from the Company's board of directors
(Incorporated by reference filed with the Company’s 8-K on February 19,
2009).





20.2
Annual financial update via conference call (Incorporated by reference filed
with the Company’s Form 8-K on March 17, 2009).





20.3
Annual Shareholder Meeting presentation (Incorporated by reference filed with
the Company’s Form 8-K on April 1, 2009).





20.4
Quarterly financial update via press release (Incorporated by reference filed
with the Company’s Form 8-K on March 17, 2009).





20.5
Quarterly financial update via press release (Incorporated by reference filed
with the Company’s Form 8-K on September 17, 2009).





20.6
Master Software License and Services Agreement with Hospitality Services Plus
SA(Incorporated
by reference filed with the Company’s 8-K on May 1, 2009).





23.1
Consent of Independent Public Accountant, dated January 8, 2010





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.


33


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 8, 2010
                  Superclick,
      Inc.By:  /s/
      Sandro NataleSandro
      NataleChief
      Executive Officer





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





SIGNATURE
      TITLE DATE/s/ Sandro Natale, January 8,
      2010Sandro
      Natale, Chief Executive
Officer





/s/ Jean Perrotti, January 8,
      2010Jean
      Perrotti, Chief Financial Officer and Principle Accounting
      Officer





BOARD OF
DIRECTORS





/s/ Todd M. Pitcher
              
              Chairman
      and Secretary
              
              January
      8, 2010Todd
      M. Pitcher/s/ Sandro Natale
              
              Director
              
              January
      8, 2010Sandro
      Natale/s/ Paul Gulyas
              
              Director
              
              January
      8, 2010Paul
      Gulyas/s/ George Vesnaver
              
              Director
              
              January
      8, 2010George
      Vesnaver


34





SUPERCLICK,
INC.





REPORT ON AUDIT OF
CONSOLIDATED FINANCIAL STATEMENTS





YEARS ENDED OCTOBER 31, 2009
AND 2008





CONTENTS




PAGEReport
      of Independent Registered Public Accounting Firm
              F-1FINANCIAL
      STATEMENTSConsolidated
      Balance Sheets
              F-2Consolidated
      Statements of Operations
              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-7-25


35


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, 2009 and 2008 and the related consolidated
statements of operations, stockholders’ equity, comprehensive income (loss), and
cash flows for the years ended October 31, 2009 and October 31,
2008.  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, 2009 and 2008 and the related consolidated
statements of operations, stockholders’ equity, comprehensive income (loss), and
cash flows for the years ended October 31, 2009 and October 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.





/s/
      Bedinger & CompanyCertified
      Public AccountantsConcord,
      CaliforniaDecember
      21, 2009


F-1





SUPERCLICK,
      INC.Consolidated
      Balance SheetsOctober
      31,
                                                                  
                                                                  
                                                                  October
      31,2009
                                                                  
                                                                  
                                                                  2008ASSETSCURRENT
      ASSETSCash
                                                                  
                                                                  $
                                                                  2,192,058
                                                                  
                                                                  
                                                                  $
                                                                  781,520Accounts
      receivable, net (Notes A&B)
                                                                  
                                                                  
                                                                  1,481,814
                                                                  
                                                                  
                                                                  
                                                                  2,142,205Tax
      refund receivable (Note N)
                                                                  
                                                                  
                                                                  5,279
                                                                  
                                                                  
                                                                  
                                                                  48,269Deferred
      tax asset (Note N)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  78,556Inventory
      (Note C)
                                                                  
                                                                  
                                                                  73,276
                                                                  
                                                                  
                                                                  
                                                                  330,298Prepaid
      expenses
                                                                  
                                                                  
                                                                  31,498
                                                                  
                                                                  
                                                                  
                                                                  20,139TOTAL
      CURRENT ASSETS
                                                                  
                                                                  
                                                                  3,783,925
                                                                  
                                                                  
                                                                  
                                                                  3,400,987Property
      and Equipment, net (Note D)
                                                                  
                                                                  
                                                                  126,989
                                                                  
                                                                  
                                                                  
                                                                  153,397TOTAL
      ASSETS
                                                                  
                                                                  $
                                                                  3,910,914
                                                                  
                                                                  
                                                                  $
                                                                  3,554,384LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses (Note E)
                                                                  
                                                                  $
                                                                  801,290
                                                                  
                                                                  
                                                                  $
                                                                  764,646Income
      taxes payable (Note F)
                                                                  
                                                                  
                                                                  330,718
                                                                  
                                                                  
                                                                  
                                                                  84,220Deferred
      revenue (Note G)
                                                                  
                                                                  
                                                                  1,184,537
                                                                  
                                                                  
                                                                  
                                                                  1,643,665Loans
      payable
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  12,626Notes
      payable (Note H)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  193,400Convertible
      debentures (Note l)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  841,558TOTAL
      CURRENT LIABILITIES
                                                                  
                                                                  
                                                                  2,316,545
                                                                  
                                                                  
                                                                  
                                                                  3,540,115TOTAL
      LIABILITIES
                                                                  
                                                                  
                                                                  2,316,545
                                                                  
                                                                  
                                                                  
                                                                  3,540,115Commitments
      (Note J)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -STOCKHOLDERS'
      EQUITY (Note K)Common
      stock, par value $.0006, 175,000,000 shares authorized; issued and
      outstanding45,312,251
      and 44,937,251 at October 31, 2009 and 2008, respectively.
                                                                  
                                                                  
                                                                  27,729
                                                                  
                                                                  
                                                                  
                                                                  27,504Common
      stock payable
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  18,000Additional
      paid-in capital
                                                                  
                                                                  
                                                                  6,123,489
                                                                  
                                                                  
                                                                  
                                                                  6,060,714Accumulated
      deficit
                                                                  
                                                                  
                                                                  (4,595,719
                                                                  )
                                                                  
                                                                  
                                                                  (5,863,820
                                                                  )Accumulated
      other comprehensive income (loss)
                                                                    (Cumulative
      translation adjustment)
                                                                  
                                                                  
                                                                  54,010
                                                                  
                                                                  
                                                                  
                                                                  (212,989
                                                                  )Treasury
      Stock
                                                                  
                                                                  
                                                                  (15,140
                                                                  )
                                                                  
                                                                  
                                                                  (15,140
                                                                  )TOTAL
      STOCKHOLDERS' EQUITY
                                                                  
                                                                  
                                                                  1,594,369
                                                                  
                                                                  
                                                                  
                                                                  14,269TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                  
                                                                  $
                                                                  3,910,914
                                                                  
                                                                  
                                                                  $
                                                                  3,554,384





SEE
NOTES TO FINANCIAL STATEMENTS


F-2





SUPERCLICK,
      INC.Consolidated
      Statements of OperationsYears Ended October 31, 2009 and
      2008Year
      EndedOctober 31,2009
                                          
                                          
                                          2008RevenueNet
      Sales
                                          
                                          $
                                          3,924,024
                                          
                                          
                                          $
                                          3,756,874Services
                                          
                                          
                                          3,765,062
                                          
                                          
                                          
                                          3,005,993Net
      revenue
                                          
                                          
                                          7,689,086
                                          
                                          
                                          
                                          6,762,867Cost
      of goods sold
                                          
                                          
                                          3,715,228
                                          
                                          
                                          
                                          3,418,139Gross
      profit
                                          
                                          
                                          3,973,858
                                          
                                          
                                          
                                          3,344,728Costs and ExpensesSelling,
      general & administrative
                                          
                                          
                                          1,868,656
                                          
                                          
                                          
                                          1,258,848Research
      & development
                                          
                                          
                                          217,211
                                          
                                          
                                          
                                          183,408Depreciation
                                          
                                          
                                          42,326
                                          
                                          
                                          
                                          61,629Total
      costs and expenses
                                          
                                          
                                          2,128,193
                                          
                                          
                                          
                                          1,503,885Income
      from operations
                                          
                                          
                                          1,845,665
                                          
                                          
                                          
                                          1,840,843Other Income and (Expense)Interest
      income
                                          
                                          
                                          584
                                          
                                          
                                          
                                          12,323Interest
      expense
                                          
                                          
                                          (31,689
                                          )
                                          
                                          
                                          (162,623
                                          )Gain
      on forgiveness of debt
                                          
                                          
                                          89,297
                                          
                                          
                                          
                                          8,846Derivative
      gain (loss)
                                          
                                          
                                          -
                                          
                                          
                                          
                                          17,963Total
      other income (expense)
                                          
                                          
                                          58,192
                                          
                                          
                                          
                                          (123,491
                                          )Net
      income before income taxes
                                          
                                          
                                          1,903,857
                                          
                                          
                                          
                                          1,717,352Income
      taxes
                                          
                                          
                                          (611,732
                                          )
                                          
                                          
                                          (157,175
                                          )Net
      income
                                          
                                          $
                                          1,292,125
                                          
                                          
                                          $
                                          1,560,177Net
      income per common share:Basic
                                          
                                          $
                                          0.03
                                          
                                          
                                          $
                                          0.04Diluted
                                          
                                          $
                                          0.02
                                          
                                          
                                          $
                                          0.02Weighted
      average common shares outstanding:Basic
                                          
                                          
                                          45,134,205
                                          
                                          
                                          
                                          43,795,492Diluted
                                          
                                          
                                          58,986,561
                                          
                                          
                                          
                                          74,879,672





SEE
NOTES TO FINANCIAL STATEMENTS


F-3


SUPERCLICK,
      INC.Consolidated
      Statement of Stockholder's EquityYears Ended October 31, 2009 and
      2008
 DeficitAccumulated
                                                      
                                                      
                                                      AccumulatedCommon Stock
                                                      
                                                      
                                                      Additional
                                                      
                                                      
                                                      During
      the
                                                      
                                                      
                                                      Other
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      TotalNumber
      of
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      Paid-in
                                                      
                                                      
                                                      Developmental
                                                      
                                                      
                                                      Comprehensive
                                                      
                                                      
                                                      Treasury
                                                      
                                                      
                                                      Stockholders'Shares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Payable
                                                      
                                                      
                                                      Capital
                                                      
                                                      
                                                      Stage
                                                      
                                                      
                                                      Income (loss)
                                                      
                                                      
                                                      Stock
                                                      
                                                      
                                                      EquityBALANCES
      October 31, 2007
                                                      
                                                      
                                                      41,816,544
                                                      
                                                      
                                                      $
                                                      25,631
                                                      
                                                      
                                                      $
                                                      31,332
                                                      
                                                      
                                                      $
                                                      5,754,632
                                                      
                                                      
                                                      $
                                                      (7,423,997
                                                      )
                                                      
                                                      $
                                                      (31,902
                                                      )
                                                      
                                                      $
                                                      (15,140
                                                      )
                                                      
                                                      $
                                                      (1,659,444
                                                      )Shares
      issued during the period:Shares
      issued for services
                                                      
                                                      
                                                      384,122
                                                      
                                                      
                                                      
                                                      230.00
                                                      
                                                      
                                                      
                                                      (1,832
                                                      )
                                                      
                                                      
                                                      54,247
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      52,645Shares
      issued for interest payable
                                                      
                                                      
                                                      150,403
                                                      
                                                      
                                                      
                                                      90.00
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      16,252
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      16,342Shares
      issued for retirement of convertible debentures
                                                      
                                                      
                                                      1,846,182
                                                      
                                                      
                                                      
                                                      1,108.00
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      199,027
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      200,135Stock
      options exercised
                                                      
                                                      
                                                      740,000
                                                      
                                                      
                                                      
                                                      445.00
                                                      
                                                      
                                                      
                                                      (11,500
                                                      )
                                                      
                                                      
                                                      36,556
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      25,501Stock
      subscriptions receivable
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      -Foreign
      Currency Translation Adjustment
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (181,087
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (181,087
                                                      )Net
      profit
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,560,177
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,560,177BALANCES
      October 31, 2008
                                                      
                                                      
                                                      44,937,251
                                                      
                                                      
                                                      $
                                                      27,504
                                                      
                                                      
                                                      $
                                                      18,000
                                                      
                                                      
                                                      $
                                                      6,060,714
                                                      
                                                      
                                                      $
                                                      (5,863,820
                                                      )
                                                      
                                                      $
                                                      (212,989
                                                      )
                                                      
                                                      $
                                                      (15,140
                                                      )
                                                      
                                                      $
                                                      14,269Shares
      issued during the period:Shares
      issued for services
                                                      
                                                      
                                                      375,000
                                                      
                                                      
                                                      
                                                      225.00
                                                      
                                                      
                                                      
                                                      (18,000
                                                      )
                                                      
                                                      
                                                      62,775
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      45,000Other
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (24,023
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (24,023
                                                      )Foreign
      Currency Translation Adjustment
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      266,999
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      266,999Net
      profit
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,292,125
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,292,125BALANCES
      October 31, 2009
                                                      
                                                      
                                                      45,312,251
                                                      
                                                      
                                                      $
                                                      27,729
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      6,123,489
                                                      
                                                      
                                                      $
                                                      (4,595,719
                                                      )
                                                      
                                                      $
                                                      54,010
                                                      
                                                      
                                                      $
                                                      (15,140
                                                      )
                                                      
                                                      $
                                                      1,594,369
 
 SEE
NOTES TO FINANCIAL STATEMENTS
 
 F-4





SUPERCLICK,
      INC.Consolidated
      Statements of Comprehensive IncomeYears Ended October 31, 2009 and
      2008Year
      EndedOctober 31,2009
                          
                          
                          2008Net
      earnings
                          
                          $
                          1,292,125
                          
                          
                          $
                          1,560,177Other
      comprehensive income Foreign currency translation
    adjustment
                          
                          
                          266,999
                          
                          
                          
                          (181,087
                          )Net
      comprehensive income
                          
                          $
                          1,559,124
                          
                          
                          $
                          1,379,090





SEE
NOTES TO FINANCIAL STATEMENTS


F-5





SUPERCLICK,
      INC.Consolidated
      Statements of Cash FlowsYears Ended October 31, 2009 and
      2008Years
      EndedOctober 31,2009
                                
                                
                                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                                
                                $
                                1,292,125
                                
                                
                                $
                                1,560,177Adjustments
      to reconcile net income to net cash provided (used) by operating
      activities:Depreciation
                                
                                
                                42,325
                                
                                
                                
                                61,629Stock
      issued for services
                                
                                
                                54,000
                                
                                
                                
                                52,645Derivative
      gain on warrants issued with debentures
                                
                                
                                -
                                
                                
                                
                                (17,963
                                )Stock
      issued for accrued interest
                                
                                
                                -
                                
                                
                                
                                16,342Gain
      on forgiveness of debt
                                
                                
                                (89,297
                                )
                                
                                
                                -Deferred
      taxes
                                
                                
                                17,461
                                
                                
                                
                                (21,368
                                )CHANGES
      IN ASSETS AND LIABILITIES:Accounts
      receivable
                                
                                
                                722,152
                                
                                
                                
                                (1,689,390
                                )Other
      receivables
                                
                                
                                3,577
                                
                                
                                
                                31,164Prepaid
      expenses
                                
                                
                                (7,173
                                )
                                
                                
                                (1,954
                                )Inventory
                                
                                
                                287,225
                                
                                
                                
                                (211,529
                                )Accounts
      payable and accrued expenses
                                
                                
                                (264,537
                                )
                                
                                
                                281,654Accrued
      payroll
                                
                                
                                63,467
                                
                                
                                
                                84,103Income
      taxes payable and receivable
                                
                                
                                326,180
                                
                                
                                
                                76,045Deferred
      revenue
                                
                                
                                (438,282
                                )
                                
                                
                                550,173CASH
      PROVIDED BY OPERATING ACTIVITIES
                                
                                
                                2,009,223
                                
                                
                                
                                771,728CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of furniture and equipment
                                
                                
                                -
                                
                                
                                
                                (14,042
                                )CASH
      (USED) FOR INVESTING ACTIVITIES
                                
                                
                                -
                                
                                
                                
                                (14,042
                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of loans
                                
                                
                                (203,317
                                )
                                
                                
                                (107,583
                                )Repayment
      of convertible debenture
                                
                                
                                (761,588
                                )
                                
                                
                                (479,953
                                )Stock
      options exercised
                                
                                
                                -
                                
                                
                                
                                37,000CASH
      (USED) FOR FINANCING ACTIVITIES
                                
                                
                                (964,905
                                )
                                
                                
                                (550,536
                                )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                                
                                
                                366,220
                                
                                
                                
                                (215,221
                                )NET
      INCREASE (DECREASE) IN CASH
                                
                                
                                1,410,538
                                
                                
                                
                                (8,071
                                )CASH,
      beginning of period
                                
                                
                                781,520
                                
                                
                                
                                789,591CASH,
      end of period
                                
                                $
                                2,192,058
                                
                                
                                $
                                781,520Interest
      paid
                                
                                $
                                22,503
                                
                                
                                $
                                123,498Taxes
      paid
                                
                                $
                                137,622
                                
                                
                                $
                                2,888Other
      non-cash investing and financing activities:Shares
      issued for services
                                
                                $
                                54,000
                                
                                
                                $
                                52,645Shares
      issued for accrued interest
                                
                                $
                                -
                                
                                
                                $
                                16,342Shares
      issued for debt principle
                                
                                $
                                -
                                
                                
                                $
                                200,135





SEE
NOTES TO FINANCIAL STATEMENTS


F-6


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





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.





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.


F-7


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Organization
(Continued)




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 wholly-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.





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.


F-8


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Inventories


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





Property and
equipment


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





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





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





Long-lived
assets


Accounting
for the Impairment or Disposal of Long-Lived Assets 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 fair value of the asset.  If the fair
value is 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.  The Company has never recognized an impairment
charge.





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.


F-9


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Shipping and handling
costs


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





Advertising


The
Company expenses all advertising as incurred.  For the years ended
October 31, 2009 and 2008, the Company incurred approximately $38,125 and
$72,441, respectively in marketing and advertising expense.





Earnings per common
share


The
Company reports 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.





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


The
Company accounts for income taxes under the asset and liability method, which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements.  Under this method, deferred tax assets and liabilities
are determined based on differences between financial statements and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.  The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in
the period that includes the enactment date.





The
Company records net deferred tax assets to the extent the Company believes these
assets will more likely than not be realized.  In making such
determination, the Company considers all available positive and negative
evidence, including future reversals of existing taxable temporary differences,
projected future taxable income, tax planning strategies and recent financial
operations.  A valuation allowance is established against deferred tax
assets that do not meet the criteria for recognition.  In the event
the Company were to determine that it would be able to realize deferred income
tax assets in the future in excess of their net recorded amount, we would make
an adjustment to the valuation allowance which would reduce the provision for
income taxes.


F-10


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Income taxes
(Continued)


The
Company follows the accounting guidance which provides that a tax benefit from
an uncertain tax position may be recognized when it is more likely than not that
the position will be sustained upon examination, including resolutions of any
related appeals or litigation processes, based on the technical
merits.  Income tax provisions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized initially and in
subsequent periods.  Also included is guidance on measurement,
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.





Recent Accounting
Pronouncements





On July
1, 2009, the FASB officially launched the FASB ASC 105 - Generally Accepted
Accounting Principles, which established the FASB Accounting Standards
Codification (“the Codification”), as the single official source of
authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the
Securities and Exchange Commission.  The Codification is designed to
simplify U.S. GAAP into a single, topically ordered structure.  All
guidance contained in the Codification carries an equal level of
authority.  The Codification is effective for interim and annual
periods ending after September 15, 2009.  Accordingly, the Company
refers to the Codification in respect of the appropriate accounting standards
throughout this document as “FASB ASC”.  Implementation of the
Codification did not have any impact on the Company’s consolidated financial
statements.





On June
30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic
105) – Generally Accepted Accounting Principles – amendments based on –
Statement of Financial Accounting Standards No. 168 –The FASB Accounting and
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles.  Beginning with this Statement the FASB will no longer
issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts.  Instead, it will issue Accounting
Standard Updates.  This ASU includes FASB Statement No. 168 in its
entirety.  While ASU’s will not be considered authoritative in their
own right, they will serve to update the Codification, provide the bases for
conclusions and changes in the Codification, and provide background information
about the guidance.  The Codification modifies the GAAP hierarchy to
include only two levels of GAAP: authoritative and
nonauthoritative.  ASU No. 2009-01 is effective for financial
statements issued for the interim and annual periods ending after September 15,
2009, and the Company does not expect any significant financial impact upon
adoption.


F-11


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements (Continued)


In August
2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures
(Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies
the fair market value measurement of liabilities.  In circumstances
where a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: a technique that uses quoted price of the
identical or a similar liability or liabilities when traded as an asset or
assets, or another valuation technique that is consistent with the principles of
Topic 820 such as an income or market approach.  ASU No. 2009-05 was
effective upon issuance and it did not result in any significant financial
impact on the Company upon adoption.





In
September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and
Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net
Asset Value per Share (or its equivalent).  This ASU permits use of a
practical expedient, with appropriate disclosures, when measuring the fair value
of an alternative investment that does not have a readily determinable fair
value.  ASU No. 2009-12 is effective for interim and annual periods
ending after December 15, 2009, with early application
permitted.  Since the Company does not currently have any such
investments, it does not anticipate any impact on its financial statements upon
adoption.





In May
2009, the FASB issued FASB ASC 855, “Subsequent Events.”  This
Statement addresses accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued.  FASB ASC 855 requires disclosure of the date through which an
entity has evaluated subsequent events and the basis for that date, the date
issued or date available to be issued.  The Company adopted this
Statement in the third quarter of 2009.  As a result the date through
which the Company has evaluated subsequent events and the basis for that date
have been disclosed in NoteQ, Subsequent Events.





In April
2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and
Disclosures,” related to providing guidance on when the volume and level of
activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly.  The update clarifies the
methodology to be used to determine fair value when there is no active market or
where the price inputs being used represent distressed sales.  The
update also reaffirms the objective of fair value measurement, as stated in FASB
ASC 820, which is to reflect how much an asset would be sold in and orderly
transaction, and the need to use judgment to determine if a formerly active
market has become inactive, as well as to determine fair values when markets
have become inactive.  The Company adopted this Statement in the
second quarter of 2009 without significant financial impact.


F-12


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements (Continued)


In April
2009, the FASB ASC 320, “Investments – Debt and Equity,” amends current
other-than-temporary guidance for debt securities through increased consistency
in the timing of impairment recognition and enhanced disclosures related to
credit and noncredit components impaired debt securities that are not expected
to be sold.  Also, the Statement increases disclosures for both debt
and equity securities regarding expected cash flows, securities with unrealized
losses, and credit losses.  The Company adopted this Statement in the
second quarter of 2009 without significant impact to our financial
statements.





In April
2009, the FASB issued an update to FASB ASC 825, “Financial Instruments,” to
require interim disclosures about the fair value of financial
instruments.”  This update enhances consistency in financial reporting
by increasing the frequency of fair value disclosures of those assets and
liabilities falling within the scope of FASB ASC 825. The Company adopted this
update in the second quarter of 2009 without significant impact to the financial
statements.





In April
2009, the FASB issued an update to FASB ASC 805, “Business Combinations,” that
clarifies and amends FASB ASC 805, as it applies to all assets acquired and
liabilities assumed in a business combination that arise from
contingencies.  This update addresses initial recognition and
measurement issues, subsequent measurement and accounting, and disclosures
regarding these assets and liabilities arising from contingencies in a business
combination.  The Company adopted this Statement in the second quarter
of 2009 without significant impact to the financial statements.





In
November 2008, EITF issued new guidance under FASB ASC 350, “Intangibles –
Goodwill and Other on accounting for defensive intangible
assets.”  The new guidance applies to all acquired intangible assets
in which the acquirer does not intend to actively use the asset but intends to
hold (lock up) the asset to prevent its competitors from obtaining or using the
asset (a defensive asset).  This guidance was adopted by the Company
in November 2009 without impact to the financial statements.





In May
2008, the FASB issued an update to FASB ASC 470, “Debt,” with respect to
accounting for convertible debt instruments that may be settled in cash upon
conversion including partial cash settlement.  This update applies to
convertible debt instruments that, by their stated terms, may be settled in cash
(or other assets) upon conversion, including partial cash settlement, unless the
embedded conversion option is required to be separately accounted for as a
derivative under FASB ASC 815, “Derivatives and
Hedging.”  Additionally, this update specifies that issuers of such
instruments should separately account for the liability and equity components in
a manner that will reflect the entity’s nonconvertible debt borrowing rate when
interest cost recognized in


F-13


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements (Continued)


subsequent
periods. The update is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not currently have any debt instruments for
which this update would apply.  This update was adopted in November
2008 without significant financial impact.





In
December 2007, the FASB issued an update to FASB ASC 805, “Business
Combinations” which establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any noncontrolling interest in the acquiree,
and the goodwill acquired. SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. SFAS 141R is effective for the Company with respect to business
combinations for which the acquisition date is on or after January 1,
2009.  The Company adopted this SFAS in the first quarter of
2009.





In
December 2007, the FASB issued an update to FASB ASC 810, “Consolidation,” which
establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount of consolidated
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest, and the valuation of retained
noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160
also establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of noncontrolling
owners.  This update is effective for the Company as of
January 1, 2009.  The Company adopted this update in November
2008 without significant impact on the consolidated financial position, results
of operations, and disclosures.





Concentrations of credit
risk





The
Company performs ongoing credit evaluations of its customers.  For the
year ended October 31, 2009, two customers individually accounted for 53% (41%
and 12%) of accounts receivable.  For the year ended October 31, 2008,
two customers individually accounted for 41% (22% and 19%) of accounts
receivable.





During
the year ended October 31, 2009, no customer accounted for more than 10% of
sales.  During the year ended October 31, 2008, the Company’s largest
customer accounted for 10% of sales.





For the
year ended October 31, 2009 and 2008, approximately 34% and 31%, respectively of
the Company's net sales were made to customers outside the United
States.


F-14


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE A – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Concentrations of credit
risk (Continued)


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, 2009 and 2008, the
Company’s three and two largest supplier(s) accounted for 83% (38%, 30% and 15%)
and 63% (38% and 25%) 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.





Accounting
for Share-Based Compensation


The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period.  Stock issued for
compensation is valued using the market price of the stock on the date of the
related agreement.  We use the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and
non-employees.  In calculating this fair value, there are certain
assumptions that we use consisting of the expected life of the option, risk-free
interest rate, dividend yield, volatility and forfeiture rate.  The
use of a different estimate for any one of these components could have a
material impact on the amount of calculated compensation expense.





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 throughout 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.


F-15


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE B – ACCOUNTS
RECEIVABLE





The
accounts receivable balance of $1,481,814 as of October 31, 2009 is reported net
of an allowance for doubtful accounts of $44,806.  The accounts
receivable balance of $2,142,205 as of October 31, 2008 is reported net of an
allowance for doubtful accounts of $55,974.





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, 2009 and
2008:





2009
                        
                        
                        2008Computer
      equipment
                        
                        $
                        113,848
                        
                        
                        $
                        350,912Allowance
      for obsolete inventory
                        
                        
                        (40,572
                        )
                        
                        
                        (20,614
                        )Inventory,
      net
                        
                        $
                        73,276
                        
                        
                        $
                        330,298





NOTE D - PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following at October 31, 2009 and
2008:





2008
                    
                    
                    2007Computer
      hardware
                    
                    $
                    205,834
                    
                    
                    $
                    182,298Furniture
      & fixtures
                    
                    
                    145,052
                    
                    
                    
                    128,466Computer
      software
                    
                    
                    97,722
                    
                    
                    
                    86,548Leasehold
      improvements
                    
                    
                    32,599
                    
                    
                    
                    28,871Fabrication
      mold and dye
                    
                    
                    21,116
                    
                    
                    
                    18,701502,323
                    
                    
                    
                    444,884Accumulated
      depreciation
                    
                    
                    (375,334
                    )
                    
                    
                    (291,487
                    )Fixed
      assets, net
                    
                    $
                    126,989
                    
                    
                    $
                    153,397





Depreciation
expense for the years ended October 31, 2009 and 2008 was $42,325 and $61,629,
respectively.


F-16


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE E – ACCOUNTS
PAYABLE





Accounts
payable and accrued expenses at October 31, 2009 consisted of $333,826 in trade
payables, $164,980 of customer over payments, $25,762 related to professional
fees and $276,722 of accrued payroll, of which $101,184 and $56,612 are due to
the CEO and CFO, respectively.





Accounts
payable and accrued expenses at October 31, 2008 consisted of $507,559 in trade
payables, $48,840 related to professional fees, $15,039 of accrued interest and
$193,208 of accrued payroll of which $42,614 and $45,517 are due to the CEO and
CFO, respectively.





NOTE F – INCOME TAXES
PAYABLE





As of
October 31, 2009, $330,718 was accrued for income taxes payable to the Canadian
and Provincial taxing authorities.  The Company recorded a provision
for income taxes of $611,732 for the year ended October 31, 2009 based on a
combined Federal and Provincial tax rate of 32%.   The Company
updates the estimate of its annual effective tax rate at the end of each
quarterly period.  The Company’s estimate takes into account
estimations of annual pre-tax income, the geographic mix of pre-tax income and
its interpretations of tax laws and the possible outcomes of current and future
audits.





NOTE G – DEFERRED
REVENUE





Deferred
revenue consists of funds received in advance of services being
performed.  As of October 31, 2009, the deferred revenue balance of
$1,184,537 consisted of 1) $914,739 related to support and maintenance for
multiple customers; 2) $174,985 related to the sale of a master license
agreement which commenced August 2007 and is being amortized over its term of
thirty six (36) months; and 3) $94,813 related to customer deposits for future
hardware installations.





As of
October 31, 2008, the deferred revenue balance of $1,643,665 consisted of 1)
$904,365 related to support and maintenance for multiple customers; 2) $408,325
related to the sale of a master license agreement which commenced August 2007
and is being amortized over its term of thirty six (36) months; and 3) $330,975
related to customer deposits for future hardware installations.





Deferred
revenue related to support and maintenance is recorded in a manner consistent
with the Company’s revenue recognition policy.  The Company typically
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.


F-17


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE H – NOTES
PAYABLE





Notes
payable, was $0 as of October 31, 2009 compared to $193,400 as of October 31,
2008.  During the year ended October 31, 2009, the Company settled
five notes outstanding to the former shareholders of Hotel Net LLC and paid
$203,317 in principle and interest and recorded a gain on forgiveness of debt of
$9,327.





During
the year ended October 31, 2009 and 2008, the Company recognized $4,428 and
$6,696, respectively of interest expense.





NOTE I – CONVERTIBLE
DEBENTURE





On
January 23, 2009, the Company made a $726,079 settlement payment in full
satisfaction of all outstanding debentures.  This payment was in
addition to other principle payments of $41,588 made during the
quarter.  The holder of our debentures accepted 90% of the outstanding
principle and interest in full satisfaction resulting in a gain to the Company
of $79,970. The Company has been released from all claims, liabilities or
obligations of any type or nature with respect to the debentures.





Year EndedOctober 31, 2009Total
      principle payments
                    
                    $
                    720,000Total
      interest payments
                    
                    
                    6,079Total
      payments
                    
                    
                    726,079Debenture
      balance as of January 23, 2009 (Pay-off date) including interest and
      principle
                    
                    
                    806,049Gain
      on settlement of debentures
                    
                    $
                    79,970





The
965,997 common stock warrants related to these debentures, were canceled as a
result of the debenture settlement.





During
the year ended October 31, 2009 and 2008, the Company incurred $22,503 and
$164,748, respectively, in interest expense related to the convertible
debentures.





NOTE J -
COMMITMENTS





On
October 1, 2009 the Company renewed a lease for office space.  The
lease extends through September 30, 2014 at a rate of $4,695 per
month.  At October 31, 2009, contractual obligations were as
follows:


F-18




SUPERCLICK,
INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE J – COMMITMENTS
(Continued)





Rent2010
                    
                    $
                    56,3402011
                    
                    
                    56,3402012
                    
                    
                    56,3402013
                    
                    
                    56,3402014
      and thereafter
                    
                    
                    51,645$
                    277,005





During
the year ended October 31, 2009 and 2008, the Company incurred $62,058 and
$69,158, respectively, in rent expense.





The
Company does not maintain any long-term or exclusive commitments or arrangements
to purchase merchandise from any single supplier.





NOTE K - PREFERRED AND
COMMON STOCK





Preferred and Common
Stock





The
Company has authorized 20,000,000 shares of $.0001 par value preferred stock
available for issuance.No preferred
shares have been issued as of October 31, 2009.





Common Stock Issued for Debt
Repayment





During
the year ended October 31, 2008, the Company issued 1,996,585 shares of common
stock, including 1,846,182 shares in exchange for $200,135 of debenture
principle and 150,403 shares of in exchange for $16,342 of accrued interest
related to our debentures.





During
the year ended October 31, 2009, the Company did not issue any stock in
repayment of debt.





Common Stock Issued for
Services





During
the year ended October 31, 2008, the Company issued 384,122 shares of common
stock in exchange for director services.  Of the 384,122 shares, 1)
141,656 shares were issued for services performed in fiscal year 2007 which
expense of $19,832 was recognized in our fiscal year ending October 31, 2007,
and; 2) 242,466 shares were issued for services valued at
$34,645.  The Company has accrued $18,000 to common stock payable for
director services performed.


F-19


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE K - PREFERRED AND
COMMON STOCK (Continued)





Common Stock Issued for
Services (Continued)





During
the year ended October 31, 2009, the Company issued 75,000 shares of common
stock in exchange for director services.  The shares were issued for
services performed in fiscal year 2008 which expense of $9,000 was recognized in
our fiscal year ending October 31, 2008.  The balance of $9,000
expensed in 2008 was reversed as a credit to stock compensation expense during
2009.  During the year ended October 31, 2009, the Company issued
300,000 irrevocable restricted shares of common stock in exchange for investor
relations services valued at fair market value of $0.18 per share or
$54,000.





Common Stock
Options





During
the year ended October 31, 2008, no options were canceled or
granted.  740,000 shares of common stock were issued pursuant to
option exercises, including 1) 230,000 shares issued pursuant to prior year
option exercises, and; 2) 510,000 shares issued pursuant to options exercised
during 2008 which resulted in $25,500 to the company.  No other option
activity occurred.





During
the year ended October 31, 2009, 100,000 options were canceled and none granted
or exercised.





NOTE L -
WARRANTS





At
October 31, 2009 the Company had no warrants outstanding.  The 965,997
warrants related to the convertible debentures that were outstanding as of
October 31, 2008 and which entitled the holder thereof the right to purchase one
common share for each warrant were canceled as a result of the debenture
settlement.  No other warrant activity occurred during the year ended
October 31, 2009.





NOTE M – 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.


F-20


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE M – STOCK INCENTIVE
PLANS (Continued)





The 2004 Incentive Stock
Option Plan (Continued)





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, 2008, 740,000 shares of common stock were issued
pursuant to option exercises, including 1) 230,000 shares issued pursuant to
prior year option exercises, and; 2) 510,000 shares issued pursuant to options
exercised during 2008.  No other option activity
occurred.





During
the year ended October 31, 2009, 100,000 options were canceled and none granted
or exercised.





The
following table summarizes the Company's stock option activity for the year
ended October 31, 2008:





2009Weighted AverageShares
                  
                  
                  Exercise PriceOutstanding
      at beginning of year
                  
                  
                  13,952,356
                  
                  
                  $
                  0.075Granted
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  (100,000
                  )
                  
                  
                  0.050Exercised
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at end of year
                  
                  
                  13,852,356
                  
                  
                  
                  0.075Options
      exerciseable at year end
                  
                  
                  13,852,356





The
following table summarizes information about the Company's stock options
outstanding at October 31, 2009:


F-21


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008





NOTE M – STOCK INCENTIVE
PLANS (Continued)





The 2004 Incentive Stock
Option Plan (Continued)





Options Outstanding
                                      
                                      
                                      Options ExercisableNumber
                                      
                                      
                                      Weighted
                                      
                                      
                                      Weighted
                                      
                                      
                                      
                                      
                                      
                                      WeightedRange of
                                      
                                      
                                      Outstanding
                                      
                                      
                                      Average
                                      
                                      
                                      Average
                                      
                                      
                                      
                                      
                                      
                                      AverageExercise
                                      
                                      
                                      At October 31,
                                      
                                      
                                      Contractural
                                      
                                      
                                      Exercise
                                      
                                      
                                      Number
                                      
                                      
                                      ExercisePrices
                                      
                                      
                                      2009
                                      
                                      
                                      Life (years)
                                      
                                      
                                      Price
                                      
                                      
                                      Outstanding
                                      
                                      
                                      Price$
                                      0.50
                                      
                                      
                                      
                                      589,856
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      0.500
                                      
                                      
                                      
                                      589,856
                                      
                                      
                                      $
                                      0.5000.65
                                      
                                      
                                      
                                      137,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      0.650
                                      
                                      
                                      
                                      137,500
                                      
                                      
                                      
                                      0.6500.05
                                      
                                      
                                      
                                      13,125,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      0.050
                                      
                                      
                                      
                                      13,125,000
                                      
                                      
                                      
                                      0.050Total
                                      
                                      
                                      
                                      13,852,356
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      0.075
                                      
                                      
                                      
                                      13,852,356
                                      
                                      
                                      $
                                      0.075





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 also estimates the amount of forfeitures or the
amount of options that will be canceled in the future.  During the
years ended October 31, 2009 and 2008, the Company recognized no compensation
expense.  The Company has recorded compensation expense of $767,017
through October 31, 2009.





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 term 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.


F-22


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008


NOTE M – STOCK INCENTIVE
PLANS (Continued)





2004 Superclick, Inc.
Non-Employee Director's Stock Incentive Plan (Continued)





During
the year ended October 31, 2008, the Company issued 384,122 shares of common
stock in exchange for director services.  Of the 384,122 shares, 1)
141,656 shares were issued for services performed in fiscal year 2007 which
expense of $19,832 was recognized in our fiscal year ending October 31, 2007,
and; 2) 242,466 shares were issued for services valued at
$34,645.  The Company has accrued $18,000 to common stock payable for
director services performed.  We anticipate the issuance of common
stock for these services during our first fiscal quarter of 2009.





During
the year ended October 31, 2009, the Company issued 75,000 shares of common
stock in exchange for director services.  The shares were issued for
services performed in fiscal year 2008 which expense of $9,000 was recognized in
our fiscal year ending October 31, 2008.





From
inception through October 31, 2009, the Company has issued 2,569,772 shares to
our directors under this stock incentive plan.





NOTE N – NET OPERATING LOSS
CARRY FORWARD





US
Corporation


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.





During
the year ended October 31, 2008, the U.S. based operation had a net loss of
approximately $43,000.  A valuation allowance for the full amount of
the net deferred tax asset has been recorded because of uncertainties as to the
amount of taxable income that would be generated in future years.  The
valuation allowance increased by approximately $17,200 for the year ended
October 31, 2008, assuming a tax rate of 40%.


F-23


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008


NOTE N – NET OPERATING LOSS
CARRY FORWARD (Continued)





US Corporation
(Continued)





United
      States Corporation Income TaxesYear of Loss (Income)
                                  
                                  Amount
                                  
                                  Expiration DateOctober
      31, 2008
                                  
                                  $
                                  44,582
                                  
                                  October
      31, 2028October
      31, 2006
                                  
                                  
                                  781,183
                                  
                                  October
      31, 2026October
      31, 2005
                                  
                                  
                                  3,969,331
                                  
                                  October
      31, 2025October
      31, 2004
                                  
                                  
                                  898,697
                                  
                                  October
      31, 2024October
      31, 2003
                                  
                                  
                                  48,865
                                  
                                  October
      31, 2023$
                                  5,742,658





During
the year ended October 31, 2009, the U.S. based operation had net income of
approximately $50,122.  No tax was due as a result of the Company’s
net operating losses (NOL).  The Company is maintaining a valuation
allowance for the full amount of the net deferred tax asset related to the NOL
because of uncertainties as to the amount of taxable income that will be
generated in future years.  The valuation allowance decreased by
approximately $20,000 for the year ended October 31, 2009, assuming a tax rate
of 40%.





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





Canadian
Subsidiary


During
the year ended October 31, 2008, Superclick Networks, Inc. (SNI), the Canadian
based operation, generated net income for tax purposes of $1,153,148
CDN.   However, the subsidiary lowered its tax liability to both
the Federal and Provincial authorities with the application of its carry forward
R&D tax credits and NOL. If the subsidiary did not have the carry forward
balances available, based on a combined tax rate of approximately 32%, the
provision would have been approximately $363,240 CDN.  The NOL
available to offset Canadian Income Taxes was fully utilized during the fiscal
year ending October 31, 2008.





During
the year ended October 31, 2008 SNI underwent an audit by the Canadian Federal
Government, the outcome of which resulted in a potential reduction to the NOL
carry forward. However, no formal reduction of said NOL has been received by the
Company.





During
the year ended October 31, 2009, SNI generated net income for tax purposes of
$2,318,776 CDN resulting in SNI recording a provision for income taxes of
$701,862 or 30.3% combined tax rate.


F-24


SUPERCLICK,
INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED OCTOBER 31, 2009 AND 2008


SNI
receives tax credits for research and development activities from Revenue
Canada.  During the year ended October 31, 2009 the Company assigned
those tax credits against its income tax liability.  As of October 31,
2008, the Company reflected approximately $78,556 USD, in tax credits available
for future use.





SNI
receives reimbursement of research and development activities from the Province
of Quebec beyond the tax credits described above.  During the year
ended October 31, 2009 the Company assigned those tax credits against its income
tax liability.  As of October 31, 2008, the Company recognized
$34,927, as a receivable for those research and development
activities.





SNI
receives reimbursement of sales tax charged on the resale of goods and services
transacted in Canada from both Federal and from the Provincial governments
beyond the tax credits described above.  As of October 31, 2009 and
2008, the Company recognized $5,279 and $13,342, respectively as a receivable
for those sales taxes.





NOTE O – RELATED PARTY
TRANSACTION





Mr.
Pitcher, Chairman of the Company’s Board of Directors, provides consulting
services to the Company in exchange for monthly compensation of $5,000 and
related expenses. During the year ended October 31, 2009, Mr. Pitcher received
$68,650. During the year ended October 31, 2008, Mr. Pitcher received $69,990
for consulting services and related expenses and 104,819 shares of common stock
for his services as Chairman valued at an average of $0.14 per
share.





The
spouse of the Chief Executive Officer of the Company provided services as
Director of Operations during the year ended October 31, 2009 and 2008. She
received approximately $26,735 and $32,200, respectively.





Mr.
Ronald A. Fon became a Director of the Company during February 2009. Mr. Fon is
also a principal with a firm that provides investor relations (IR) consulting
services to the Company for monthly compensation of approximately $3,120. During
the year ended October 31, 2009 approximately $20,944 was paid to the IR
firm.




NOTE Q – SUBSEQUENT
EVENTS





Pursuant
to FASB Accounting Standards Codification 855, Subsequent Events, the
Company evaluated subsequent events through the date the accompanying financial
statements were completed on December 21, 2009.





On
November 17, 2009 the Company was named as a defendant by Nomadix, Inc. in a
complaint for patent infringement of certain U.S. patents.  The matter has
just been brought forth and is early in its process and it is not possible to
reasonably determine the outcome of this complaint. The Company has been
monitoring this situation closely and believes it has meritorious defenses to
the claims. Accordingly, it is not possible, to assess whether or not the
Company needs to reserve for a potential settlement.


F-25