SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

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

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

Commission File No. ___________

                                SUPERCLICK, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                                5001 LBJ Freeway
                                Suite 700 PMB 173
                                Dallas, TX 75244
       (Address, Including Zip Code, Including Area Code, Of Registrant's
                           mailing address in Texas)

               Registrant's telephone number, including area code:
                                 (858) 518-1387

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES |X| NO |_|

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

The Registrants revenues for the year ended October 31, 2004 were $2,791,770.

<PAGE>

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

Transitional Small Business Disclosure Format (Check one): YES |_|  NO |X|

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A to Superclick,  Inc. (the "Company" or the
"Registrant")  Annual  Report on Form 10-KSB for the year ended October 31, 2004
(the  "Original  Filing")  which  was filed  with the  Securities  and  Exchange
Commission on January 28, 2005,  is being filed to amend the Original  Filing as
follows:

|X|   Item 1. Description of Business

|X|   Item 8A. Controls and Procedures

|X|   Note K. Independent Auditor's Report.

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

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

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

ITEM  NUMBER  AND  CAPTION                                                      PAGE
--------------------------                                                      ----
<S>                                                                             <C>
Forward-Looking Statements......................................................  3

PART I

1.    Description of Business...................................................  4
2.    Description of Property................................................... 10
3.    Legal Proceedings......................................................... 10
4.    Submission of Matters to a Vote of Security Holders....................... 11

PART II

5.    Market for Common Equity and Related Stockholder Matters.................. 11

6.    Management's Discussion and Analysis of Financial Condition
      and Results of Operations................................................. 15

7.    Financial Statements...................................................... 20

8.    Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure.................................................. 20

8A.   Controls and Procedures................................................... 20

PART III

9.    Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act......................... 20

10.   Executive Compensation.................................................... 22

11.   Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters........................................... 25

12.   Certain Relationships and Related Transactions............................ 26

13.   Exhibits and Reports on Form 8-K.......................................... 26

14.   Principal Accountant Fees and Services.................................... 28
</TABLE>

                           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.

<PAGE>

                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

SUMMARY OF CORPORATE HISTORY

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

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

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

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

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

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

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

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

<PAGE>

BUSINESS

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

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

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

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

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

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

COMPETITION

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

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

<PAGE>

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

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

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

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

                                  RISK FACTORS

Our continued  operations will depend on whether we are able to raise additional
funds through  various  potential  sources,  such as equity and debt  financing,
other collaborative agreements,  strategic alliances, and our ability to realize
the full  potential  of our  technology.  Such  additional  funds may not become
available on acceptable  terms and there can be no assurance that any additional
funding that the combined  Company  does obtain will be  sufficient  to meet the
combined  Company's  needs  in the  long  term.  Through  October  31,  2004,  a
significant  portion of our  financing  has been through  private  placements of
common  stock  and  warrants.   Unless  our  operations   continue  to  generate
significant  revenues, we will continue to fund operations from cash on hand and
through  similar  sources  of  capital  previously  described.  We can  give  no
assurances  that  any  additional  capital  that we are able to  obtain  will be
sufficient to meet our needs. Management believes that we will continue to incur
net losses through for the foreseeable  future.  Based on our current resources,
we will need  additional  equity or debt  financing  or we will need to generate
revenues  through sales of our products or entering into strategic  alliances to
be able to sustain our operations until we achieve profitability, if ever.

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

Risks Related To Our Business:

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

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

<PAGE>

* the beginning and ending of significant contracts during a quarter;
* the number, size and scope of the installation contracts;
* maintenance  contracts  can create  variations  in revenue  levels and may
  cause fluctuations in quarterly results;
* fluctuations  in demand for services  resulting from budget cuts,  project
  delays,  cyclical  downturns  or  similar  events,  including  the  recent
  economic downturn;
* the possibility and subsequent  duration of conflicts involving the United
  States  military could cause delays in program  operations  related to the
  Company's hospitality clients by reducing travel;
* clients' decisions to divert resources to other projects,  which may limit
  clients' resources that would otherwise be allocated to solutions that the
  Company could provide; and
* reductions in the prices of services offered by competitors.

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

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

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

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

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

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

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

*  the prices at which others offer competitive systems, including aggressive
   price  competition  and  discounting  on individual  contracts,  which may
   become increasingly prevalent due to worsening economic conditions;
*  the  ability  of  competitors   to  undertake  more  extensive   marketing
   campaigns;

<PAGE>

*  the extent, if any, to which  competitors  develop  proprietary  offerings
   that improve their ability to compete;
*  the ability of the Company's customers to supply the solutions themselves;
   and
*  the extent of competitors' responsiveness to customer needs.

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

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

      International operations create special risks, including:

*  statutory  requirements,   which  may  impair  the  Company's  ability  to
   expatriate foreign profits to help fund domestic operations;
*  greater  difficulties  in managing and supplying  turnkey  installation at
   foreign locations;
*  cultural differences that adversely affect utilization;
*  unexpected changes in trading policies, legal and regulatory requirements,
   tariffs and other foreign taxes;
*  greater  difficulties in enforcing  agreements with clients and collecting
   accounts receivable;
*  the tax system of foreign  countries,  which may tax the Company's foreign
   income at higher rates than in the United  States and may subject  foreign
   earnings to  withholding  requirements  or tariffs,  exchange  controls or
   other restrictions;
*  legal requirements and regulations of various foreign countries, which may
   make  compliance by the Company with such laws and  regulations  difficult
   and may make  enforcement of the Company's  intellectual  property  rights
   more difficult; and
*  fluctuations in currency  exchange rates,  which may affect demand for the
   Company's products and services and may adversely affect the profitability
   in United  States  dollars of services  provided by the Company in foreign
   markets  where  payment for its products and services is made in the local
   currency;  and general economic  conditions in the foreign  countries into
   which  the  Company  sells,  which  could  have an  adverse  impact on its
   earnings from operations in those countries.

If the  Company  and/or its product  offerings  fail to perform  effectively  on
installations and other projects, its reputation,  and therefore its competitive
position and financial performance, could be harmed.

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

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

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

There are risks associated with our planned growth.

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

<PAGE>

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

*  discuss our future expectations;
*  contain  projections  of our future results of operations of our financial
   condition; and
*  state other "forward-looking" information.

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

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

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

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

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

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

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

As of January 21, 2005, a total of 20,363,074  shares of our outstanding  common
stock were "restricted  securities" and could be sold in the public markets only
in compliance  with Rule 144 adopted under the  Securities  Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions,  an amount not exceeding in any three-month  period the greater of
either  (i) 1% of the  issuer's  outstanding  common  stock or (ii) the  average
weekly trading  volume in the securities  during a period of four calendar weeks
immediately  preceding the sale.  Persons who are not affiliated with the issuer
and who have held  their  restricted  securities  for at least two years are not
subject to the volume  limitation.  Possible or actual sales of our common stock
by present  shareholders  under Rule 144 could have a  depressive  effect on the
price of our common stock.

<PAGE>

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

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

                         ITEM 2. DESCRIPTION OF PROPERTY

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

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

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

<PAGE>

                            ITEM 3. LEGAL PROCEEDINGS

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

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

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

                                    PART II.

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

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

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

Holders

There are approximately eighty record holders of common equity.

Dividends

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

Transfer Agent

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

<PAGE>

Equity Compensation Plans

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

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

On March 4, 2004, the Company  awarded its CEO a  non-qualified  stock option to
purchase  884,784  shares of common stock of the Company at an exercise price of
$.50 per share with an  expiration  date of March 3, 2006.  The options vest and
become  exercisable  at a rate of 38,866  per  month  over a  twenty-four  month
period.  On June 1, 2004,  the Company  awarded  employees  non-qualified  stock
options to purchase 720,000 shares of common stock of the Company at an exercise
price of $.50 per share with an  expiration  date of June 1, 2006.  The  options
vest and become  exercisable  at a rate of 90,000 per quarter over a twenty-four
month period.  On September 1, 2004, the company awarded its CFO a non-qualified
stock  option to purchase  300,000  shares of common  stock of the Company at an
exercise  price of $0.65 per share with an  expiration  date of August 31, 2006.
The  options  vest and become  exercisable  at a rate of 12,500 per month over a
twenty-four month period.

The Company has recorded  compensation  expense of $86,475  through  October 31,
2004 as the  option's  prices  were  less  than  the  fair  market  value of the
Company's stock on the award dates.  The  compensation  amount is amortized over
the options' vesting periods.

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

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

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

<PAGE>

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

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

Granted                      1,904,784           0.52

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

Common Stock

On October 10, 2003, the Company affected a 1 for 100 common stock split for all
shareholders on record as of that date. All share and per share amounts shown in
these financial statements retroactively reflect the stock split for all periods
presented.


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

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

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

During the  quarter  ended April 30, 2004  966,665 of series "B"  Warrants  were
exercised at $.24 per share,  resulting in $232,000 net proceeds to the Company.
The 966,665 restricted common shares were un-issued as of July 31, 2004. 966,668
"B" Warrants were unexercised as of July 31, 2004 (See "Warrants"  below). As of
April 30, 2004 and  commensurate  with our recent private  placement filed under
Form SB-2 filed June 8, 2004,  the Company issued 999,999 shares of common stock
in exchange  for  $450,000.  Each share  issued in  accordance  with the private
placement  is entitled to one "A"  Warrant  with an exercise  price of $0.60 per
share.  In  addition,  the  Company  issued  523,106  shares of Common  Stock in
exchange for services with a total value of $240,019.

<PAGE>

During the quarter ended July 31, 2004 the Company placed  1,099,999  units in a
private  placement  at a per unit price of $.45,  which  consisted of one common
share  and one A  Warrant  with an  exercise  price  of $.60.  We have  received
aggregate  net proceeds of  approximately  $495,000.  In  addition,  the Company
issued  325,000  shares of Common Stock in exchange  for  services  with a total
value of $118,500.

Warrants

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

                                        Exercise
  Warrant           Number of           Price Per           Expiration
   Class            Warrants             Warrant               Date
------------      --------------       ------------      ------------------
     B                  386,668             $ 0.24                  9/9/06
     B                  193,333             $ 0.24                 9/29/06
     B                  193,333             $ 0.24                10/15/06
     B                  193,334             $ 0.24                10/22/06
                  --------------
 Subtotal               966,668

     A                   55,555             $ 0.60                 4/14/07
     A                  444,444             $ 0.60                 4/19/07
     A                  100,000             $ 0.60                 4/19/07
     A                  100,000             $ 0.60                 4/23/07
     A                  100,000             $ 0.60                 4/29/07
     A                  100,000             $ 0.60                 4/29/07
     A                  100,000             $ 0.60                 4/29/07
     A                  100,000             $ 0.60                  5/7/07
     A                  200,000             $ 0.60                 5/10/07
     A                  100,000             $ 0.60                 5/11/07
     A                  100,000             $ 0.60                 5/12/07
     A                  100,000             $ 0.60                 5/17/07
     A                   11,000             $ 0.60                 5/24/07
     A                  100,000             $ 0.60                 5/24/07
     A                  200,000             $ 0.60                  6/2/07
     A                  100,000             $ 0.60                 6/16/07
     A                   89,000             $ 0.60                 6/17/07
                  --------------
Subtotal              2,099,999
                  --------------
Total                 3,066,667
                  ==============
================================================================================

<PAGE>

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Overview

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

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

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

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

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

<PAGE>

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

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

      o     The number of hotels installed and under contract  increased from 37
            to 116.  This  represents  an increase of rooms from 5,900 to 20,000
            over the year.
      o     Large   deployment   of  43   Candlewood   Suites   hotels  for  the
            Intercontinental Hotel Group.
      o     Large deployment of 52 properties for Westmont Hospitality Group.
      o     The  launch  of  Superclick's  Wi-Fi  initiative  offering  flexible
            service, billing and management solutions in a wireless environment,
      o     Installations    at   the    Renaissance    Skydome    Toronto   and
            InterContinental  Montreal as well as expansion  into the  Caribbean
            through our installation of the Hutchinson Our Lucaya, Bahamas.
      o     The  installation  of our first  traunch of value added IP services.
            These   include    In-room    printing,    multi-leg    VoIP   audio
            teleconferencing,  and hotel  casino  gaming.  New  services  are in
            negotiation and development for rollout in 2005.

Critical Accounting Policies

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

Revenue Recognition

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

Accounts receivable

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

Inventories

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

Income taxes

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

<PAGE>

Foreign Currency Translation

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

Deferred Taxes

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

United States Corporation Income Taxes

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

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

Canadian Income Taxes  (Stated in CDN$)

--------------------------------------------------------------------------------
Year of Loss                           Amount          Expiration Date
--------------------------------------------------------------------------------
October 31, 2003                              $5,322   October 31, 2010
--------------------------------------------------------------------------------
October 31, 2002                            $350,910   October 31, 2009
--------------------------------------------------------------------------------
October 31, 2001                              24,879   October 31, 2008
--------------------------------------------------------------------------------
                                            $381,111
---------------------------------------==============---------------------------

<PAGE>

SNI generated  Canadian research and development tax credits for the years ended
October 31, 2004 and 2003 of $83,129 and $66,445,  respectively.  The activities
that generated these tax credits  occurred  primarily  before the acquisition of
SNI by the Company. SNI had net income for the year ended October 31, 2004 which
has been  reduced to zero through the use of the NOL.  The  remaining  NOL carry
forward as of October 31, 2004 is approximately $115,000.

For the year ended October 31, 2004 SNI  recognized  $47.697 as  receivable  for
research and  development  and accrued $35,432 as a deferred tax benefit created
by research and  development  activities  that  occurred  during the fiscal year
ended October 31, 2004.  No valuation  allowance has been recorded in connection
with the deferred tax benefit as it is the opinion of management  that they will
have the ability to utilize it in the future.

Results of Operations

Three and Twelve Months Ended October 31, 2004 And 2003
Revenue

During the three and twelve  months  ended  October 31, 2004 the Company had net
sales of $1,370,879 and  $2,791,770,  respectively  compared with $2,692 for the
ten months ended  October 31, 2003.  The increase in net sales was the result of
the acquisition of Superclick Networks, Inc. The significant increase in revenue
relates to the completion of major contracts in 2004, which were not in place in
2003.

Gross Profit

Gross profit for 2004 increased to  approximately  $949,000  representing 34% of
revenue.  Improvement  in gross  profit is possible  through  developing  better
buying channel  partnerships.  Most externally purchased networking equipment is
acquired  resellers  whose markup may be recovered if the Company can  establish
distribution channel partnerships.

Selling, General and Administrative

For  the  three  and  twelve  months  ended   October  31,  2004,   general  and
administrative  expense was $523,401 and $1,735,065,  respectively compared with
$89,211 for the ten months ended  October 31, 2003,  respectively.  The increase
was the result of the acquisition of Superclick Networks, Inc.

Net loss for the three and twelve months ended October 31, 2004 was $130,259 and
$828,017,  respectively  compared  to a net loss of  $89,542  for the ten months
ended October 31, 2003, respectively.  The increase in net losses was the result
of the acquisition of Superclick Networks, Inc.

FINANCIAL CONDITION

From  inception  to October 31,  2004,  we incurred  an  accumulated  deficit of
$1,216,391, and we expect to incur additional losses for the foreseeable future.
This loss has been  incurred  through a  combination  of  professional  fees and
expenses  supporting  our plans to  acquire  synergistic  businesses  as well as
continued losses of the operating subsidiary.

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

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

<PAGE>

The Company's Liquidity Plan

Recent  operating  results give rise to concerns about the Company's  ability to
generate  cash flow from  operations  sufficient to sustain  ongoing  viability.
During the latter half of Quarter 4, 2004, the Company's cost control strategies
focused on general and  administrative  expenses.  These cost control strategies
were  the  primary  reason  the  Company  was able to  produce  cash  flow  from
operations.

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

Off-Balance Sheet Arrangements

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

Contractual Obligations

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

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

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

Inflation

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

<PAGE>

                          ITEM 7. FINANCIAL STATEMENTS

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

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

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

                        ITEM 8A. CONTROLS AND PROCEDURES

Management,  including the Company's  President,  Treasurer and Chief  Executive
Officer  (who  is  the  Company's  principal  executive  officer  and  principal
accounting officer), has evaluated the effectiveness of the Company's disclosure
controls  and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
15d-15(e)) as of the end of the period  covered by this report.  Based upon that
evaluation,  the  Company's  President,  Chief  Executive  Officer and Treasurer
concluded that the disclosure  controls and procedures  were effective to ensure
that  information  required to be disclosed in the reports the Company files and
submits  under the  Exchange  Act is (i)  recorded,  processed,  summarized  and
reported as and when  required  and (ii)  accumulated  and  communicated  to the
Company's  management,  including its principal  executive officer and principal
financial  officer,  as  appropriate  to  allow  timely  discussions   regarding
disclosure.

There have been no changes in the  Company's  internal  control  over  financial
reporting  identified in connection with the evaluation that occurred during the
Company's  last  fiscal  quarter  that  has  materially  affected,  or  that  is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                    PART III

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

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

DIRECTORS AND EXECUTIVE OFFICERS

Name                         Age           Position
------                      -----          ----------

John Glazik                  54            President and CEO

Claude Smith                 56            Chief Financial Officer

Todd M. Pitcher              37            Chairman of the Board

Hugh Renfro                  81            Director

Jacobo Melcer                65            Director

Robert G.  Macfarlane        37            Director

Sandro Natale                36            VP Business Development and
                                           Director

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS

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

CLAUDE SMITH has been CFO of our Company since August,  2004. Mr. Smith has over
25  years of  operations  and  finance  experience  with  diverse  companies  in
automotive,   building  materials,   and  consumer  products  manufacturing  and
distribution.  Prior to  joining  Superclick,  he was  VP/GM  of the  Able  Door
Division at NCI Building  Systems  (NYSE:  NCS).  He was President & COO of Able
Garage  Door  Manufacturing  prior to its  acquisition  by NCI.  Smith began his
career with what is now the Bank of Oklahoma.  He also was previously the CFO of
the publicly  held  company,  The Wax Man Inc. He has  extensive  experience  in
financial  roles including  recently  consulting with major US banks about their
underperforming  loans. Mr. Smith graduated from the University of Oklahoma with
a BBA degree in Finance. Mr. Smith served as a pilot in the USAF.

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

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

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

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

<PAGE>

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

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

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

                         ITEM 10. EXECUTIVE COMPENSATION

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

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

-------------------------------------------------------------------------------------------------------------
Sandro Natale                   2004      $75,000               --              --               --     --
VP Sales                        2003      $42,000               --              --               --     --
                                2002      $26,000               --              --               --     --
-------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

OPTIONS AND STOCK APPRECIATION RIGHTS

On March 4, 2004, the Company  awarded its CEO a  non-qualified  stock option to
purchase  884,784  shares of common stock of the Company at an exercise price of
$.50 per share with an  expiration  date of March 3, 2006.  The options vest and
become  exercisable  at a rate of 38,866  per  month  over a  twenty-four  month
period.

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

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

The Company has recorded  compensation  expense of $86,475  through  October 31,
2004 as the  option's  prices  were  less  than  the  fair  market  value of the
Company's stock on the award dates.  The  compensation  amount is amortized over
the options' vesting periods.

LONG TERM INCENTIVE PLAN AWARDS

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

COMPENSATION OF DIRECTORS

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

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

Stock Option Plan

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

<PAGE>

Option Grants In Last Fiscal Year

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

                       Option Grants in Last Fiscal Year
                       Individual Grants
                       ---------------------------------------------------------
                       Number of
                       Securities%     % of
                       of              Total          Exercise
                       Underlying      Options        or
                       Options         Granted to     Base Price    Expiration
 Name                  Granted (#)     Employees      ($/Sh)        Date
 ----------------      --------------- -------------- -----------   ------------
 John Glazik           884,784         46.4%          $0.50         03/03/2010
 Claude Smith          300,000         15.7%          $0.65         09/01/2010


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

No options were exercised in the last fiscal year.

Executives' Compensation Policies

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

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

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

Employment Agreements with Executive Officers

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

EMPLOYMENT AGREEMENTS

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

<PAGE>

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

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

     ITEM 11. Security Ownership Of Certain Beneficial Owners And Management

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


                                         Shares Beneficially
Name                                        Owned               Percent of Class
--------------------------------------------------------------------------------

Robert G. MacFarlane.....................  3,630,611               14.4%

Sandro Natale ...........................  3,526,100               14.0%

John Glazik .............................    368,660                1.4%

Claude Smith ............................     50,000                  *

Todd M. Pitcher .........................     53,571                  *

Hugh Renfro .............................     53,571                  *

Jacobo Melcer ...........................     53,571                  *

Steve Montague ..........................     53,571                  *

George Vesnaver .........................     23,100                  *

All directors and
officers as a group .....................  7,812,755                 31%

(*) means less than 1.0%

<PAGE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

(a) Exhibits

      Financial Statements

      INDEPENDENT AUDITORS REPORT                                   F-2

      CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheet                                    F-3

      Consolidated Statements of Operations                         F-4

      Consolidated Statements of Stockholders' Equity               F-5

      Consolidated Statements of Comprehensive Income               F-6

      Consolidated Statements of Cash Flow                          F-7

      Notes to Consolidated Financial Statements                    F-9

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

<PAGE>

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

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

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

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

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

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

5.1 Opinion re: Legality.*

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

* Previously filed

31.1 Rule 13a-14(a)/15d-14(a) Certification

32.1 Section 1350 Certification

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

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

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

                ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)   Audit Fees

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

<PAGE>

(2)   Audit Committee Policies and Procedures

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

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

      Not applicable.

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:  April 28,  2005               Superclick, Inc. .

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

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

<TABLE>
<CAPTION>
SIGNATURE                      TITLE                                  DATE


<S>                            <C>                                    <C>
/s/  Sandro Natale             Interim Chief Executive Officer        April 28, 2005
-----------------------
Sandro Natale

/s/ Todd M. Pitcher            Interim Chief Financial Officer and    April 28, 2005
-----------------------        Principle Accounting Officer
Todd M. Pitcher


BOARD OF DIRECTORS

/s/ Todd M. Pitcher            Chairman                               April 28, 2005
-----------------------
Todd M. Pitcher

/s/ Sandro Natale              Director                               April 28, 2005
-----------------------
Sandro Natale

/s/Jacobo Melcer               Director                               April 28, 2005
-----------------------
Jacobo Melcer

/s/ Robert MacFarlane          Director                               April 28, 2005
-----------------------
Robert MacFarlane

/s/ Hugh Renfro                Director                               April 28, 2005
-----------------------
Hugh Renfro

/s/ George Vesnaver            Director                               April 28, 2005
-----------------------
George Vesnaver

/s/ Paul Gulyas                Director                               April 28, 2005
-----------------------
Paul Gulyas
</TABLE>

<PAGE>

                                SUPERCLICK, INC.
                          (A DEVELOPMENT STAGE COMPANY)

              REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS
                                   (RESTATED)

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

<PAGE>

<TABLE>
<CAPTION>
                                    CONTENTS

                                                                                   PAGE

<S>                                                                                <C>
Report of Independent Registered Public Accounting Firm........................... 1-2

FINANCIAL STATEMENTS

     Consolidated Balance Sheet ..................................................    3

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

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

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

     Consolidated Statements of Cash Flows .......................................    7

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

     Notes to the Financial Statements ........................................... 9-40
</TABLE>

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

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


                                       1
<PAGE>

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

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

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


                                       2
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A Development Stage Company)
October 31, 2004 (Restated)
----------------------------------------------------------------------------------
                                                                        October 31,
                                                                           2004
                                                                       -----------
                                                                        (Restated)
                                     ASSETS
CURRENT ASSETS
<S>                                                                    <C>
     Cash                                                              $   475,479
     Accounts receivable                                                 1,048,483
     R&D Tax credits receivable                                             82,329
     Sales Tax refund receivable                                            51,190
     Inventory (Note B)                                                    373,723
     Prepaid expenses                                                       24,027
                                                                       -----------
        TOTAL CURRENT ASSSETS                                            2,055,231
Fixed assets (Note B)
        Cost                                                               211,561
        Accumulated Depreciation                                           (58,525)
                                                                       -----------
     Net                                                                   153,036

Deferred Tax Benefit (Note D)                                               35,432

Goodwill (Note K)                                                               --
                                                                       -----------
        TOTAL ASSETS                                                   $ 2,243,699
                                                                       ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

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

STOCKHOLDERS' EQUITY (Note E)
     Preferred stock, par value $.0001; 20,000,000
     shares authorized; 0 issued and outstanding                                --

     Common stock, par value $.0006, 121,000,000 shares authorized;
       issued and outstanding 24,197,002 at October 31, 2004                14,518
     Common stock subscribed                                               232,000
     Additional paid-in capital                                          1,811,921
     Deficit accumulated during the development stage                     (938,897)
     Accumulated other comprehensive gain (loss)
          (Cumulative translation adjustment)                               36,911
                                                                       -----------
          TOTAL STOCKHOLDERS' EQUITY                                     1,156,453
                                                                       -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 2,243,699
                                                                       ===========
</TABLE>


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           August 24, 2000
                                                             Year Ended October 31,        (Inception) to
                                                            2004             2003         October 31, 2004
                                                         ------------     ------------    ----------------
                                                          (Restated)       (Restated)        (Restated)
                                                         ------------     ------------    ----------------
<S>                                                      <C>              <C>              <C>
Revenue
        Net Sales                                        $  2,791,770     $    652,336     $  3,550,380
        Cost of goods sold                                  1,842,731     $    478,763        2,401,553
                                                         ------------     ------------     ------------
        Gross profit                                          949,039          173,573        1,148,827

Costs and Expenses
        Bank charges                                            4,959              809            5,768
        Communication                                          25,652            7,119           37,290
        Consulting fees                                        60,527           21,357           90,303
        Meals and entertainment                                15,762            4,067           21,052
        Depreciation and amortization                          17,045           27,414           75,266
        Marketing and promotion                                25,984           16,490           42,474
        Office                                                195,245           32,002          239,526
        Professional fees                                     225,931           49,833          298,242
        Investor relations                                    116,531               --          116,531
        Salaries and wages                                    536,053          217,131          894,468
        Employee benefits                                      16,947            8,605           31,703
        Travel                                                 94,082           53,393          181,527
        Tax and licenses                                       18,236           11,592           29,828
        Research and development                              136,610           23,004          313,843
        Directors compensation                                197,154               --          197,154
        Bad debt expense                                       32,000               --           32,000
        Other                                                   3,355               --            4,298
        Interest expense                                        2,112           11,462           18,005
                                                         ------------     ------------     ------------

        Total Costs and Expenses                            1,724,185          484,278        2,629,278
                                                         ------------     ------------     ------------
(Loss) from Operations                                       (775,146)        (310,705)      (1,480,451)

Gain on forgiveness of debt                                   299,441          299,441
                                                         ------------     ------------     ------------

Earnings (loss) before income taxes                      $   (775,146)    $    (11,264)    $ (1,181,010)

Provision (Benefit) for income taxes                          (83,129)         (66,445)        (242,113)
                                                                          ------------     ------------
NET EARNINGS (LOSS)                                      $   (692,017)    $     55,181     $   (938,897)
                                                         ============     ============     ============

        Net (loss) per common share Basic and diluted    $     (0.032)    $      0.004
                                                         ============     ============

        Weighted average common shares outstanding
        Basic and diluted                                  21,702,313       14,339,439

The average shares listed below were not included in the computation of diluted
losses per share because to do so would have been antidilutive for the periods
presented:


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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                        Deficit
                                              Preferred Stock                Common Stock                             Accumulated
                                           --------------------   ---------------------------------   Additional      during the
                                           Number of               Number of                            Paid-in      Developmental
                                            Shares      Amount       Shares     Amount    Subscribed    Capital          Stage
                                           --------   ---------   ----------   --------   ---------   ------------    ------------
<S>                                         <C>       <C>         <C>          <C>        <C>         <C>             <C>
BALANCES August 24, 2000                         --   $      --           --   $     --   $      --   $         --    $         --
Shares issued during the period                                   10,000,000      6,000                     (5,991)
Net loss                                                                                                                   (67,679)
                                           --------   ---------   ----------   --------   ---------   ------------    ------------
BALANCES October 31, 2001                        --          --   10,000,000      6,000                     (5,991)        (67,679)

Issuance of preferred stock for debt         25,882     169,440
Issuance of common stock for cash                                  3,333,300      2,000                    211,882
Issuance of common stock for services         3,333                  341,900        205                       (205)
Foreign Currency Translation Adjustment
Net loss                                                                                                                  (234,382)
                                           --------   ---------   ----------   --------   ---------   ------------    ------------
BALANCES October 31, 2002                    29,215     169,440   13,675,200      8,205                    205,686        (302,061)

Shares issued during the period
  Shares issued for services                                         350,600        210                      8,764
  Shares Issued for Superclick Networks
    acquisition (Note J)                                           5,516,667      3,310                     (4,855)
  Preferred shares converted to debt        (29,215)   (169,440)
Foreign Currency Translation Adjustment
Net (loss) profit                                                                                                           55,181
                                           --------   ---------   ----------   --------   ---------   ------------    ------------
BALANCES October 31, 2003                        --          --   19,542,467     11,725                    209,595        (246,880)

Shares issued during the period
  Shares issued for cash
    (range $0.18-$0.45 per share)                                  4,033,329      2,420                  1,201,070
  Shares issued for services                                         621,206        373                    314,781
  Stock options granted                                                              --                     86,475
  Stock subscribed                                                                          232,000
Foreign Currency Transalation Adjustment
Net loss                                                                                                                  (692,017)
                                           --------   ---------   ----------   --------   ---------   ------------    ------------
BALANCES October 31, 2004                        --          --   24,197,002   $ 14,518   $ 232,000   $  1,811,921    $   (938,897)
                                           ========   =========   ==========   ========   =========   ============    ============
</TABLE>

<TABLE>
<CAPTION>

                                            Accumulated
                                               Other           Total
                                           Comprehensive   Stockholders'
                                            Income (loss)      Equity
                                            ------------   ------------
<S>                                         <C>            <C>
BALANCES August 24, 2000                    $         --   $         --
Shares issued during the period                                       9
Net loss                                                        (67,679)
                                            ------------   ------------
BALANCES October 31, 2001                             --        (67,670)

Issuance of preferred stock for debt                            169,440
Issuance of common stock for cash                               213,882
Issuance of common stock for services                                --
Foreign Currency Translation Adjustment           (4,918)        (4,918)
Net loss                                                       (234,382)
                                            ------------   ------------
BALANCES October 31, 2002                         (4,918)        76,352

Shares issued during the period
  Shares issued for services                                      8,974
  Shares Issued for Superclick Networks
    acquisition (Note J)                                         (1,545)
  Preferred shares converted to debt                           (169,440)
Foreign Currency Translation Adjustment           (2,558)        (2,558)
Net (loss) profit                                                55,181
                                            ------------   ------------
BALANCES October 31, 2003                         (7,476)       (33,036)

Shares issued during the period
  Shares issued for cash
    (range $0.18-$0.45 per share)                             1,203,490
  Shares issued for services                                    315,154
  Stock options granted                                          86,475
  Stock subscribed                                              232,000
Foreign Currency Transalation Adjustment          44,387         44,387
Net loss                                                       (692,017)
                                            ------------   ------------
BALANCES October 31, 2004                   $     36,911   $  1,156,453
                                            ============   ============
</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended October 31, 2004 and 2003 and
The Period August 24, 2000 (Date of Inception) to October 31, 2004
(Restated)
--------------------------------------------------------------------------------------------
                                                                                August 24,
                                                                                 2000
                                                   Year Ended    Year Ended   (Inception) to
                                                   October 31,   October 31,   October 31,
                                                   -----------------------------------------
                                                      2004          2003           2004
                                                   ---------     ---------      ---------
<S>                                                <C>           <C>            <C>
Net Earnings (Loss)                                $(692,017)    $  55,181      $(938,897)

Other Comprehensive Income (Loss)

       Foreign Currency Translation Adjustment        44,387        (2,558)        36,911
                                                   ---------     ---------      ---------

Net Comprehensive (Loss)                           $(647,630)    $  52,623      $(901,986)
                                                   =========     =========      =========
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Years Ended October 31, 2004 and 2003,  and
The Period August 24, 2000 (Date of Inception) to October 31, 2004 (Restated)
-----------------------------------------------------------------------------------------------------------------
                                                                                                  August 24, 2000
                                                                                                  (Inception) to
                                                                      Year Ended October 31,         October 31,
                                                                  ----------------------------    -------------
                                                                       2004          2003             2004
                                                                  -------------  -------------    -------------
                                                                     (Restated)    (Restated)       (Restated)
                                                                  -------------  -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>             <C>             <C>
    Net Earnings (loss)                                           $  (692,017)    $    55,181     $  (938,897)
    Adjustments to reconcile net loss
     to net cash used by operating activities:
        Depreciation                                                   17,045          27,414          58,525
        Amortization                                                                   13,993              --
        Compensation expense on intrinsic
           value of options issued                                     86,475                          86,475
        Stock issued for services                                     315,154           8,974         324,128
        Stock converted to debt                                                      (169,440)             --
        Deferred tax benefit                                          (35,432)                        (35,432)
        Abandonment of furniture                                                                           --
        and equipment                                                   4,383                           4,383
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acquisition)
    (Increase) decrease in current liabilities:
        Accounts receivable                                        (1,023,546)        (74,247)     (1,099,673)
        Other receivables                                               1,401          30,544         (82,329)
        Prepaid expenses                                              (15,117)           (117)        (24,027)
        Inventory                                                    (350,974)         (6,218)       (373,723)
    Increase (decrease) in current liabilities:
        Accounts payable and accrued expenses                         616,385         106,165         814,850
        Accrued Payroll                                               (43,414)         36,641          12,223
        Accrued other                                                  (4,752)          5,611           3,277
        Deferred revenue                                              256,896                         256,896
                                                                  -----------     -----------     -----------
        NET CASH USED FOR OPERATING ACTIVITIES                       (867,513)         34,501        (993,324)

CASH FLOWS FROM INVESTING ACTIVITIES:
        Stock issued for acquisition of subsidiary                         --          (1,545)         (1,545)
        Acquisition of furniture and equipment                       (133,288)        (25,591)       (215,944)
                                                                  -----------     -----------     -----------
        NET CASH USED FOR INVESTING ACTIVITIES                       (133,288)        (27,136)       (217,489)

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

    EFFECT OF EXCHANGE RATE CHANGES ON CASH                            44,387          (2,558)         36,911

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

CASH, beginning of period                                              19,323          23,635              --
CASH acquired                                                              --              --              --
                                                                  -----------     -----------     -----------
CASH, end of period                                               $   475,479     $    19,323     $   475,479
                                                                  ===========     ===========     ===========

    Taxes paid                                                    $       800     $        --     $       800
    Interest paid                                                 $     2,112     $       232     $     2,344
Other non-cash investing and financing activities:
    Shares issued for services                                    $   315,154     $     8,974     $   324,128
    Shares issued for acquisition                                 $    (1,545)    $    (1,545)
    Shares issued/(converted) to debt                                             $  (169,440)    $        --

</TABLE>

                                       7
<PAGE>

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

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

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

Accounts payable and accrued expenses                                  31,108
Note (receivable) from parent company                                (130,000)

Stockholders' equity                                                  105,015
                                                                 -------------
Fair value of common stock issued                                     $ 6,123
                                                                 =============


                                       8
<PAGE>

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

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

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

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

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


                                       9
<PAGE>

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

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

Organization  (Continued)  The  consolidated  financial  statements  include the
operations of Superclick, Inc. (Subsidiary) from October 8, 2003 through October
31, 2004.

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

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

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

Principles of consolidation

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

Accounting estimates

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


                                       10
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Principles

Cash and cash equivalents

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


Accounts receivable

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

Inventories

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

Reclassification

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

Property and equipment

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


                                       11
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment (Continued)

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

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

Long-lived assets

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 144
(SFAS 144).  The  Statement  requires  that  long-lived  assets be reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
historical  cost-carrying  value of an asset may no longer be  appropriate.  The
Company assesses  recoverability of the carrying value of an asset by estimating
the future net cash flows expected to result from the asset,  including eventual
disposition.  If the future net cash flows are less than the  carrying  value of
the asset,  an impairment  loss is recorded equal to the difference  between the
asset's carrying value and fair value.

Revenue recognition policy

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

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.


                                       12
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising

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

Loss per common share

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

Issuance of common stock

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

Income taxes

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


                                       13
<PAGE>


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

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

Income taxes (Continued)

according to Section 381 of the Internal Revenue Code. The Company's utilization
of U.S. Federal net operating losses will be limited in accordance to Section
381 rules.

Intangible assets

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

<TABLE>
<CAPTION>
                                               October 31, 2004
                                               ----------------

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

Impact of accounting standards

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

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


                                       14
<PAGE>

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

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

Impact of accounting standards (Continued)

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

In  December  2003,  the FASB  issued SFAS 132r,  Employers'  Disclosures  about
Pensions and Other Postretirement  Benefits--an amendment of FASB Statements No.
87, 88, and 106. SFAS 132r revises  employers'  disclosures  about pension plans
and other  postretirement  benefit plans.  It does not change the measurement or
recognition  of those  plans  required  by FASB  Statements  No. 87,  Employers'
Accounting  for Pensions,  No. 88,  Employers'  Accounting for  Settlements  and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits,  and
No. 106, Employers' Accounting for Postretirement  Benefits Other Than Pensions.
This Statement retains the disclosure  requirements  contained in FASB Statement
No.  132,  Employers'   Disclosures  about  Pensions  and  Other  Postretirement
Benefits,  which it replaces. It requires additional disclosures to those in the
original  Statement  132 about the  assets,  obligations,  cash  flows,  and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement  plans.  The adoption of SFAS 132r did not have any impact on the
Company's financial condition or results of operations.

In  December  2003,  the FASB  issued FIN No.  46R,  "Consolidation  of Variable
Interest  Entities."  This requires that the assets,  liabilities and results of
the activity of variable  interest  entities be consolidated  into the financial
statements of the company that has a  controlling  financial  interest.  It also
provides the framework for determining  whether an entity should be consolidated
based on voting interest or significant  financial  support  provided to it. The
adoption  of FIN No.  46R did not have any  impact  on the  Company's  financial
condition or results of operations.  In November 2004, the FASB issued SFAS 151,
Inventory Costs--an amendment of ARB No. 43, Chapter 4. The Statement amends the
guidance  of ARB No. 43,  Chapter  4,  Inventory  Pricing,  by  clarifying  that
abnormal amounts of idle facility expense,  freight,  handling costs, and wasted
materials  (spoilage)  should be  recognized  as  current-period  charges and by
requiring the allocation of fixed production overheads to inventory


                                       15
<PAGE>

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

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

Impact of accounting standards (Continued)

based on the normal capacity of the production facilities.  The adoption of SFAS
151 did not have any impact on the Company's  financial  condition or results of
operations.

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

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

Concentrations of credit risk

The Company performs ongoing credit  evaluations of its customers.  For the year
ended October 31, 2004, two customers  individually accounted for 51% and 17% of
accounts  receivable.  For the year ended  October  31,  2003,  three  customers
individually accounted for 39%, 22%, and 13% of accounts receivable.


                                       16
<PAGE>

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

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

Concentrations of credit risk (Continued)

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

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

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

The  Company  has  been  dependent  on  third-party   equipment   manufacturers,
distributors,  dealers,  and contractors for all of its supply of communications
equipment.  For the years ended October 31, 2004 and 2003,  the  Company's  five
largest  suppliers  accounted for 73% and 78% of product and service  purchases,
respectively.  The  Company is  dependent  on the  ability of its  suppliers  to
provide products and services on a timely basis and on favorable  pricing terms.
The loss of certain  principal  suppliers or a significant  reduction in product
availability  from principal  suppliers could have a material  adverse effect on
the Company.

Disclosure about Fair Value of Financial Instruments

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


                                       17
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Translation

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

Research and development

Expenses classified as research and development are expensed as incurred.

NOTE B - INVENTORIES

Inventories  are comprised of computer  equipment and are stated at the lower of
cost or  market,  as  determined  using  the first in,  first  out  method.  The
following  table  represents  the major  components  of inventory at October 31,
2004.

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


                                       18
<PAGE>

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

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

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

NOTE D - NET OPERATING LOSS CARRY FORWARD

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies  in making this  assessment.  At October 31, 2003 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years for the parent  company.  The  valuation  allowance
increased  by  approximately  $361,000  for the year  ended  October  31,  2004,
assuming a tax rate of 40%.

                  United States Corporation Income Taxes
    Year of Loss                         Amount               Expiration Date
----------------------                --------------      ----------------------

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

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


                                       19
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE D - NET OPERATING LOSS CARRY FORWARD (Continued)

                                 Canadian Income Taxes (Stated in CAD)
     Year of Loss                         Amount              Expiration Date
-----------------------            --------------         ----------------------
   October 31, 2003                       $5,322             October 31, 2010
   October 31, 2002                      350,910             October 31, 2009
   October 31, 2001                       24,879             October 31, 2008
                                   --------------
                                        $381,111
                                   ==============

Superclick  Networks,  Inc. (SNI) generated research and development tax credits
for the  years  ended  October  31,  2004  and  2003  of  $83,129  and  $66,445,
respectively.  SNI has net income for the year ended October 31, 2004 which they
have reduced to zero through the use of the NOL. The remaining NOL carry forward
as of October 31, 2004 is approximately $115,000.

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

NOTE E - GOING CONCERN AND MANAGEMENT'S PLANS

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


                                       20
<PAGE>

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

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

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

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

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

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

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

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

966,668 "B" Warrants were unexercised as of October 31, 2004 (See note G below).
As of October 31, 2004 and commensurate  with the private  placement filed under
Form SB-2 filed June 8, 2004,  the Company issued 999,999 shares of common stock
in


                                       21
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE F - PREFERRED AND COMMON STOCK (Continued)

exchange  for  $450,000.  Each  share  issued  in  accordance  with the  private
placement  is entitled to one "A"  Warrant  with an exercise  price of $0.60 per
share.

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

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


                                       22
<PAGE>

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

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


                                          Exercise
    Warrant           Number of           Price Per     Expiration
     Class            Warrants            Warrant          Date
-----------------   --------------      -----------    -------------
       B                  386,668           $ 0.24           9/9/06
       B                  193,333           $ 0.24          9/29/06
       B                  193,333           $ 0.24         10/15/06
       B                  193,334           $ 0.24         10/22/06
                    --------------
    Subtotal              966,668

       A                   55,555           $ 0.60          4/14/07
       A                  444,444           $ 0.60          4/19/07
       A                  100,000           $ 0.60          4/19/07
       A                  100,000           $ 0.60          4/23/07
       A                  100,000           $ 0.60          4/29/07
       A                  100,000           $ 0.60          4/29/07
       A                  100,000           $ 0.60          4/29/07
       A                  100,000           $ 0.60           5/7/07
       A                  200,000           $ 0.60          5/10/07
       A                  100,000           $ 0.60          5/11/07
       A                  100,000           $ 0.60          5/12/07
       A                  100,000           $ 0.60          5/17/07
       A                   11,000           $ 0.60          5/24/07
       A                  100,000           $ 0.60          5/24/07
       A                  200,000           $ 0.60           6/2/07
       A                  100,000           $ 0.60          6/16/07
       A                   89,000           $ 0.60          6/17/07
                    --------------
    Subtotal            2,099,999
                    --------------
    Total               3,066,667
                    ==============
================================================================================


                                       23
<PAGE>

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

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

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

On March 4, 2004, the Company  awarded its CEO a  non-qualified  stock option to
purchase  884,784  shares of common stock of the Company at an exercise price of
$.50 per share with an  expiration  date of March 3, 2006.  The options vest and
become  exercisable  at a rate of 38,866  per  month  over a  twenty-four  month
period.

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

On September 1, 2004, the Company awarded its CFO a  non-qualified  stock option
to purchase  300,000  shares of common stock of the Company at an exercise price
of $.65 per share with an expiration  date of August 31, 2006.  The options vest
and become  exercisable  at a rate of 12,500 per month over a twenty-four  month
period.

The Company has recorded  compensation  expense of $86,475  through  October 31,
2004 as the  option's  prices  were  less  than  the  fair  market  value of the
Company's stock on the award dates.  The  compensation  amount is amortized over
the options' vesting periods.

                                       24

<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE H - STOCK INCENTIVE PLANS (Continued)

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

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


                                       25
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE H - STOCK INCENTIVE PLANS (Continued)

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

                                       2004
                           ----------------------------------
                                            Weighted Average
                              Shares        Exercise Price
                           -----------      -----------------
Outstanding at
beginning of period                --        $      --
Granted                     1,904,784             0.51
Forfeited                          --               --
                            ---------       ----------
Outstanding at
end of year                 1,904,784        $    0.52
                            =========       ==========
Options exerciseable
at year end                  390,562
                            =========


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

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

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

The  following  information  is  provided  in  accordance  with  SFAS  No.  123,
"Accounting for Stock-Based  Compensation."  If the compensation  cost for these
plans had been


                                       26
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE H - STOCK INCENTIVE PLANS (Continued)

determined based on the fair value at the grant dates for awards consistent with
the method of SFAS Statement 123, the pro forma effect on the Company's net loss
per share for the year ended October 31, 2004 would have been:

                                                        Year Ended
                                                        October 31,
                                                           2004
                                                        -----------
             Net loss as reported                       $(692,017)
             Pro forma                                  $(848,727)
             Net loss per share, as reported               $(.032)
             Pro forma                                     $(.039)

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

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


                                       27
<PAGE>

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

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

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

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

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

During the year ended  October 31,  2003,  and prior to the  acquisition,  three
shareholders of Superclick  Networks,  Inc. (SNI) converted  preferred shares of
SNI into debt and then  cancelled the debt. SNI recognized a gain of $169,441 on
the loan  forgiveness.  In  addition,  SI  forgave  $130,000  it had  previously
advanced to SNI.

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


                                       28
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
NOTE I - RELATED PARTY TRANSACTIONS (Continued)

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

NOTE J - COMMITMENTS

The Company  leased  office space on a month to month basis from a relative of a
director  and  shareholder  at $1,006 per month.  On October 1, 2004 the Company
began a new lease for office space. The lease extends through September 30, 2009
at a rate of $4,082 per month. The Company has also entered into  non-cancelable
operating  leases  for  office  equipment,  computers  and a vehicle  at monthly
payments of $634.  Future lease  payments  under these  operating  leases are as
follows:

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

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


                                       29
<PAGE>

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

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

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

                Cash                                       $3,667
                Other current assets                        2,456
                                                      ------------
                                                           $6,123
                                                      ============

                Current liabilities                        31,108
                Note (receivable) from parent           (130,000)
                Total stockholders' equity                105,015
                                                      ============
                                                           $6,123
                                                      ============


                                       30
<PAGE>

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

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

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

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

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

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


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


                                       31
<PAGE>

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

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

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

Total current assets                                 $6,123              $1,376

Property and equipment (net)
Intangible asset (net)                                    0                   0

                                            ----------------    ----------------
Total assets                                       $245,892            $238,980
                                            ================    ================

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

Total Liabilities                                   $31,108             $31,723

Common stock                                          3,310               1,800

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

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

Total equity                                       $(24,985)           ($30,347)

                                            ----------------    ----------------
Total liabilities and equity                         $6,123              $1,376
                                            ================    ================


                                       32
<PAGE>

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

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

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

Cost and Expenses:
     General and administrative expense               68,638            115,811
     Research and development
     Depreciation and amortization                                          142
     Interest                                                             3,445
                                            -----------------    ---------------
     Total costs and expenses                         68,638            119,398

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

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

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

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

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

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


                                       33
<PAGE>

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

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

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

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

     Loan forgiveness                                  130,000               --
CHANGES IN CURRENT ASSETS AND CURRENT
LIABILITIES
(Increase) decrease in current assets:
     Accounts receivable
     R&D tax credits receivable
     Prepaid expenses                                   (2,456)
     Inventory
Increase (decrease) in current liabilities:

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

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


                                       34
<PAGE>

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

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

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


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

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

NOTE L - SUBSEQUENT EVENTS (Unaudited)

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

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

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


                                       35
<PAGE>

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

The 10-KSB for  Superclick,  Inc.  as of October  31,  2004 and 2003 and for the
Period  August  24,  2000  (Date of  Inception)  to  October  31,  2004 has been
restated.  In March 2005,  the  Company  was  contacted  by the  Securities  and
Exchange  Commission  (SEC).  In their  letter  dated,  March  16,  2005 the SEC
determined the acquisition of Superclick Networks, Inc. was a reverse merger. In
the reverse merger the accounting acquirer is Superclick  Networks,  Inc. and is
to be treated as the continuing reporting entity with their historical financial
statements being brought forward. The financial statements contained within this
report have been restated to effect this recommendation.  Previously, the merger
was accounted for a forward merger  accounted for as a purchase wherein goodwill
had been created.

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

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


                                       36
<PAGE>

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

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

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

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

                    LIABILITIES AND STOCKHOLDERS' EQUITY

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

STOCKHOLDERS' EQUITY (Note E)
      Preferred stock, par value $.0001; 20,000,000
        shares authorized; 0 issued and outstanding                 --             --
      Common stock, par value $.0006, 121,000,000 shares
        authorized; issued and outstanding 24,197,002 at
        October 31, 2004                                        14,518         14,518             --
      Common stock subscribed                                  232,000        232,000             --
      Additional paid-in capital                             3,308,021      1,811,921     (1,496,100)
      Deficit accumulated during the development stage      (1,216,391)      (938,897)       277,494
      Accumulated other comprehensive gain (loss)
           (Cumulative translation adjustment)                  36,911         36,911             --
                                                           -----------    -----------    -----------
          TOTAL STOCKHOLDERS' EQUITY                         2,375,059      1,156,453     (1,218,606)
                                                           -----------    -----------    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 3,462,305    $ 2,243,699    $(1,218,606)
                                                           ===========    ===========    ===========
</TABLE>


                                       37
<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2004 AND
2003 AND THE PERIOD AUGUST 24, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2004
(RESTATEMENT)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Ten Months
                                          Year Ended      Year Ended       Year Ended         Ended          Year Ended
                                         October 31,      October 31,     October 31,      October 31,       October 31,
                                        ------------     ------------     ------------     ------------     ------------
                                             2004            2004             2004             2003             2003
                                        ------------     ------------     ------------     ------------     ------------
                                         (Previously                                       (Previously
                                          reported)       (Restated)      (Difference)      reported)        (Restated)
                                        ------------     ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>              <C>
Revenue
  Net Sales                             $  2,791,770     $  2,791,770     $         --     $      2,692     $    652,336
  Cost of goods sold                       1,842,731        1,842,731               --            3,023          478,763
                                        ------------     ------------     ------------     ------------     ------------
  Gross Profit                               949,039          949,039               --             (331)         173,573

Cost and Expenses
  Loss on equity method investment                --               --               --               --               --
  Bank charges                                 4,959            4,959               --              417              809
  Communication                               25,652           25,652               --            4,032            7,119
  Consulting fees                             60,527           60,527               --            2,658           21,357
  Meals and entertainment                     15,762           15,762               --              156            4,067
  Depreciation and amortization               17,045           17,045               --            1,834           27,414
  Marketing and promotion                     25,984           25,984               --               --           16,490
  Office                                     195,245          195,245               --            5,638           32,002
  Director Compensation                      197,154          197,154               --               --               --
  Professional fees                          225,931          225,931               --           46,933           49,833
  Investor relations                         116,531          116,531               --            1,347               --
  Loss due to license revisions                   --               --               --               --               --
  Other miscellaneous                          3,355            3,355               --               --               --
  Salary and wages                           536,053          536,053               --           32,220          217,131
  Employee benefits                           16,947           16,947               --               --            8,605
  Travel                                      94,082           94,082               --            8,059           53,393
  Taxes & Licenses                            18,236           18,236               --               --           11,592
  Research and development                   136,610          136,610               --           52,130           23,004
  Bad debt expense                            32,000           32,000               --               --               --
  Write down of intangible asset             136,000               --         (136,000)              --               --
  Interest expense                             2,112            2,112               --              232           11,462
                                        ------------     ------------     ------------     ------------     ------------
  Total Expenses                           1,860,185        1,724,185         (136,000)         155,656          484,278
                                        ------------     ------------     ------------     ------------     ------------
(Loss) from Operations                      (911,146)        (775,146)         136,000         (155,987)        (310,705)

Gain on sale of investment                        --               --               --               --               --

Gain on forgiveness of debt                       --               --               --               --          299,441
                                        ------------     ------------     ------------     ------------     ------------

Earnings (Loss) before income taxes         (911,146)        (775,146)         136,000         (155,987)         (11,264)

Provision (benefit) for income taxes         (83,129)         (83,129)              --          (66,445)         (66,445)

NET EARNINGS (LOSS)                     $   (828,017)    $   (692,017)    $    136,000     $    (89,542)    $     55,181
                                        ============     ============     ============     ============     ============

  Net (Loss) per common share
  Basic and diluted                     $     (0.038)    $     (0.032)    $      0.006     $     (0.020)    $      0.004
                                        ============     ============     ============     ============     ============

  Weighted average common shares
    outstanding Basic and diluted         21,702,313       21,702,313               --        4,426,537       14,339,439
</TABLE>

<TABLE>
<CAPTION>
                                                         June 3, 1999    August 24, 2000   August 24, 2000
                                         Year Ended     (Inception) to   (Inception) to    (Inception) to
                                         October 31,      October 31,       October 31,      October 31,
                                        ------------     ------------     ------------     ------------
                                            2003             2004             2004              2004
                                        ------------     ------------     ------------     ------------
                                                         (Previously
                                        (Difference)      reported)        (Restated)       (Difference)
                                        ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>
Revenue
  Net Sales                             $    649,644     $  2,794,462     $  3,550,380     $    755,918
  Cost of goods sold                         475,740        1,845,754        2,401,553          555,799
                                        ------------     ------------     ------------     ------------
  Gross Profit                               173,904          948,708        1,148,827          200,119

Cost and Expenses
  Loss on equity method investment                --           90,000               --          (90,000)
  Bank charges                                   392            5,932            5,768             (164)
  Communication                                3,087           37,888           37,290             (598)
  Consulting fees                             18,699           79,228           90,303           11,075
  Meals and entertainment                      3,911           51,461           21,052          (30,409)
  Depreciation and amortization               25,580           25,002           75,266           50,264
  Marketing and promotion                     16,490           57,013           42,474          (14,539)
  Office                                      26,364          202,367          239,526           37,159
  Director Compensation                           --          197,154          197,154               --
  Professional fees                            2,900          440,240          298,242         (141,998)
  Investor relations                          (1,347)         145,261          116,531          (28,730)
  Loss due to license revisions                   --            4,639               --           (4,639)
  Other miscellaneous                             --            4,669            4,298             (371)
  Salary and wages                           184,911          568,273          894,468          326,195
  Employee benefits                            8,605           16,947           31,703           14,756
  Travel                                      45,334          125,342          181,527           56,185
  Taxes & Licenses                            11,592           19,036           29,828           10,792
  Research and development                   (29,126)         188,740          313,843          125,103
  Bad debt expense                                --           32,000           32,000               --
  Write down of intangible asset                  --          136,000               --         (136,000)
  Interest expense                            11,230            6,345           18,005           11,660
                                        ------------     ------------     ------------     ------------
  Total Expenses                             328,622        2,433,537        2,629,278          195,741
                                        ------------     ------------     ------------     ------------
(Loss) from Operations                      (154,718)      (1,484,829)      (1,480,451)           4,378

Gain on sale of investment                        --           80,000               --          (80,000)

Gain on forgiveness of debt                  299,441           38,864          299,441          260,577
                                        ------------     ------------     ------------     ------------

Earnings (Loss) before income taxes          144,723       (1,365,965)      (1,181,010)         184,955

Provision (benefit) for income taxes              --         (149,574)        (242,113)         (92,539)

NET EARNINGS (LOSS)                     $    144,723     $ (1,216,391)    $   (938,897)    $    277,494
                                        ============     ============     ============     ============

  Net (Loss) per common share
  Basic and diluted                     $      0.024
                                        ============

  Weighted average common shares
    outstanding Basic and diluted          9,912,902
</TABLE>


                                       38
<PAGE>

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE PERIOD AUGUST 24, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              For the Period        For the Period        For the Period
                                                               July 1, 1999        August 24, 2000       August 24, 2000
                                                           (Date of Inception)   (Date of Inception)   (Date of Inception)
                                                              to October 31,        to October 31,        to October 31,
                                                               ------------         ------------         ------------
                                                                   2004                  2004                2004
                                                               ------------         ------------         ------------
                                                               (Previously
                                                                 reported)           (Restated)           (Difference)
<S>                                                            <C>                  <C>                  <C>
Common stock:
Shares issued for merger with Superclick Networks, Inc.
      Shares                                                     14,025,800            5,516,667           (8,509,133)
      Amount                                                   $      8,415         $      3,310         $     (5,105)
      Additional paid in capital                               $  1,236,520         $     (4,855)        $ (1,241,375)
Shares issued for acquistion of Nordic
      Shares                                                        166,667                   --             (166,667)
      Amount                                                   $        100         $         --         $       (100)
      Additional paid in capital                               $     89,900         $         --         $    (89,900)
Shares issued for license, net                                           --
      Shares                                                        416,666                   --             (416,666)
      Amount                                                   $        250         $         --         $       (250)
      Additional paid in capital                               $      9,750         $         --         $     (9,750)
   Shares issued for cash:
      Shares                                                      8,966,663            7,366,629           (1,600,034)
      Amount                                                   $      5,380         $      4,420         $       (960)
      Additional paid in capital                               $  1,660,105         $  1,502,462         $   (157,643)
   Shares issued for services:
      Shares                                                        621,206           11,313,706           10,692,500
      Amount                                                   $        373         $      6,788         $      6,415
      Additional paid in capital                               $    314,781         $    317,349         $      2,568
Common stock subscribed                                        $    232,000         $    232,000         $         --
Stock options granted                                          $     86,475         $     86,475         $         --
Fees related to share issuance                                 $    (89,510)        $    (89,510)        $         --
Foreign Currency Translation Adjustment                        $     36,911         $     36,911         $         --
Accumulated Deficit through October 31, 2004                   $ (1,216,391)        $   (938,897)        $    277,494
                                                               ------------         ------------         ------------
Total shareholders equity                                      $  2,375,059         $  1,119,542         $ (1,218,606)
                                                               ============         ============         ============

Total Common Stock
Shares                                                           24,197,002           24,197,002                   --
Amount                                                         $     14,518         $     14,518         $         --
Additional paid in capital                                     $  3,308,021         $  1,811,921         $ (1,496,100)
</TABLE>



                                       39
<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED OCTOBER 31, 2004 AND 2003 AND THE PERIOD AUGUST 24, 2000
(DATE OF INCEPTION) TO OCTOBER 31, 2004 (RESTATEMENT)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                                        Ten Months
                                                             Year Ended     Year Ended     Year Ended     Ended         Year Ended
                                                             October 31,    October 31,    October 31,  October 31,     October 31,
                                                             -----------    -----------    ----------   -----------    -----------
                                                                2004           2004           2004          2004          2004
                                                             -----------    -----------    ----------   -----------    -----------
                                                              (Previously                               (Previously
                                                               reported)     (Restated)   (Difference)   reported)      (Restated)
                                                             -----------    -----------    ----------   -----------    -----------
<S>                                                          <C>            <C>            <C>          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                 $  (828,017)   $  (692,017)   $  136,000   $   (89,542)   $    55,181
    Adjustments to reconcile net loss
       to net cash used by operating activities
      Depreciation                                                17,045         17,045            --         1,834         27,414
      Amortization                                                                   --            --                       13,993
      Compensation expense on intrinsic
         value of options issued                                  86,475         86,475            --
      Stock issued for services                                  315,154        315,154                                      8,974
      Stock converted to debt                                                                                             (169,440)
      Wrtite down of goodwill                                    136,000                     (136,000)
      Deferred tax benefit                                       (35,432)       (35,432)
      License imparment agreement                                     --             --                                         --
      Abandonment of furniture and equipment                       3,355          4,383         1,028                           --
      Loss on investment                                                             --            --                           --
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acqusition)
    (Increase) decrease in current assets:
      Accounts receivable                                     (1,023,546)    (1,023,546)           --       129,155        (74,247)
      Other receivables                                            1,401          1,401            --       (11,897)        30,544
      Prepaid expenses                                           (15,117)       (15,117)           --          (804)          (117)
      Inventory                                                 (350,974)      (350,974)           --        (1,029)        (6,218)
    Increase (Decrease) in current liabilities:
      Accounts payable and accrued expenses                      616,385        616,385            --       (91,323)       106,165
      Accrued payroll                                            (43,414)       (43,414)           --       (10,267)        36,641
      Accrued other                                               (4,752)        (4,752)           --        16,353          5,611
      Deferred revenue                                           256,896        256,896                                         --
                                                             -----------    -----------    ----------   -----------    -----------
      NET CASH USED FOR OPERATING ACTIVITIES                    (868,541)      (867,513)        1,028       (57,520)        34,501
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash to acquire Superclick Networks, Inc.                       --             --            --      (145,000)        (1,545)
      Acqusition of furniture and equipment                     (126,941)      (133,288)    (6,347.00)       (2,263)       (25,591)
                                                             -----------    -----------    ----------   -----------    -----------
      NET CASH USED FOR INVESTING ACTIVITIES                    (126,941)      (133,288)    (6,347.00)     (147,263)       (27,136)
CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                     1,435,490      1,435,490            --       204,000             --
      Repayment of note payable                                       --             --            --            --             --
      Related party loan                                         (22,920)       (22,920)           --         3,076         (9,119)
                                                             -----------    -----------    ----------   -----------    -----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                1,412,570      1,412,570            --       207,076         (9,119)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                           39,068         44,387      5,319.00         9,082         (2,558)
NET INCREASE (DECREASE) IN CASH                                  456,156        456,156            --        11,375         (4,312)
CASH, beginning of period                                         19,323         19,323            --         1,376         23,635
CASH acquired                                                         --             --            --         6,572             --
                                                             -----------    -----------    ----------   -----------    -----------
CASH, end of period                                          $   475,479    $   475,479    $       --   $    19,323    $    19,323
                                                             ===========    ===========    ==========   ===========    ===========
Other non-cash investing and financing activities:
    License agreement acquired by issue of common stock      $        --    $        --    $       --   $        --    $        --
    Nordic Racing Limited acquired by issue of common stock  $        --    $        --    $       --   $        --    $        --
    Forgiveness of related party loan                        $        --    $        --    $       --   $        --    $        --
    Shares issued for acquisition                                                                                      $ 1,244,935
    Shares issued/(converted) to debt
    Shares issued for services                               $   315,154    $   315,154    $       --                  $     8,974
    Interest paid                                            $     2,112    $     2,112    $       --   $       232    $       232
    Taxes paid                                               $    800.00    $       800    $       --   $        --    $        --
</TABLE>

<TABLE>
<CAPTION>
                                                                                            August 24,      August 24,
                                                                            June3, 1999       2000            2000
                                                                            (Inception)    (Inception)    (Inception)
                                                             Year Ended         to             to              to
                                                             October 31,    October 31,    October 31,     October 31,
                                                             -----------    -----------    -----------    -----------
                                                                2004           2004           2004           2004
                                                             -----------    -----------    -----------    -----------
                                                                            (Previously
                                                            (Difference)     reported)     (Restated)    (Difference)
                                                             -----------    -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                 $   144,723    $(1,216,391)   $  (938,897)   $   277,494
    Adjustments to reconcile net loss
       to net cash used by operating activities
      Depreciation                                                25,580         19,641         58,525         38,884
      Amortization                                                13,993          5,361             --         (5,361)
      Compensation expense on intrinsic
         value of options issued                                      --         86,475         86,475             --
      Stock issued for services                                    8,974        315,154        324,128          8,974
      Stock converted to debt                                   (169,440)            --             --             --
      Wrtite down of goodwill                                                   136,000             --       (136,000)
      Deferred tax benefit                                                      (35,432)       (35,432)            --
      License imparment agreement                                     --          4,639             --         (4,639)
      Abandonment of furniture and equipment                          --          4,670          4,383           (287)
      Loss on investment                                              --         90,000             --        (90,000)
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acqusition)
    (Increase) decrease in current assets:
      Accounts receivable                                       (203,402)      (894,391)    (1,099,673)      (205,282)
      Other receivables                                           42,441        (10,496)       (82,329)            --
      Prepaid expenses                                               687        (15,921)       (24,027)            --
      Inventory                                                   (5,189)      (352,003)      (373,723)       (21,720)
    Increase (Decrease) in current liabilities:
      Accounts payable and accrued expenses                      197,488        556,785        814,850             --
      Accrued payroll                                                 --        (53,681)        12,223             --
      Accrued other                                              (10,742)        11,601          3,277             --
      Deferred revenue                                                --        256,896        256,896             --
                                                             -----------    -----------    -----------    -----------
      NET CASH USED FOR OPERATING ACTIVITIES                      45,113     (1,091,093)      (993,324)      (137,937)
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash to acquire Superclick Networks, Inc.                  143,455       (145,000)        (1,545)       143,455
      Acqusition of furniture and equipment                      (23,328)      (131,281)      (215,944)       (84,663)
                                                             -----------    -----------    -----------    -----------
      NET CASH USED FOR INVESTING ACTIVITIES                     120,127       (276,281)      (217,489)        58,792
CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                      (204,000)     1,807,975      1,649,381       (158,594)
      Repayment of note payable                                       --             --             --             --
      Related party loan                                         (12,195)       (19,844)            --             --
                                                             -----------    -----------    -----------    -----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                 (216,195)     1,788,131      1,649,381       (158,594)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                          (11,640)        48,150         36,911             --
NET INCREASE (DECREASE) IN CASH                                  (15,687)       468,907        475,479             --
CASH, beginning of period                                         22,259             --             --             --
CASH acquired                                                     (6,572)         6,572             --             --
                                                             -----------    -----------    -----------    -----------
CASH, end of period                                          $        --    $   475,479    $   475,479    $        --
                                                             ===========    ===========    ===========    ===========
Other non-cash investing and financing activities:
    License agreement acquired by issue of common stock      $        --    $    10,000    $        --    $   (10,000)
    Nordic Racing Limited acquired by issue of common stock  $        --    $    90,000    $        --    $   (90,000)
    Forgiveness of related party loan                        $        --    $    38,864    $        --    $   (38,864)
    Shares issued for acquisition                            $    (1,545)   $(1,246,480)   $ 1,244,935    $    (1,545)
    Shares issued/(converted) to debt                                       $        --    $  (169,440)   $  (169,440)
    Shares issued for services                               $     8,974    $   315,154    $   324,128    $     8,974
    Interest paid                                            $        --    $     2,344    $     2,344    $        --
    Taxes paid                                               $        --    $       800    $       800    $        --
</TABLE>


                                       40