SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[_]   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, 2005 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. 333-31238

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



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


                              11995 EL CAMINO REAL
                                    SUITE 301
                               SAN DIEGO, CA 92130
             (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. [_]


<PAGE>


The Registrant's revenues for the year ended October 31, 2005 were
$3,205,696.

The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant on February 10, 2006 (based on the closing sale
price of US $0.12 per share of the Registrant's common stock, as reported on
Over-The-Counter Bulletin Board on that date) was approximately U.S. $3,440,061.
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
February 10, 2006 was 28,667,176.

Documents incorporated by reference: None

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


<PAGE>


                                TABLE OF CONTENTS

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

Forward-Looking  Statements                                                    1

PART I

1.  Description of Business                                                    1
2.  Description of Property                                                   10
3.  Legal Proceedings                                                         11
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                                                     17
7.  Financial Statements                                                      26
8.  Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure                                                      27
8A. Controls and Procedures                                                   27

PART III

9.  Directors, Executive Officers, Promoters and Control Persons;
    Compliance with Section 16(a) of the Exchange Act                         29
10. Executive Compensation                                                    31
11. Security Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters                                               34
12. Certain Relationships and Related Transactions                            35
13. Exhibits and Reports on Form 8-K                                          36
14. Principal Accountant Fees and Services                                    39


<PAGE>


                           FORWARD-LOOKING STATEMENTS

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


                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS


SUMMARY OF CORPORATE HISTORY

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

Pursuant to a share purchase (the "Share Purchase Agreement") agreement dated
October 7, 2003, Superclick, Inc ("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. ("SNI")was organized on August 24, 2000, in Montreal,
Quebec, Canada. SNI is in the business of providing and installing broadband
high speed Internet connection equipment in hotels on a worldwide basis, and
24x7 customer support at its owned and operated Montreal-based call center.


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

Pursuant to the Share Purchase Agreement, , Superclick acquired 100% of the
issued and outstanding shares of SNI. from its shareholders. In consideration
for acquiring all of SNI's shares Superclick issued to SNI's shareholders
14,025,800 shares of Superclick, Inc.'s common stock. As a result of the
acquisition, the former shareholders of SNI held immediately after the
acquisition 71.7% of the issued and outstanding shares of the Subsidiary's
common stock. The remaining 28.3% was held by Superclick, Inc.'s shareholders.
In addition, and pursuant to the Share Purchase Agreement, Superclick changed
its year-end to October 31 to coincide with the year-end of SNI. In October, the
Company also retroactively affected a 1 for 6 common stock split and
retroactively assigned $0.0006 par value to common stock where no value had been
previously stated. All share and per share amounts shown in these financial
statements reflect the stock split for all periods presented.


                                       1
<PAGE>


Superclick emerged from the development stage during the year ended October 31,
2005.
Superclick's primary objective is to continue to expand its installed room base
throughout North America, Europe, Latin America and the Caribbean, and to
provide 24x7 dedicated customer support to its hotel customers. At present, the
Company has installed its IP management product in approximately 80,000 rooms.

However, to manage existing corporate overhead, and to finance capital
expenditures on installations, Superclick will continue to rely on cash advances
from shareholders, as well as to seek additional debt or equity financing.
Superclick 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 Superclick, if available at all.


BUSINESS

The Company provides IP-based data management solutions via its SIMS
("Superclick Internet Management System") supported by a 24x7 customer support
center to the hospitality, MTU, university and healthcare markets. SIMS(TM) 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(TM) 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(TM) can be deployed
with hardware which provides High Speed Internet Access (HSIA) via Ethernet,
DSL, WiFi or in combination. The Company's SIMS(TM) platform has been
successfully deployed in approximately 500 hotels throughout the United States,
Canada, Europe, Latin America and the Caribbean.

The Company's customers include the Commonwealth Hospitality Group,
InterContinental Hotels Group, Candlewood Suites, Comfort Inn, Crowne Plaza,
Doubletree, Fairfield Inn, Fairmont Hotels & Resorts, Four Points by Sheraton,
Hampton Inn & Suites, Hilton, Holiday Inn, Hampton Inn, JW Marriott, Novotel,
Quality Suites, Radisson, Residence Inn, Sheraton, Staybridge Suites,
Travelodge, Westin and Wyndham.


                                       2
<PAGE>


BUSINESS MODEL

Superclick's current business model is to provide its customers with a turnkey
installation of a SIMS(TM)-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 by hoteliers and property management
companies through competitive procurements. The Internet management services
industry is highly competitive and many of Superclick's 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.


                                       3
<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, 2005, 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.


                                       4
<PAGE>


RISKS RELATED TO OUR BUSINESS:

THE COMPANY'S REVENUE AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY FROM
QUARTER TO QUARTER, AND FLUCTUATIONS IN OPERATING RESULTS COULD CAUSE ITS STOCK
PRICE TO DECLINE.

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

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

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


ANY INABILITY TO ADEQUATELY RETAIN OR PROTECT OUR EMPLOYEES, CUSTOMER
RELATIONSHIPS AND PROPRIETARY TECHNOLOGY COULD HARM OUR ABILITY TO COMPETE.

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


                                       5
<PAGE>


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

Sandro Natale, one of the Company's founders and current CEO, 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:

      o     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;

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

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

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

      o     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.


                                       6
<PAGE>


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:

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

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

      o     cultural differences that adversely affect utilization; o unexpected
            changes in trading policies, legal and regulatory requirements,
            tariffs and other foreign taxes;

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

      o     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

      o     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.


                                       7
<PAGE>


THERE ARE RISKS ASSOCIATED WITH OUR PLANNED GROWTH.

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

Some of the information in this 10KSB 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.


                                       8
<PAGE>


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

YOU MAY SUFFER DILUTION UPON THE EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS
AND THE CONVERSION OF CONVERTIBLE NOTES.

As of October 31, 2005, we had exercisable stock options outstanding to purchase
1,147,564 shares of common stock, warrants to purchase 4,032,661 shares of
common stock, and convertible debentures convertible in accordance with a
formula based on the 45 day trailing average price of our common stock. To the
extent such options or warrants are exercised and convertible notes are
converted, there will be further dilution. In addition, in the event that any
future financing should be in the form of securities convertible into, or
exchangeable for, equity securities, investors may experience additional
dilution upon the conversion or exchange of such securities.

FUTURE SALES OF OUR COMMON STOCK BY EXISTING SHAREHOLDERS UNDER RULE 144 COULD
DECREASE THE TRADING PRICE OF OUR COMMON STOCK.

As of January 24, 2005, a total of 17,336,681 shares of our outstanding common
stock were "restricted securities" and could be sold in the public markets only
in compliance with Rule 144 adopted under the Securities Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions, an amount not exceeding in any three-month period the greater of
either (i) 1% of the issuer's outstanding common stock or (ii) the average
weekly trading volume in the securities during a period of four calendar weeks
immediately preceding the sale. Persons who are not affiliated with the issuer
and who have held their restricted securities for at least two years are not
subject to the volume limitation. Possible or actual sales of our common stock
by present shareholders under Rule 144 could have a depressive effect on the
price of our common stock.


                                       9
<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
=======================================================================================================
<S>                                 <C>                        <C>                       <C>
10222 Boul. St-Michel               6,750 sq. ft.             Sept. 30, 2009            US$4,082
Suite 300
Montreal, Quebec H1H 5H1
Canada

11995 El Camino Real                NA - Executive Svc.       Month-to-Month            US$60.00
Suite 301
San Diego, CA 92130
</TABLE>


                                       10
<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
                             -------     -------
2004
-------
First Quarter                 $.20       $ .51
Second Quarter                $.26       $ .97
Third Quarter                 $.58       $1.16
Fourth Quarter                $.58       $ .85

2005
-------
First Quarter                 $.75       $ .93
Second Quarter                $.75       $1.10
Third Quarter                 $.60       $1.02
Fourth Quarter                $.19       $ .79


                                       11
<PAGE>


On January 24, 2006, the closing price was $0.135 for our stock.

HOLDERS

There are approximately sixty-nine record holders of common equity.

DIVIDENDS

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

TRANSFER AGENT

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

EQUITY COMPENSATION PLANS

On April 8, 2004, the Board of Directors of the Company adopted the 2004
Incentive Stock Option Plan. This Plan is a plan for key Employees (including
officers and employee directors) and Consultants of the Company and its
Affiliates and is intended to advance the best interests of the Company, its
Affiliates, and its stockholders by providing those persons who have substantial
responsibility for the management and growth of the Company and its Affiliates
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 was 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 then CEO, John Glazik, 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. Mr. Glazik's employment with Superclick ceased on
April 28, 2005. In accordance with Mr. Glazik's Separation and Release Agreement
with the Company dated June 9, 2005, a total of 589,856 shares had vested
pursuant to Mr. Glazik's Option Agreement. 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 then CFO, Claude Smith, 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. Mr.
Smith's employment with Superclick ceased on April 28, 2005. In accordance with
Mr. Smith's Separation and Release Agreement with the Company, dated June 10,
2005, a total of 137,500 shares had vested pursuant to Mr. Smith's Option
Agreement.


                                       12
<PAGE>


The Company has recorded compensation expense of $398,388 through October 31,
2005 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, 2005, the Company awarded 102,067 restricted
shares of its common stock to directors totaling $77,225.

The following table summarizes the Company's stock option activity for the year
ended October 31, 2005:


                                       13
<PAGE>


                                                    2005
                                     ------------------------------
                                                   Weighted Average
                                      Shares        Exercise Price
                                     ----------    ----------------

Outstanding at beginning of period    1,904,784    $           0.52
Granted                                 125,000                0.60
Forfeited                              (457,428)               0.54
Exercised                              (111,875)               0.50
                                     ----------    ----------------
Outstanding at end of year            1,460,481    $           0.52
                                     ==========    ================
Options exerciseable at year end      1,147,564
                                     ==========


COMMON STOCK

PRIVATE PLACEMENT AND WARRANT ACTIVITY

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, we issued 1,933,333 shares of restricted common stock in
exchange for $174,000. Attached to each share of restricted common stock were
two warrants giving the holder the right to purchase common stock; Warrant "A"
has an exercise price of $0.18 and a three-year life, and Warrant "B" has an
exercise price of $0.24 and a three-year life. Each warrant has one-for-one
rights to purchase one share of common stock. The issuance of these securities
was exempt under section 4(2) of the Securities Act of 1933, as amended as a
sale not involving a public offering.

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, 1,933,330 of the series "A" Warrants were exercised at $.18
per share, resulting in $348,000 net proceeds to the Company and the issuance of
1,933,330 restricted common shares.

During the quarter ended April 30, 2004 and pursuant to the September 2003
private placement 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 were classified as stock subscribed in Stockholder's Equity at October 31,
2004 and issued subsequent to that year end. At October 31, 2005 966,665 "B"
Warrants were unexercised.

As of October 31, 2004 and commensurate with the April 6, 2004 private placement
filed under Form SB-2 with the SEC on June 8, 2004, the Company issued 1,999,999
shares of common stock in exchange for gross proceeds of $900,000. 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 year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in gross proceeds of $60,000. 2,099,999 "A" Warrants were unexercised
as of October 31, 2005.

During the quarter ended April 30, 2005 and pursuant to the April 6, 2004
financing, which the board had previously in a resolution extended through April
1, 2005, the Company issued 200,000 shares of Common Stock in exchange for net
proceeds of $81,000. Attached to this issuance were 200,000 Common Stock A
Warrants with an exercise price of $0.60 per share. The Company received
aggregate gross proceeds of $990,000 pursuant to the April 6, 2004 private
placement. This private placement was closed effective April 1, 2005 and no
additional proceeds will be received.


                                       14
<PAGE>


In August of 2005, we issued $2,250,000 of convertible debentures with 965,997
warrants attached (See Note J).

STOCK ISSUED FOR SERVICES

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.

On July 28, 2005, the Company issued 25,000 shares of Common Stock for services
from Treasury Stock at fair market value of $0.77 per share, or $19,250.

During the year ended October 31, 2005 the Company issued 102,067 shares to the
members of the Board of Directors for services rendered. Total value of the
issuances is $77,225. Value for shares issued for services is based on fair
market value of our stock on the date of issuance.

STOCK OPTIONS

During the year ended October 31, 2005, three employees exercised their vested
options by utilizing the option's cashless feature whereby the exercise price of
the common stock received is paid for with a portion of the shares exercised and
which shares are returned to the company as Treasury Stock in lieu of cash. In
total, 111,875 options were exercised with 51,961 shares of common stock issued
to the optionees and 58,664 shares of common stock issued in the name of
Superclick with $25,981 recorded to Treasury Stock.

On March 3, 2005 the Board of Directors increased the employee stock option pool
established by the employee stock option plan to 3,500,000 from 2,000,000 (See
Note N).

ACQUISITION OF HOTEL NET, LLC

On July 21, 2005, the Company issued 1,500,000 shares of Common Stock to the
shareholders of Hotel Net, LLC pursuant to the July 18, 2005 Letter of Intent.
The shares were valued at fair market value of $0.64, or $960,000. Also, in
connection with the purchase of Hotel Net LLC, on September 14, 2005, the
Company issued 1,250,000 shares of common stock to the shareholders of Hotel
Net, LLC. The shares were valued at fair market value of $0.55, or $687,500 .


                                       15
<PAGE>


WARRANTS

At October 31, 2005 the Company had 966,665 "B" Warrants, 2,099,999 "A" Warrants
and 965,997 warrants related to convertible debentures (See Note J) 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                   386,666           $ 0.24                 9/9/06
      B                   193,333           $ 0.24                9/29/06
      B                   193,333           $ 0.24               10/15/06
      B                   193,333           $ 0.24               10/22/06
                   ---------------
  Subtotal                966,665

      A                    55,555           $ 0.60                4/14/07
      A                   100,000           $ 0.60                4/19/07
      A                   444,444           $ 0.60                4/19/07
      A                   100,000           $ 0.60                4/23/07
      A                   200,000           $ 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                5/12/07
      A                   100,000           $ 0.60                5/17/07
      A                   100,000           $ 0.60                5/24/07
      A                    11,000           $ 0.60                5/24/07
      A                   100,000           $ 0.60                 6/2/07
      A                   100,000           $ 0.60                6/16/07
      A                    89,000           $ 0.60                6/17/07
      A                   200,000           $ 0.60                3/30/08
                   ---------------
Subtotal                2,099,999

Debenture                 735,370     >or=to $0.30             07/31/2010
Debenture                 230,627     >or=to $0.30             08/17/2010
                   ---------------
Subtotal                  965,997
                   ---------------
Total                   4,032,661
                   ===============


                                       16
<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.

We continue to develop our product offering and IP management solutions,
listening carefully to our customers. Superclick emerged from the development
stage during the fiscal year ended October 31, 2005, during which substantially
all of the Company's efforts were focused on commercial activities.


                                       17
<PAGE>


Here are some of the other significant milestones achieved during FY 2005:

      o     The number of hotels installed and under contract increased from 116
            to approximately 500. This represents an increase of rooms from
            20,000 to approximately 80,000 over the year.
      o     Concluded the acquisition of HotelNet LLC, adding close to 20,000
            rooms to our footprint.
      o     Concluded a round of $2.25 million in gross proceeds of a
            convertible debenture financing with Chicago Venture Partners LP.
      o     Established global installations in Romania, the Caribbean and Latin
            America.


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.

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


                                       18
<PAGE>


ACCOUNTS RECEIVABLE

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

INVENTORIES

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

INCOME TAXES

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

FOREIGN CURRENCY TRANSLATION

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


DEFERRED TAXES

In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2004 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
$1,260,923 for the year ended October 31, 2005 assuming a tax rate of 40%.


                                       19
<PAGE>


UNITED STATES CORPORATION INCOME TAXES

<TABLE>
<CAPTION>
--------------------------------------- -------------------------- ----------------  -----------------------
Year of Loss                                                            Amount       Expiration Date
--------------------------------------- -------------------------- ----------------  -----------------------
<S>                                     <C>                        <C>               <C>
October 31, 2005                                                        $4,184,331   October 31, 2025
--------------------------------------- -------------------------- ----------------  -----------------------
October 31, 2004                                                           898,697   October 31, 2024
--------------------------------------- -------------------------- ----------------  -----------------------
October 31, 2003                                                            53,638   October 31, 2023
--------------------------------------- -------------------------- ----------------  -----------------------
December 31, 2002                                                           80,395   December 31, 2022
--------------------------------------- -------------------------- ----------------  -----------------------
December 31, 2001                                                           91,564   December 31, 2021
--------------------------------------- -------------------------- ----------------  -----------------------
December 31, 2000                                                           88,027   December 31, 2020
--------------------------------------- -------------------------- ----------------  -----------------------
December 31, 1999                                                           18,936   December 31, 2019
--------------------------------------- -------------------------- ----------------  -----------------------
                                                                        $5,415,588
--------------------------------------- -------------------------- ================  -----------------------
</TABLE>

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 carry forwards may be limited
or prohibited. After an ownership change, the amount of income that a
corporation may offset each year by preacquisition NOL carry forwards 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$)

<TABLE>
<CAPTION>
--------------------------------------- -------------------------- ----------------  -----------------------
Year of Loss                                                       Amount            Expiration Date
--------------------------------------- -------------------------- ----------------  -----------------------
<S>                                     <C>                        <C>               <C>
October 31, 2005                                                          $678,878   October 31, 2012
--------------------------------------- -------------------------- ----------------  -----------------------
October 31, 2004                                                           151,332   October 31, 2011
--------------------------------------- -------------------------- ----------------  -----------------------
October 31, 2003                                                             5,322   October 31, 2010
--------------------------------------- -------------------------- ----------------  -----------------------
October 31, 2002                                                           350,910   October 31, 2009
--------------------------------------- -------------------------- ----------------  -----------------------
October 31, 2001                                                            24,879   October 31, 2008
--------------------------------------- -------------------------- ----------------  -----------------------
                                                                        $1,211,321
--------------------------------------- -------------------------- ================  -----------------------
</TABLE>


At October 31, 2005 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 year ended October 31, 2004 the Company 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 then ended. No valuation allowance was recorded in connection with the
deferred tax benefit, generated during the year ended October 31, 2004, as it
was the opinion of management that they would have the ability to utilize it in
the future.


                                       20
<PAGE>


The Company performs research and development on an on-going basis, which is
available for refund or future tax credits in Canada. Due to the recurring
losses of the Company during the year ended October 31, 2005, management
recognized an allowance for the full amount it anticipated to generate in
connection with the research and development deferred tax benefit.
We recognized a receivable of $70,766 CDN for the research and development
activities in 2005.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED OCTOBER 31, 2005 AND 2004

REVENUE

During the twelve months ended October 31, 2005 the Company had revenue of
$3,205,696 compared to $2,552,739 for the twelve months ended October 31, 2004.
The increase in net sales was the result of the acquisition of Superclick
Networks, Inc., the validation of the Company's products and the subsequent
demand from customers. We completed several major contracts in 2005 that were
not in place in 2004.

GROSS PROFIT

Gross profit for the twelve months ended October 31, 2005 and 2004 was $810,181
and $710,008, respectively. Improvement in annual gross profit is possible
through development of better buying channel partnerships. Most externally
purchased networking equipment is acquired from resellers whose markup may be
recovered if the Company establishes distribution channel partnerships.

SELLING, GENERAL AND ADMINISTRATIVE

For the twelve months ended October 31, 2005 and 2004, general and
administrative expense was $2,616,973 and $1,633,810, respectively. The twelve
month year-over-year increase of $983,163 was primarily due to the acquisition
of Hotel Net, LLC and increases in operating expenses related therein in
addition to increased salaries related to increased headcount.

Net loss before extraordinary item for the twelve months ended October 31, 2005
and 2004 was $1,692,735 and $979,395, respectively. The twelve month
year-over-year increase in net loss before extraordinary items was $713,340 and
primarily due to the acquisition of Hotel Net, LLC and increased salaries.

Net loss after extraordinary items for the twelve months ended October 31, 2005
and 2004 was $4,140,235 and $979,395, respectively. The extraordinary loss of
$2,447,500 represents the complete write down of the Company's investment and
goodwill in Hotel Net, LLC as a result of eliminating the Hotel Net LLC trade
name, closure of the Hotel Net LLC facility, the precipitous drop in the price
of Superlick, Inc. stock price from the transaction price levels of $0.64 and
$0.55 to the current level of approximately $0.10 per share and significantly
lower revenues than expected for the final two months of the year and which are
not expected to materialize to a degree sufficient enough to warrant the
existence of a related goodwill balance.


                                       21
<PAGE>


RESEARCH AND DEVELOPMENT

For the twelve months ended October 31, 2005 and 2004, research and development
expense was $151,822 and $136,610, respectively. The twelve month year-over-year
increase in research and development expense is attributable to the ongoing
development and enhancement of the Company's products to meet evolving customer
and market demands.

OTHER INCOME AND EXPENSE

Interest expense for the twelve months ended October 31, 2005 and 2004 was
$48,513 and $2,112, respectively. The twelve month year-over-year increase is
due to the actual interest due to the holders of our convertible debentures

Amortization of the beneficial conversion feature contained in the convertible
debentures, amortization of deferred financing costs related to the convertible
debentures and the derivative gain related to warrants issued in connection with
the convertible debentures for the twelve months ended October 31, 2005 was
$97,632, $53,750 and $465,774, respectively. No such expenses were incurred in
2004. See Note J to the financial statements.


FINANCIAL CONDITION

From inception to October 31, 2005, we incurred an accumulated deficit of
$5,496,510, 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 twelve months ended October 31, 2005, we had a net
increase in cash of $21,959. Total cash resources as of October 31, 2005 was
$497,438 compared with $475,479 at October 31, 2004.

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.


                                       22
<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. Net
loss for the year ended October 31, 2005 was $4,140,235, while cash used for
operations was $1,838,615.

During the year ended October 31, 2005, 100,000 of the series "A" Warrants were
exercised at $.60 per share, resulting in $60,000 net proceeds to the Company
and the issuance of 60,000 restricted common shares.

During the year ended October 31, 2005, 200,000 of the series "A" Warrants were
exercised at $.45 per share, resulting in $90,000 net proceeds to the Company
and the issuance of 200,000 restricted common shares.

966,668 "B" Warrants were unexercised as of October 31.

During the year ended October 31, 2005, the Company issued 127,067 shares of
Common Stock in exchange for services with a total value of $96,475.

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

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

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


                                       23
<PAGE>


OFF-BALANCE SHEET ARRANGEMENTS

At October 31, 2005 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 has also entered into non-cancelable operating leases for office
equipment, computers. At October 31, 2005, our contractual obligations under
these leases and other commitments were as follows:

              ---------------------------------- ------------------
              Year Ended October 31,
              ---------------------------------- ------------------
              2006                               55,484
              ---------------------------------- ------------------
              2007                               55,011
              ---------------------------------- ------------------
              2008                               52,937
              ---------------------------------- ------------------
              2009                               48,525
              ---------------------------------- ------------------
              2010                               N/A
                                                 ---
              ---------------------------------- ------------------
                                                 $211,957
              ---------------------------------- ------------------

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, 2005. However, there can
be no assurance the Company's business will not be affected by inflation in the
future.


PRIVATE PLACEMENT OF CONVERTIBLE DEBT

On August 1, 2005, the Company completed a private placement of convertible
debentures generating gross proceeds of $1.75 million and the issuance of
warrants to purchase 735,370 shares of the Company's common stock. On August 18,
2005, the Company completed a private placement of convertible debentures
generating gross proceeds of $0.5 million and the issuance of warrants to
purchase 230,627 shares of the Company's common stock. In total, the Company
received $2.035 of net proceeds and issued 965,997 warrants. Third party fees
totaled $215,000, which were paid in cash.

The terms of the warrants and debentures are substantially the same. The
exercise price of the warrants is calculated the same as for the conversion
price of the convertible debentures described below. The warrants and debentures
are immediately exercisable. The debentures bear interest of 9%, payable
quarterly at the option of the Company in cash or stock. The interest Rate
adjusts to 12% at maturity, or twelve months from the closing date.


                                       24
<PAGE>


Prior to maturity, the debentures and warrants are convertible into the
Company's common stock at a conversion price equal to 70% of the average closing
bid price of the Company's common stock for the 45 trading days preceding a
conversion date. If the closing bid price for the stock is less than $0.50 on a
day on which the Investor converts, then during that calendar month the Investor
will only be permitted to convert principal and interest in an aggregate amount
of up to $175,000. This $175,000 limitation would not apply in the event that
the closing bid price on such conversion date is at least 150% of the average
closing bid price for the ten trading days immediately prior to such conversion.
Notwithstanding the foregoing, the Conversion Price during the pre-maturity
period shall not be less than $.30 per share. After maturity, the debentures and
warrants are convertible into the Company's common stock at a conversion price
equal to 80% of the average closing bid price of the Company's common stock for
the 45 trading days preceding a conversion date.

Cash settlement of the unexercised portion of the debenture is required. If a
cash settlement of the outstanding debt is not made in accordance with the
debenture agreement on the maturity date, then a ten (10%) percent penalty of
the outstanding debt balance will be added to the debt balance.

The debentures provide that the holders of may only convert the debenture if the
number of shares held by the lender or its affiliates after conversion would not
exceed 4.99% of the outstanding shares of the Company's common stock following
such conversion.

In connection with the transaction, we entered into a registration rights
agreement. Pursuant to the terms of the Registration Rights Agreement, within
thirty calendar days following the initial closing date, or September 1, 2005,
the Company was required to file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, covering
the resale of all of the common stock the convertible debenture would be
converted into which is at least equal to two hundred percent (200%) of the
number of shares into which the Debentures and all interest thereon through the
second anniversary of the initial closing date would be convertible based on an
assumed Conversion Price of $0.30 per share and the common stock underlying the
warrants.

The Registration Rights Agreement further provides that if a registration
statement is not filed, or does not become effective, within 100 days from the
initial closing date, then in addition to any other rights the holders may have,
the Company would be required to pay each holder an amount in cash, as
liquidated damages, equal to an aggregate five percent (5%) of the purchase
price of the debentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for
days 61-75). We filed an SB-2 with the SEC on September 15, 2005 effectively
registering 19,215,997 shares of common stock of which 18,150,000 relates to the
conversion of principle and interest of the convertible debenture and 965,997
relates to the exercise of warrants issued in connection with the convertible
debenture. The SEC declared the registration of shares underlying the debentures
effective within the allowed time on December 12, 2005.


                                       25
<PAGE>


The issuance costs related to the convertible debentures of approximately
$215,000 in cash were capitalized and are being amortized over the life of the
debt.

Pursuant to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the
warrants issued in connection with the convertible debentures meet the
requirements of and are accounted for as a liability since the warrants contain
registration rights where significant liquidated damages would be required to be
paid to the holder in the event the Company failed to receive an effective
registration, and the cashless exercise feature of the warrants and variable
exercise price which support the notion of net-cash settlement and treatment of
the warrants as a liability. The initial value of the warrants was treated as a
discount to the debenture and recorded as a liability. The Company calculated
the initial value of the warrants on the closing date of the transactions as
being $658,973 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term 5 years, exercise price $.5949, volatility
175%, risk free rate 4.32%, and zero dividend yield. Using the Black-Scholes
option-pricing method, the value of the warrants is reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise of each of the warrants, the related liability is
removed by recording an adjustment to additional paid-in-capital. The warrants
have a value of $193,199 at October 31, 2005 and the company recognized a
derivative gain of $465,774 from the initial value date to October 31, 2005.

The Company determined that the $1.75 million debenture was issued with a
beneficial conversion feature ("BCF") due to the conversion price ($.5949) being
less than the closing stock price ($.79) on the date of issuance, and the
conversion feature being in-the-money. Conversely, on the issuance date of the
$0.5 million debenture the conversion feature was not in-the-money and no BCF
was recognized. Thus, pursuant to EITF 00-27, 27, Application of Issue No. 98-5
to Certain Convertible Instruments, the BCF has been determined based on the
gross debenture amount less the portion attributable to the warrants described
above, and recorded as a discount to reduce the carry value of the debenture and
increase additional-paid-in-capital at its fair value of $390,529 on the date of
issuance as determined using the intrinsic value method. The discount will be
amortized to interest expense over the life of the debenture. The company has
recognized $65,088 in non-cash interest expense attributable to the amortization
of this discount through October 31, 2005.


                          ITEM 7. FINANCIAL STATEMENTS

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


                                       26
<PAGE>


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

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


                        ITEM 8A. CONTROLS AND PROCEDURES


(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's Acting President and Acting Chief Financial Officer (who is the
principal accounting officer), both of whom were appointed in the interim
capacity in April, 2005, to evaluate the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based on the foregoing, it was determined that our internal controls
over the revenue recognition of our accounting staff with respect to revenue
recognition in conjunction with service contract revenue was deficient.
Specifically, the deferral and amortization over the life of a contract was not
performed. In addition, we identified that certain issued and outstanding
options that permit "cashless exercise" should be subject to variable plan
accounting treatment under applicable accounting standards. Accordingly,
previously unrecognized compensation expense needed to be recognized as
compensation expense in our previously issued financial statements under the
Financial Accounting Standards Board's Interpretation 44, "Accounting for
Certain Transactions involving Stock Compensation - an interpretation of APB
Opinion No. 25" (Issue Date 3/00). See Note N to Notes to Financial Statements
commencing at Page F-24 of this report.

Our President and then interim Principal Financial Officer also identified
certain additional deficiencies in the second quarter of the Company's 2005
fiscal year, including a lack of an appropriately rigorous system of policies
and procedures for the internal review of financial reports, including
inadequate staffing, training and expertise and improper accounting procedures
for grants with "cashless exercise" provisions per Financial Accounting
Standards Board's Interpretation 44, "Accounting for Certain Transactions
involving Stock Compensation - an interpretation of APB Opinion No. 25". Our
independent registered public accountants, Bedinger and Company have indicated
that they considered these deficiencies to be material weaknesses as that term
is defined under standards established by the Public Company Accounting
Oversight Board (United States). These material weaknesses included the
following: the ineffectiveness of a rule compliance checking procedure for SEC
filings.

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


                                       27
<PAGE>


(b) Changes in internal controls

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

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

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

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

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


                                       28
<PAGE>


                                    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, 2005, our
executive officers, directors and key employees, their positions and their ages
are as follows:

DIRECTORS AND EXECUTIVE OFFICERS


NAME                                AGE              POSITION
---------------                     ---------        ---------------------------

Sandro Natale                       37               CEO, President and Director

Todd M. Pitcher                     37               Chairman of the Board

Jacobo Melcer                       66               Director

Paul Gulyas                         48               Director

George Vesnaver                     48               Director

Dipan Patel                         39               Director

Chirag Patel                        38               Director


EXECUTIVE OFFICERS AND DIRECTORS

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.

TODD M. PITCHER has been Chairman of the Board of our company since completion
of the merger transaction with Superclick Networks, Inc. in October 2003. In
addition, Mr. Pitcher served as Chief Financial Officer and Principal Accounting
Officer for the period of April 2005 through the year ended October 31, 2005.
Prior to the merger, Mr. Pitcher served as President, Chief Executive Officer
and Chief Financial Officer of Grand Prix Sports, Inc. since January 2003. Mr.
Pitcher has 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.


                                       29
<PAGE>

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.

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.

PAUL GULYAS, age 48 - Mr Gulyas has more than 27 years of diverse industrial
experience in IT systems and products, military/government systems, air traffic
and vessel traffic management systems as well as border control and security
solutions in companies from the very small to the very large. He is currently
responsible for the OEM program within IBM Canada's mid-market business unit.
Previously he was President of IOTA Information Management and is a founding
partner of the consulting firm TACTexe Incorporated. Mr. Gulyas has a BSc in
Physics from McMaster University in Hamilton, Ontario.

CHIRAG PATEL, age 38 - Chirag Patel has more than 14 years experience in
Information Technology and its applications, as well as in finance and
management. He co-founded Veriprise Wireless Corporation in 1999, which extends
corporate applications to its mobile employees via handheld devices. During his
tenure with Veriprise Chirag helped raise $9 million dollars to fund the company
wherein he developed and implemented the company's marketing strategies
resulting in partnerships with Northwestern Mutual, Proctor & Gamble, Lotus,
Motorola, PriceWaterhouseCoopers, Siebel, AT&T Wireless and Verizon Wireless. In
addition he worked with the Motorola global teams to jointly penetrate the
markets in South America and India.

DIPAN PATEL, age 39 - Dipan Patel has sixteen years of experience in the Hotel
industry and has worked in operations, franchising and real estate investment
sales. His strong relationships and rich experience in the hospitality industry
has made him instrumental in developing Hotel Net's fast growing footprint in
the United States. Currently, he is a Senior Vice President at CB Richard Ellis,
a leading commercial real estate brokerage firm, and represents the Southeast
Hotel Investment Sales Group. During his career he has completed over 120
transactions and has been awarded Broker of the year in 2001 for the Hospitality
Investment Sales and was the leading investment sales broker for CB in the
Southeast in 2002. He continues to enjoy strong success in the transaction
business and has represented several major national hotel clients. Prior to
hotel investment sales he worked with Cendant and Days Inn in a Franchise Sales
capacity.


                                       30
<PAGE>


16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, no officers, directors, beneficial owners of more than ten
percent of any class of our equity securities registered pursuant to section 12
of the Exchange Act or any other person subject to Section 16 of the Exchange
Act with respect to us, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year, which
ended October 31, 2005.


                         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 2005 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
2005.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                             Long Term Compensation
                            Annual Compensation                Awards            Payouts
-------------------  --------------------------------  ----------------------------------  ------------
    (a)       (b)      (c)        (d)         (e)         (f)           (g)         (h)        (i)
-----------  ------  --------  --------  ------------  ----------  -------------  -------  ------------
                                                       Restricted  Securities
  Name and                               Other Annual   Stock      Underlying      LTIP     All Other
 Principle          Salary      Bonus    Compensation   Award(s)   Options/SARs   Payouts  Compensation
  Position    Year     ($)      ($)             ($)      ($)            (#)         ($)        ($)
-----------  ------  --------  --------  ------------  ----------  -------------  -------  ------------
<S>          <C>    <C>        <C>       <C>            <C>        <C>            <C>      <C>
   Sandro      2005  $141,391      --            --          --             --       --            --
Natale, CEO    2004  $ 75,000      --            --          --             --       --            --
               2003  $ 42,000      --            --          --             --       --            --

    John       2005      --        --            --          --             --       --            --
  Glazik,      2004  $ 90,000  $ 10,000          --          --          884,784     --            --
 former CEO    2003      --        --            --          --             --       --            --
-----------  ------  --------  --------  ------------  ----------  -------------  -------  ------------
</TABLE>


                                       31
<PAGE>

OPTIONS AND STOCK APPRECIATION RIGHTS

On December 8, 2004, the Company awarded employees non-qualified stock options
to purchase 125,000 shares of common stock of the Company at an exercise price
of $.60 per share with an expiration date of December 8, 2010. The options vest
and become exercisable at a rate of 15,625 per quarter over a twenty-four month
period.

The Company has recorded compensation expense of $398,388 through October 31,
2005 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 2,000,000. 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.


                                       32
<PAGE>


STOCK OPTION PLAN

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


OPTION GRANTS IN LAST FISCAL YEAR

We did not grant any stock options to executive officers.


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

During the year 111,875 common stock options were exercised. As of October 31,
2005, the Company had 1,460,481 outstanding options with 1,147,564 exercisable.
The value to the company of the exercisable warrants based on the weighted
average strike price of $0.52 is approximately $596,733. However, as these
options are underwater, the company does not think it likely they will be
exercised.


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.


                                       33
<PAGE>


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

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 $120,000.


     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, 2005, 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 11995 El Camino Real,
Suite 301, San Diego CA 92130.


NAME                     SHARES BENEFICIALLY OWNED  PERCENT OF CLASS
-----------------------  -------------------------  ----------------
Sandro Natale                            3,526,100             12.30%

Todd M. Pitcher                             21,487                 *

Jacobo Melcer                              116,567                 *

George Vesnaver                             86,091                 *

Paul Gulyas                                 62,991                 *

Chirag Patel                               596,251              2.07%

Bella Investments LLC**                    704,624              2.45%

All Officers and
Directors as a Group                     5,114,111             17.83%
-----------------------  -------------------------  ----------------

(*) means less than 1.0%
(**) Dipan Patel is the sole beneficial owner of Bella Investments LLC


                                       34
<PAGE>


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Pitcher, Chairman of our company, provides consulting services to us in
exchange for monthly compensation of $2,500 and related expenses. Mr. Pitcher is
also President of Comprehensive Communications LLC who provides the Company with
investor relations support primarily in the form of press releases.

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,


                                  2006                 473

The Company's SNI subsidiary incurred $59,232 in rent expense during the twelve
months ended October 31, 2005.


                                       35
<PAGE>


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


(a) Exhibits

         Financial Statements

         INDEPENDENT AUDITORS REPORT                                   F-1

         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

         Supplemental Schedule of Business Acquired                    F-8

         Notes to Consolidated Financial Statements                    F-9


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


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).

2.3 Membership Purchase Agreement, dated as of August 31, 2005 by and between
Superclick, Inc. and the shareholders of Hotel Net LLC, (Incorporated by
reference with the Company's Form 8-K filed on September 7, 2005).

2.4 Financial statements of acquired company, Hotel Net LLC, dated as of August
31, 2005, 2005 (Incorporated by reference with the Company's Form 8-K/A filed on
October 24, 2005).

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

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

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

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


                                       36
<PAGE>


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).


                                       37
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

10.19 Securities Purchase Agreement by and between Superclick, Inc. and Chicago
Venture Partners, L.P. dated August 1, 2005 (Incorporated by reference filed
with the Company's Form 8-K filed on August 8, 2005).


                                       38
<PAGE>


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

17.2 Appointment of Chirag Patel and Dipan Patel as Directors (Incorporated by
reference filed with the Company's Form 8-K on September 7, 2005).

17.3 Resignation of Hugh Renfro and Robert MacFarlane as Directors (Incorporated
by reference with the Company's Form 8-K filed on October 3, 2005).

17.4 Resignation of Todd M. Pitcher as Interim Chief Financial Officer and
Principal Accounting Officer and appointment of Jean Perrotti as Chief Financial
Officer and Principal Accounting officer on November 11, 2005 (Incorporated by
reference with the Company's Form 8-K filed on November 14, 2005).

23.1 Consent of Independent Public Accountant, dated February 14, 2006.

* Previously filed

31.1 Rule 13a-15(e)/15d-15(e) 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 2005 were $119,390. Additionally, Bedinger & Company has charged
      $7,200 for tax preparation services for fiscal year 2005.


                                       39
<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.


                                       40
<PAGE>


SIGNATURES

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


Date:  February 10, 2006                             Superclick, Inc.

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

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


SIGNATURE TITLE DATE



/s/  Sandro Natale         Chief Executive Officer
-----------------------    February 10, 2006
Sandro Natale

/s/ Todd M. Pitcher        Interim Chief Financial Officer and
-----------------------    Principle Accounting Officer
Todd M. Pitcher            February 10, 2006


BOARD OF DIRECTORS


/s/ Todd M. Pitcher        Chairman             February 10, 2006
-----------------------
Todd M. Pitcher

/s/ Sandro Natale          Director             February 10, 2006
-----------------------
Sandro Natale


                                       41
<PAGE>


/s/Jacobo Melcer           Director             February 10, 2006
-----------------------
Jacobo Melcer

/s/ Paul Gulyas            Director             February 10, 2006
-----------------------
Paul Gulyas

/s/ Chirag Patel           Director             February 10, 2006
-----------------------
Chirag Patel

/s/ George Vesnaver        Director             February 10, 2006
-----------------------
George Vesnaver

/s/ Dipan Patel            Director             February 10, 2006
----------------------
Dipan Patel


                                       42
<PAGE>


                                SUPERCLICK, INC.

              REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED OCTOBER 31, 2005 AND 2004


                                       43
<PAGE>


                                    CONTENTS
                                    --------

                                                                            PAGE
                                                                            ----

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

FINANCIAL STATEMENTS

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

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

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

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

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

            Supplemental Schedule of Business Acquired...................    F-8

            Notes to the Financial Statements ........................... F-9-43



                                       44
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Superclick, Inc.

We have audited the accompanying consolidated balance sheet of Superclick, Inc.
(the "Company"), as of October 31, 2005 and the related consolidated statements
of operations, stockholders' equity (deficit), comprehensive income (loss), and
cash flows for the years ended October 31, 2005 and 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 audits, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Superclick, Inc. as of October 31, 2005 and the related consolidated
statements of operations, stockholders' equity (deficit), comprehensive income
(loss), and cash flows for the years ended October 31, 2005 and October 31,
2004, in conformity with accounting principles generally accepted in the United
States of America.


                                      F-1
<PAGE>


Board of Directors
Superclick, Inc.
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 J. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                                    /s/ Bedinger & Company
                                                    Certified Public Accountants
                                                    Concord, California
                                                    December 15, 2005


                                      F-2
<PAGE>


SUPERCLICK, INC.
Consolidated Balance Sheet
October 31, 2005
================================================================================

<TABLE>
<CAPTION>
                                                                       October 31,
                              ASSETS                                      2005
                                                                       -----------
<S>                                                                    <C>
CURRENT ASSETS
      Cash                                                             $   497,438
      Accounts receivable, net (Note A)                                    813,196
      R&D Tax credits receivable                                           120,104
      Sales Tax refund receivable                                           55,210
      Inventory (Note B)                                                   111,232
      Deferred financing costs (Note C)                                    161,250
      Prepaid expenses                                                      37,956
                                                                       -----------
          TOTAL CURRENT ASSETS                                           1,796,386
Fixed assets (Note D)
      Cost                                                                 431,405
      Accumulated Depreciation                                            (119,190)
                                                                       -----------
      Net                                                                  312,215

Deferred Tax Benefit (Note E)                                               34,411
Other Assets                                                                 2,123
                                                                       -----------
          TOTAL ASSETS                                                 $ 2,145,135
=====================================================================  ===========
                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable (Note F)                                        $   824,623
      Accrued payroll                                                       53,317
      Accrued other                                                         24,113
      Deferred revenue (Note G)                                            137,792
      Loans current portion (Note H)                                         9,465
      Notes payable to former shareholders of Hotel Net, LLC (Note I)      350,000
      Convertible debentures, net (Note J)                               1,298,130
      Debenture warrants (Note J)                                          193,199
                                                                       -----------
          TOTAL CURRENT LIABILITIES                                      2,890,639

      Loans noncurrent portion                                              36,473
                                                                       -----------
          TOTAL LIABILITIES                                              2,927,112
COMMITMENTS AND CONTINGENCIES (Note Q)

STOCKHOLDERS' EQUITY (NOTE L)
      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 28,479,570 at October 31, 2005                 17,035
      Additional paid-in capital                                         4,646,360
      Accumulated deficit                                               (5,496,510)
      Accumulated other comprehensive gain (loss)
          (Cumulative translation adjustment)                               66,278
      Treasury Stock                                                       (15,140)
                                                                       -----------
          TOTAL STOCKHOLDERS' EQUITY                                      (781,977)
                                                                       -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 2,145,135
=====================================================================  ===========
</TABLE>


                                      F-3
<PAGE>


SUPERCLICK, INC.
Consolidated Statements of Operations
For the Years Ended October 31, 2005 and 2004
================================================================================


                                                        Year Ended October 31,
                                                        2005            2004
                                                    ------------   ------------
REVENUE
     Net Sales                                      $  2,408,072   $  2,331,811
     Services                                            797,624        220,928
                                                    ------------   ------------
        Net revenue                                    3,205,696      2,552,739
     Cost of goods sold                                2,395,515      1,842,731
                                                    ------------   ------------
     Gross profit                                        810,181        710,008

COSTS AND EXPENSES
     Bank charges                                         14,862          4,959
     Communication                                       100,349         25,652
     Consulting fees                                        --           60,527
     Meals and entertainment                              36,057         15,762
     Depreciation and amortization                        52,841         17,045
     Marketing and promotion                              75,213         25,984
     Office                                              219,083        195,245
     Professional fees                                   444,117        225,931
     Investor relations                                  120,513        116,531
     Salaries and wages                                1,042,755        584,400
     Employee benefits                                    37,862         16,947
     Travel                                              243,506         94,082
     Tax and licenses                                      7,903         18,236
     Research and development                            151,822        136,610
     Directors compensation                               77,225        197,154
     Bad debt expense                                     99,295         32,000
     Other                                                  --            3,355
     Foreign currency (gain)/loss                         45,392           --
                                                    ------------   ------------
     Total costs and expenses                          2,768,795      1,770,420

(Loss) from operations                                (1,958,614)    (1,060,412)

     Interest expense                                    (48,513)         2,112
     Amortization of beneficial conversion feature
     of convertible debentures                           (97,632)          --
     Amortization of deferred financing costs            (53,750)          --
     Derivative gain (loss)                              465,774           --
                                                    ------------   ------------
NET LOSS BEFORE TAXES AND EXTRAORDINARY ITEM          (1,692,735)    (1,062,524)
Provision (benefit) for income taxes                        --          (83,129)
                                                    ------------   ------------
Net LOSS BEFORE EXTRAORDINARY ITEM                  $ (1,692,735)  $   (979,395)
Extraordinary loss-write-off of goodwill
from acqusition                                        2,447,500           --
                                                    ------------   ------------
NET LOSS                                            $ (4,140,235)  $   (979,395)
                                                    ============   ============

     Net (loss) per common share Basic and diluted
     from continuing operations                     $     (0.064)  $     (0.045)
     Net (loss) per common share basic and diluted
     after extraordinary items                      $     (0.157)  $     (0.045)
     Weighted average common shares outstanding
     basic and diluted                                26,430,822     21,702,313


                                      F-4
<PAGE>


SUPERCLICK, INC.
Consolidated Statement of Stockholder's Equity
For the Years Ended October 31, 2005 and 2004
================================================================================

<TABLE>
<CAPTION>
                                                          Preferred Stock                  Common Stock
                                                    -------------------------- -------------------------------------------
                                                      Number of                   Number of
                                                        Shares       Amount        Shares        Amount      Subscribed
                                                    -------------- ----------- --------------- ------------ --------------
<S>                                                 <C>            <C>         <C>             <C>          <C>
BALANCES October 31, 2003                                       -           -      19,542,467       11,725

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

Shares issued during the period:
     Shares issued for cash
         (range $0.18-$0.60 per share)                                              1,266,665          760
     Shares issued for services                                                       102,067           61
     Shares issued for acqusition
        of Hotel Net, LLC                                                           2,750,000        1,650
     Stock options exercised                                                           51,961           31
     Treasury stock received for
        cashless option exercises                                                     111,875
     Treasury stock issued for services                                                25,000           15
     Reduction of treasury stock
        issued for services                                                           (25,000)
     Stock options granted
     Subscribed stock issued                                                                                     (232,000)
     Repayment of Hotel Net
        shareholder investment
     Beneficial conversion feature of
        convertible debentures
Foreign Currency Translation Adjustment
Net (loss) profit
                                                    -------------- ----------- --------------- ------------ --------------
BALANCES October 31, 2005                                       -           -      28,479,570      $17,035            $ -
                                                    ============== =========== =============== ============ ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                  Deficit
                                                                Accumulated          Accumulated
                                                Additional      during the              Other                           Total
                                                 Paid-in       Developmental        Comprehensive       Treasury     Stockholders'
                                                 Capital           Stage            Income (loss)        Stock          Equity
                                              --------------- ----------------     -----------------  ------------- ----------------
<S>                                           <C>             <C>                  <C>                <C>           <C>
BALANCES October 31, 2003                            339,595         (376,880)               (7,476)             -          (33,036)

Shares issued during the period
     Shares issued for cash
         (range $0.18-$0.45 per share)             1,201,070                                                              1,203,490
     Shares issued for services                      314,781                                                                315,154
     Stock options granted                           134,822                                                                134,822
     Stock subscribed                                                                                                       232,000
Foreign Currency Transalation Adjustment                                                     25,120                          25,120
Net loss                                                             (979,395)                                             (979,395)
                                              --------------- ----------------     -----------------  ------------- ----------------
BALANCES October 31, 2004                         $1,990,268     $ (1,356,275)             $ 17,644            $ -        $ 898,155

Shares issued during the period:
     Shares issued for cash
         (range $0.18-$0.60 per share)               372,240                                                                373,000
     Shares issued for services                       77,164                                                                 77,225
     Shares issued for acqusition                                                                                                 -
        of Hotel Net, LLC                          1,645,850                                                              1,647,500
     Stock options exercised                          25,949                                                                 25,980
     Treasury stock received for                                                                                                  -
        cashless option exercises                                                                          (25,981)         (25,981)
     Treasury stock issued for services                8,394                                                10,841           19,250
     Reduction of treasury stock                                                                                                  -
        issued for services                                                                                                       -
     Stock options granted                           263,566                                                                263,566
     Subscribed stock issued                                                                                               (232,000)
     Repayment of Hotel Net                                                                                                       -
        shareholder investment                      (127,600)                                                              (127,600)
     Beneficial conversion feature of
        convertible debentures                       390,529                                                                390,529
Foreign Currency Translation Adjustment                                                      48,634                          48,634
Net (loss) profit                                                  (4,140,235)                                           (4,140,235)
                                              --------------- ----------------     -----------------  ------------- ----------------
BALANCES October 31, 2005                        $ 4,646,360     $ (5,496,510)             $ 66,278      $ (15,140)      $ (781,977)
                                              =============== ================     =================  ============= ================
</TABLE>


                                      F-5
<PAGE>


SUPERCLICK, INC.
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended October 31, 2005 and 2004
================================================================================


                                               Year Ended    Year Ended
                                               October 31,   October 31,
                                               -----------   -----------
                                                   2005          2004
                                               -----------   -----------

Net Earnings (Loss)                            $(4,140,235)  $  (979,395)

Other Comprehensive Income (Loss)
      Derative gain/(loss)                         465,774          --
      Foreign Currency Translation Adjustment       48,634        25,120
                                               -----------   -----------

Net Comprehensive (Loss)                       $(3,625,827)  $  (954,275)
                                               ===========   ===========


                                      F-6
<PAGE>


SUPERCLICK, INC.
Consolidated Statements of Cash Flows
For the Years Ended October 31, 2005 and 2004
================================================================================


<TABLE>
<CAPTION>
                                                                Year Ended October 31,
                                                              -------------------------
                                                                 2005           2004
                                                              -----------   -----------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Earnings (loss)                                     $(4,140,235)  $  (979,395)
      Adjustments to reconcile net loss
       to net cash used by operating activities:
          Depreciation                                             52,841        17,045
          Compensation expense on intrinsic
             value of options issued                              263,566       134,822
          Stock issued for services                                96,475       315,154
          Impairment of goodwill                                2,447,500
          Amortization of beneficial conversion feature            97,632
          Derivative gain on warrants issued with debentures     (465,774)
          Deferred tax benefit                                    (35,432)
          and equipment                                             4,383
CHANGES IN CURRENT ASSETS AND CURRENT
      LIABILITIES: (Net of effect of acquisition)
      (Increase) decrease in current liabilities:
          Accounts receivable                                     430,405    (1,023,546)
          Other receivables                                      (188,532)        1,401
          Prepaid expenses                                        (13,562)      (15,117)
          Inventory                                               295,163      (350,974)
      Increase (decrease) in current liabilities:
          Accounts payable and accrued expenses                  (390,266)      616,385
          Accrued Payroll                                          43,399       (43,414)
          Accrued other                                            18,692        (4,752)
          Deferred revenue                                       (385,919)      515,194
                                                              -----------   -----------
          NET CASH USED FOR OPERATING ACTIVITIES               (1,838,615)     (848,246)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Acquisition of furniture and equipment                 (180,361)     (133,288)
                                                              -----------   -----------
          NET CASH USED FOR INVESTING ACTIVITIES                 (180,361)     (133,288)

CASH FLOWS FROM FINANCING ACTIVITIES:
          Sale of common stock                                    141,000     1,435,490
          Capital investment repayment                           (127,600)
          Payment of related party notes payable                 (299,810)
          Proceeds from convertible debenture                   2,250,000
          Proceeds from loans                                      46,669
          Repayment of capital loans                                 (722)
          Related party loan                                      (22,920)
                                                              -----------   -----------
          NET CASH PROVIDED  BY FINANCING ACTIVITIES            2,009,537     1,412,570

      EFFECT OF EXCHANGE RATE CHANGES ON CASH                      31,398        25,120
NET INCREASE IN CASH                                               21,959       456,156
CASH, beginning of period                                         475,479        19,323
                                                              -----------   -----------
CASH, end of period                                           $   497,438   $   475,479
                                                              ===========   ===========

      Taxes paid                                              $     4,250   $       800
      Interest paid                                           $      --     $     2,112
Other non-cash investing and financing activities:
      Shares issued for services                              $    96,475   $   315,154
      Shares issued for acquisition                           $ 1,647,500   $      --
</TABLE>


                                      F-7
<PAGE>


SUPERCLICK USA
(FORMERLY HOTEL NET LLC)
Supplemental Schedule of Business Acquired
================================================================================


The Company acquired 100% of the Member interests of Hotel Net, LLC (Subsidiary)
as further described in Note O. The fair value of the assets and liabilities of
Hotel Net, LLC were as follows at August 31, 2005:


CURRENT ASSETS
     Cash                                                           $   448,412
     Accounts receivable                                                180,539
     Inventory                                                           27,130
                                                                    -----------
        TOTAL CURRENT ASSETS                                            656,081

     Furniture & Equipment, net                                          26,023
     Deposit                                                              2,123
                                                                    -----------
        TOTAL ASSETS                                                $   684,227
                                                                    ===========

CURRENT LIABILITIES
     Accounts Payable & Accrued Expenses                                408,439
     Due to Related Parties                                             215,535
     Notes Payable                                                       84,275
     Due to Superclick                                                  450,000
                                                                    -----------
        TOTAL LIABILITIES                                             1,158,249

EQUITY
     Members Capital                                                    127,600
     Retained Earnigs (deficit)                                        (601,622)
                                                                    -----------
        TOTAL EQUITY                                                   (474,022)
                                                                    -----------
     TOTAL LIABILITIES AND EQUITY                                   $   684,227
                                                                    ===========


                                      F-8
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

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

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

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

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

Concurrent with the reverse merger of Superclick, Inc. with Superclick Networks,
Inc, 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.


                                      F-9
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

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

ORGANIZATION (CONTINUED)



The consolidated financial statements include the operations of Superclick, Inc.
from October 8, 2003 through October 31, 2005.

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

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

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Superclick
Networks, Inc. and its subsidiaries, which are 100% consolidated in the
financial statements. All material inter-company accounts and transactions have
been eliminated. The Company emerged from the development stage during the year
ended October 31, 2005. Accordingly, the Company revised presentation of its
consolidated financial statements to reflect that of a commercial enterprise.


                                      F-10
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


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

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.

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. During the year ended October 31, 2005, the allowance for doubtful
accounts increased $99,295 to $131,295 at October 31, 2005 from $32,000 at
October 31, 2004.

INVENTORIES

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

PROPERTY AND EQUIPMENT

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


                                      F-11
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


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

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

REVENUE RECOGNITION POLICY

Revenue from the sale of Internet high speed connection equipment 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.

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


                                      F-12
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

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

REVENUE RECOGNITION POLICY (CONTINUED)

SHIPPING AND HANDLING COSTS

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

ADVERTISING

The Company expenses all advertising as incurred. For the year ended October 31,
2005 and 2004, the Parent incurred approximately $45,531 and $7,100,
respectively 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


                                      F-13
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

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

INCOME TAXES (CONTINUED)

tax assets and liabilities are expected to be realized or settled as prescribed
in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws
or rates are enacted, deferred tax assets and liabilities are adjusted through
the provision for income taxes. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
The Company underwent a change of control for income tax purposes on October 8,
2003 according to Section 381 of the Internal Revenue Code. The Company's
utilization of U.S. Federal net operating losses will be limited in accordance
to Section 381 rules.

INTANGIBLE ASSETS

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

                                                        October 31, 2005
                                         ---------------------------------------
                                           Gross                         Net
                                         Intangible   Accumulated     Intangible
                                           Assets     Ammortization    Assets
                                         ---------------------------------------
                       Other intangibles    500           500            0
                       ---------------------------------------------------------

IMPACT OF ACCOUNTING STANDARDS

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

In December 2004, the FASB issued a revision to SFAS 123 (revised 2004),
Share-Based Payment. The revision requires all entities to recognize
compensation expense in an amount equal to the fair value of share-based
payments granted to employees. The statements eliminate the alternative method
of accounting for employee share- based payments previously available under APB
25. The provisions of SFAS 123R are effective as of the first interim period
that begins after June 15, 2005. Accordingly, the Company will implement the
revised standard in the final quarter of fiscal year 2005. Currently, the
Company accounts for its share-based payment transactions under the provisions
of APB 25, (See Note L). Management is assessing the implications of this
revised standard, which may materially impact the Company's results of
operations in the first quarter of fiscal year 2006 and thereafter.



                                      F-14
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

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

IMPACT OF ACCOUNTING STANDARDS (CONTINUED)

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.

In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3."
This Statement replaces APB Opinion No. 20, "Accounting Changes", and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provision. When a pronouncement includes specific transition
provisions, those provisions should be followed. The Company has no transactions
that would be subject to SFAS 154.

CONCENTRATIONS OF CREDIT RISK

The Company performs ongoing credit evaluations of its customers. For the year
ended October 31, 2005, three customers individually accounted for 37%, 22% and
12% of accounts receivable. For the year ended October 31, 2004, two customers
individually accounted for 51% and 17% of accounts receivable. In the year ended
October 31, 2005, the Company's two largest customers accounted for 48% and 7%
of sales. In the year ended October 31, 2004, the Company's two largest
customers accounted for 51% and 20% of sales.


                                      F-15
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


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

CONCENTRATIONS OF CREDIT RISK (CONTINUED)

For the years ended October 31, 2005 and 2004, approximately 42% and 45%,
respectively, of the Company's net sales were made to customers outside the
United States.

Financial instruments that potentially subject the Company to concentrations of
credit risk consist of cash and cash equivalent accounts in financial
institutions. Total cash held by the Company at October 31, 2005 exceeded the
insurance provided from the Federal Deposit Insurance Corporation (FDIC) by
$330,346. It is the opinion of management that the solvency of the financial
institutions is not of particular concern at this time.

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, 2005 and 2004, the Company's five
largest suppliers accounted for 36% and 73% 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, 2005, as defined in FASB 107, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies. Considerable judgment is required in interpreting
market data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

FOREIGN CURRENCY TRANSLATION

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


                                      F-16
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

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

RESEARCH AND DEVELOPMENT

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

NOTE B - INVENTORIES

Inventories are comprised of computer equipment and are stated at the lower of
cost or market, as determined using the first in, first out method.

NOTE C - DEFERRED FINANCING COSTS

As of October 31, 2005, the deferred financing costs balance consisted of
$161,250 of unamortized convertible debenture issuance costs (See Note J for
further detail).

NOTE D - PROPERTY AND EQUIPMENT

During the year ended October 31, 2005 and 2004, the Company incurred
depreciation expense of $52,841 and $17,045, respectively. Property and
equipment at October 31, 2005 consisted of the following:


Furniture & fixtures      $ 119,665
Computer hardware           177,306
Leasehold improvements       29,455
Fabrication mold and dye     19,278
Computer software            85,701
                          ---------
                            431,405
Accumulated depreciation   (119,190)
                          ---------
Fixed assets, net         $ 312,215
                          =========


NOTE E - 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


                                      F-17
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE E - NET OPERATING LOSS CARRY FORWARD (CONTINUED)

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
$359,000 and $1,261,000 for the year ended October 31, 2004 and 2005,
respectively, assuming a tax rate of 40%.


                United States Corporation Income Taxes
--------------------------------------------------------------------------------
                 YEAR OF LOSS                  AMOUNT           EXPIRATION DATE
-------------------------------------        ----------        -----------------

October 31, 2005                             $4,184,331        October 31, 2025
October 31, 2004                                898,697        October 31, 2024
October 31, 2003                                 53,638        October 31, 2023
December 31, 2002                                80,395        December 31, 2022
December 31, 2001                                91,564        December 31, 2021
December 31, 2000                                88,027        December 31, 2020
December 31, 1999                                18,936        December 31, 2019
                                             ----------
                                             $5,415,588
                                             ==========


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

                      Canadian Income Taxes (Stated in CAD)
--------------------------------------------------------------------------------
                    Year of Loss                  Amount        Expiration Date
--------------------------------------------    ----------      ----------------

October 31, 2005                                $  678,878      October 31, 2012
October 31, 2004                                   151,332      October 31, 2011
October 31, 2003                                     5,322      October 31, 2010
October 31, 2002                                   350,910      October 31, 2009
October 31, 2001                                    24,879      October 31, 2008
                                                  --------
                                                $1,211,321
                                                ==========


At October 31, 2005 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.


                                      F-18
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE - E NET OPERATING LOSS CARRY FORWARD (CONTINUED)

For the year ended October 31, 2004 the Company 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 then ended. No valuation allowance was recorded in connection with the
deferred tax benefit, generated during the year ended October 31, 2004, as it
was the opinion of management that they would have the ability to utilize it in
the future.

The Company performs research and development on an on-going basis, which is
available for refund or future tax credits in Canada. Due to the recurring
losses of the Company during the year ended October 31, 2005, management
recognized an allowance for the full amount it anticipated to generate in
connection with research and development deferred tax benefit generated for the
year then ended. It has recognized a receivable of $70,766 CDN for the research
and development activities in 2005.

NOTE F - ACCOUNTS PAYABLE

Accounts payable at October 31, 2005 consisted of $48,515 in interest, $144,000
in professional fees and $632,108 in trade payables. There were no consulting
fees payable, or taxes payable.

NOTE G - DEFERRED REVENUE

Deferred revenue is recorded in a manner consistent with the Company's revenue
recognition policy. The Company generally enters into one-year upgrade and
maintenance contracts with its customers. The upgrade and maintenance contracts
are generally paid in advance. The Company defers such payment and recognizes
revenue ratably over the contract period. As of October 31, 2005, the Company's
deferred revenue balance was $137,792. For the year ended October 31, 2005, the
Company recognized $631,624 in upgrade and maintenance revenue.

NOTE H - LOANS PAYABLE

In September 2005, the Company entered into a Commercial Purchase Plan Agreement
with DELL Financial Services of Canada for the purchase of computer hardware.
The balance at October 31, 2005 is $ 45,670. Future maturities are as follows:


                                      F-19
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


                 Year Ended
                 October 31,        Amount
                 -----------      ---------
                    2006             $9,410
                    2007             10,815
                    2008             12,429
                    2009             13,016
                                  ---------
              Total                 $45,670
                                  =========


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

As filed on July 20, 2005 with the Securities and Exchange Commission on Form
8-K, on July 18, the Company entered into a binding letter of intent providing
for the acquisition of Hotel Net, LLC. As filed on September 6, 2005, the
Company closed its definitive agreement to purchase 100% of the membership
interest of Hotel Net LLC. Pursuant to the terms of the definitive agreement,
the Company issued face amount $350,000 of notes payable to the former
shareholders with a maturity date of January 1, 2006 and paid Hotel Net's
shareholders $450,000 in cash upon the execution of the definitive agreement and
2,750,000 shares of its restricted common stock.. In addition, and pursuant to
the terms of the definitive agreement certain founding members of Hotel Net will
enter into an "earn-out" with the Company wherein if it meets certain sales
objectives within the first year from the closing date of the acquisition, it
will receive up to 2,000,000 additional shares of restricted common stock and
$200,000 in cash.

NOTE J - CONVERTIBLE DEBENTURE

On August 1, 2005, the Company completed a private placement of convertible
debentures generating gross proceeds of $1.75 million and the issuance of
warrants to purchase 735,370 shares of the Company's common stock. On August 18,
2005, the Company completed a private placement of convertible debentures
generating gross proceeds of $0.5 million and the issuance of warrants to
purchase 230,627 shares of the Company's common stock. In total, the Company
received $2.035 of net proceeds and issued 965,997 warrants. Third party fees
totaled $215,000, which was paid in cash.

The terms of the warrants and debentures are substantially the same. The
exercise price of the warrants is calculated the same as for the conversion
price of the convertible debentures described below. The warrants and debentures
are immediately exercisable. The debentures bear interest of 9%, payable
quarterly at the option of the Company in cash or stock. The interest Rate
adjusts to 12% at maturity, or twelve months from the closing date.

Prior to maturity, the debentures and warrants are convertible into the
Company's common stock at a conversion price equal to 70% of the average closing
bid price of the Company's common stock for the 45 trading days preceding a
conversion date. If the closing bid price for the stock is less than $0.50 on


                                      F-20
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE J - CONVERTIBLE DEBENTURE (CONTINUED)

a day on which the Investor converts, then during that calendar month the
Investor will only be permitted to convert principal and interest in an
aggregate amount of up to $175,000. This $175,000 limitation would not apply in
the event that the closing bid price on such conversion date is at least 150% of
the average closing bid price for the ten trading days immediately prior to such
conversion. Notwithstanding the foregoing, the Conversion Price during the
pre-maturity period shall not be less than $.30 per share. After maturity, the
debentures and warrants are convertible into the Company's common stock at a
conversion price equal to 80% of the average closing bid price of the Company's
common stock for the 45 trading days preceding a conversion date.

Cash settlement of the unexercised portion of the debenture is required. If a
cash settlement of the outstanding debt is not made in accordance with the
debenture agreement on the maturity date, then a ten (10%) percent penalty of
the outstanding debt balance will be added to the debt balance.

The debentures provide that the holders of may only convert the debenture if the
number of shares held by the lender or its affiliates after conversion would not
exceed 4.99% of the outstanding shares of the Company's common stock following
such conversion.

In connection with the transaction, we entered into a registration rights
agreement. Pursuant to the terms of the Registration Rights Agreement, within
thirty calendar days following the initial closing date, or September 1, 2005,
the Company was required to file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, covering
the resale of all of the common stock the convertible debenture would be
converted into which is at least equal to two hundred percent (200%) of the
number of shares into which the Debentures and all interest thereon through the
second anniversary of the initial closing date would be convertible based on an
assumed Conversion Price of $0.30 per share and the common stock underlying the
warrants.

The Registration Rights Agreement further provides that if a registration
statement is not filed, or does not become effective, within 100 days from the
initial closing date, then in addition to any other rights the holders may have,
the Company would be required to pay each holder an amount in cash, as
liquidated damages, equal to an aggregate five percent (5%) of the purchase
price of the debentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for
days 61-75). We filed an SB-2 with the SEC on September 15, 2005 effectively
registering 19,215,997 shares of common stock of which 18,150,000 relates to the
conversion of principle and interest of the convertible debenture and 965,997
relates to the exercise of warrants issued in connection with the convertible
debenture. The SEC declared the registration of shares underlying the debentures
effective within the allowed time on December 12, 2005.


                                      F-21
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE J - CONVERTIBLE DEBENTURE (CONTINUED)

The issuance costs related to the convertible debentures of approximately
$215,000 in cash was capitalized and is being amortized over the life of the
debt.

Pursuant to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the
warrants issued in connection with the convertible debentures meet the
requirements of and are accounted for as a liability since the warrants contain
registration rights where significant liquidated damages would be required to be
paid to the holder in the event the Company failed to receive an effective
registration, and the cashless exercise feature of the warrants and variable
exercise price which support the notion of net-cash settlement and treatment of
the warrants as a liability. The initial value of the warrants was treated as a
discount to the debenture and recorded as a liability. The Company calculated
the initial value of the warrants on the closing date of the transactions as
being $658,973 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term 5 years, exercise price $.5949, volatility
175%, risk free rate 4.32%, and zero dividend yield. Using the Black-Scholes
option-pricing method, the value of the warrants is reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise of each of the warrants, the related liability is
removed by recording an adjustment to additional paid-in-capital. The warrants
have a value of $193,199 at October 31, 2005 and the company recognized a
derivative gain of $465,774 from the initial value date to October 31, 2005.

The Company determined that the $1.75 million debenture was issued with a
beneficial conversion feature ("BCF") due to the conversion price ($.5949) being
less than the closing stock price ($.79) on the date of issuance, and the
conversion feature being in-the-money. Conversely, on the issuance date of the
$0.5 million debenture the conversion feature was not in-the-money and no BCF
was recognized. Thus, pursuant to EITF 00-27, 27, Application of Issue No. 98-5
to Certain Convertible Instruments, the BCF has been determined based on the
gross debenture amount less the portion attributable to the warrants described
above, and recorded as a discount to reduce the carry value of the debenture and
increase additional-paid-in-capital at its fair value of $390,529 on the date of
issuance as determined using the intrinsic value method. The discount will be
amortized to interest expense over the life of the debenture. The company has
recognized $65,088 in non-cash interest expense attributable to the amortization
of this discount through October 31, 2005.

NOTE K - 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.


                                      F-22
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE L - PREFERRED AND COMMON STOCK

PRIVATE PLACEMENT AND WARRANT ACTIVITY

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, we issued 1,933,333 shares of restricted common stock in
exchange for $174,000. Attached to each share of restricted common stock were
two warrants giving the holder the right to purchase common stock; Warrant "A"
has an exercise price of $0.18 and a three-year life, and Warrant "B" has an
exercise price of $0.24 and a three-year life. Each warrant has one-for-one
rights to purchase one share of common stock. The issuance of these securities
was exempt under section 4(2) of the Securities Act of 1933, as amended as a
sale not involving a public offering.

During the year ended October 31, 2004 and pursuant to the September 2003
private placement, 1,933,330 of the series "A" Warrants were exercised at $.18
per share, resulting in $348,000 net proceeds to the Company and the issuance of
1,933,330 restricted common shares.

During the quarter ended April 30, 2004 and pursuant to the September 2003
private placement 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 were classified as stock subscribed in Stockholder's Equity at October 31,
2004 and issued subsequent to that year-end. At October 31, 2005 966,665 "B"
Warrants were unexercised (See note M).

As of October 31, 2004 and commensurate with the April 6, 2004 private placement
filed under Form SB-2 with the SEC on June 8, 2004, the Company issued 1,999,999
shares of common stock in exchange for gross proceeds of $900,000. 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 year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in gross proceeds of $60,000. 2,099,999 "A" Warrants were unexercised
as of October 31, 2005 (See Note M).


                                      F-23
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


During the quarter ended April 30, 2005 and pursuant to the April 6, 2004
financing, which the board had previously in a resolution extended through April
1, 2005, the Company issued 200,000 shares of Common Stock in exchange for net
proceeds of $81,000. Attached to this issuance were 200,000 Common Stock A
Warrants with an exercise price of $0.60 per share. The Company received
aggregate gross proceeds of $990,000 pursuant to the April 6, 2004 private
placement. This private placement was closed effective April 1, 2005 and no
additional proceeds will be received.

In August of 2005, we issued $2,250,000 of convertible debentures with 965,997
warrants attached (See Note J).

STOCK ISSUED FOR SERVICES

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.

On July 28, 2005, the Company issued 25,000 shares of Common Stock for services
from Treasury Stock at fair market value of $0.77 per share, or $19,250.

During the year ended October 31, 2005 the Company issued 62,856 shares to the
members of the Board of Directors for services rendered. Total value of the
issuances is $77,225. Value for shares issued for services is based on fair
market value of our stock on the date of issuance.

STOCK OPTIONS

During the year ended October 31, 2005, three employees exercised their vested
options by utilizing the option's cashless feature whereby the exercise price of
the common stock received is paid for with a portion of the shares exercised and
which shares are returned to the company as Treasury Stock in lieu of cash. In
total, 111,875 options were exercised with 51,961 shares of common stock issued
to the optionees and 58,664 shares of common stock issued in the name of
Superclick with $25,981 recorded to Treasury Stock.

On March 3, 2005 the Board of Directors increased the employee stock option pool
established by the employee stock option plan to 3,500,000 from 2,000,000 (See
Note N).

ACQUISITION OF HOTEL NET, LLC

On July 21, 2005, the Company issued 1,500,000 shares of Common Stock to the
shareholders of Hotel Net, LLC pursuant to the July 18, 2005 Letter of Intent.
The shares were valued at fair market value of $0.64, or $960,000 (See Note P).
Also, in connection with the purchase of Hotel Net LLC, on September 14, 2005,
the Company issued 1,250,000 shares of common stock to the shareholders of Hotel
Net, LLC.


                                      F-24
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


The shares were valued at fair market value of $0.55, or $687,500 (See
Note P).


                                      F-25
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE M - WARRANTS

At October 31, 2005 the Company had 966,665 "B" Warrants, 2,099,999 "A" Warrants
and 965,997 warrants related to convertible debentures outstanding entitling the
holder thereof the right to purchase one common share for each warrant held as
follows:

                                        Exercise
   Warrant           Number of          Price Per          Expiration
    Class             Warrants           Warrant              Date
--------------     ---------------     ------------     ------------------
      B                   386,666           $ 0.24                 9/9/06
      B                   193,333           $ 0.24                9/29/06
      B                   193,333           $ 0.24               10/15/06
      B                   193,333           $ 0.24               10/22/06
                   ---------------
  Subtotal                966,665

      A                    55,555           $ 0.60                4/14/07
      A                   100,000           $ 0.60                4/19/07
      A                   444,444           $ 0.60                4/19/07
      A                   100,000           $ 0.60                4/23/07
      A                   200,000           $ 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                5/12/07
      A                   100,000           $ 0.60                5/17/07
      A                   100,000           $ 0.60                5/24/07
      A                    11,000           $ 0.60                5/24/07
      A                   100,000           $ 0.60                 6/2/07
      A                   100,000           $ 0.60                6/16/07
      A                    89,000           $ 0.60                6/17/07
      A                   200,000           $ 0.60                3/30/08
                   ---------------
Subtotal                2,099,999

Debenture                 735,370      >or=to $0.30            07/31/2010
Debenture                 230,627      >or=to $0.30            08/17/2010
                   ---------------
Subtotal                  965,997
                   ---------------
Total                   4,032,661
                   ===============

During the year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in $60,000 to the Company and the issuance of 100,000 shares of Common
Stock.


                                      F-26
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE N - 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 3,500,000 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 then CEO a non-qualified stock option
to purchase 884,784 shares of common stock of the Company at an exercise price
of $.50 per share with an expiration date of March 3, 2010. The options vest and
become exercisable at a rate of 38,866 per month over a twenty-four month
period. On April 28, 2005, the Company and John Glazik mutually agreed to
terminate Mr. Glazik's position as President and Chief Executive Officer and to
close its executive offices in Dallas, Texas due to the Company's decision to
relocate its administrative center to its operations in Montreal. Pursuant to
Mr. Glazik's stock option grant, at the time of departure from the Company,
589,856 shares had vested. The remaining 294,928 shares available to Mr. Glazik
according to the terms of the stock option grant were canceled.

On June 1, 2004, the Company awarded employees non-qualified stock options to
purchase 720,000 shares of common stock of the Company at an exercise price of
$.50 per share with an expiration date of June 1, 2010. The options vest and
become exercisable at a rate of 90,000 per quarter over a twenty-four month
period.

On September 1, 2004, the Company awarded its then CFO a non-qualified stock
option to purchase 300,000 shares of common stock of the Company at an exercise
price of $.65 per share with an expiration date of September 1, 2010. The
options vest and become exercisable at a rate of 12,500 per month over a
twenty-four month period. On April 28, 2005, Superclick, Inc. and Claude Smith
mutually agreed to terminate Mr. Smith's position as Chief Financial Officer and
to close its executive offices in Dallas, Texas due to the Company's decision to
relocate its administrative center to its operations in Montreal. Pursuant to
Mr. Smith's stock option grant, at the time of departure from the Company,
137,500 shares had vested. The remaining 162,500 shares available to Mr. Smith
according to the terms of the stock option grant were canceled.


                                      F-27
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE N - STOCK INCENTIVE PLANS (CONTINUED)

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

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

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


                                      F-28
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE N - STOCK INCENTIVE PLANS (CONTINUED)

The following table summarizes the Company's stock option activity for the year
ended October 31, 2005:


                                                2005
                                    -----------------------------
                                                 Weighted Average
                                      Shares      Exercise Price
                                    ----------   ----------------
Outstanding at beginning of period   1,904,784   $           0.52
Granted                                125,000               0.60
Forfeited                             (457,428)              0.54
Exercised                             (111,875)              0.50
                                    ----------   ----------------
Outstanding at end of year           1,460,481   $           0.52
                                    ==========   ================

Options exerciseable at year end     1,147,564
                                    ==========

The following table summarizes information about the Company's stock options
outstanding at October 31, 2005:

<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             2005            Life (years)            Price              Outstanding             Price
--------------  -----------------   ------------------   -----------------     -----------------   ------------------
<S>             <C>                 <C>                  <C>                   <C>                 <C>
       $ 0.50            589,856                    -              $ 0.50               589,856               $ 0.50
         0.50            608,125                 0.58                0.50               368,125                 0.50
         0.65            137,500                    -                0.65               137,500                 0.65
         0.60            125,000                 1.10                0.60                52,083                 0.60

                -----------------   ------------------   -----------------     -----------------   ------------------
Total                  1,460,481                 0.92              $ 0.52             1,147,564               $ 0.52
                =================   ==================   =================     =================   ==================
</TABLE>


The Company accounts for stock options utilizing the intrinsic value method for
fixed awards under the provisions of Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees. Previously, the Company valued
its options according to the variable method due to the "cashless exercise"
option contained in its option grants. However, effective June 1, 2005, the
Company's Board of Directors resolved to eliminate the "cashless exercise"
provision thereby allowing the company to account for its outstanding options
according to the fixed method. Accordingly, compensation cost is measured as the
excess, if any, of the quoted market price of the Company's stock at the end of
each reporting period over the amount an employee must pay to acquire the stock,
amortized over the vesting period. During the three and twelve months ended
October 31, 2005, the Company recognized compensation expense of $35,094 and
$263,566, respectively. To date the Company has recognized compensation expense
in the amount of $398,388.


                                      F-29
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE N - STOCK INCENTIVE PLANS (CONTINUED)

The following information is provided in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation." If the compensation cost for these
plans had been determined based on the fair value at the grant dates for awards
consistent with the method of SFAS Statement 123, the pro forma effect on the
Company's net loss per share for the year ended October 31, 2005 would have
been:

                                     Year Ended        Year Ended
                                 October 31, 2005   October 31, 2004
                                 ----------------   ----------------

Net loss as reported             ($     4,141,235)  ($       979,395)

Pro forma                        ($     4,318,235)  ($     1,045,067)

Net loss per share, as reported  ($         0.157)  ($         0.045)

Pro forma                        ($         0.163)  $          0.048


NOTE O - RELATED PARTY TRANSACTIONS

During the year ended October 31, 2005 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 quarterly and is valued
at fair market value on date of issuance. During the year ended October 31,
2005, the Company awarded 102,067 restricted shares of its common stock to
directors totaling $77,225.

Mr. Pitcher, Chairman of the Company, provides consulting services to the
Company in exchange for monthly compensation of $2,980 and related expenses. Mr.
Pitcher also receives stock awards for his service on the Board in the amount of
$20,000 annually. During the year ended October 31, 2005, Mr. Pitcher received
$60,109 and 21,487 shares of common stock valued at $16,257, or the fair market
value on the date of issuance.

During the year ended October 31, 2005 Board members George Vesnaver and Paul
Gulyas each received $4,000 as a consultation fee related to the separation of
the former CEO and former CFO.

During the year the Company leased office space for storage purposes for
approximately $205 per month from the father of Sandro Natale, the Interim Chief
Executive Officer.

During September and October of 2005, the Company paid $16,000 to Chirag Patel,
former CEO of Hotel Net, LLC and current Board member of the Company, in
consideration for services performed.


                                      F-30
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE O - RELATED PARTY TRANSACTIONS (CONTINUED)

During the year ended October 31, 2005 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 $55,910 in cash.

During the year ended October 31, 2005, SNI recognized revenue deferred at
October 31, 2004 of approximately $71,300 to a company whose IT Director also
served as a member of the Board of Directors of the Company during the fiscal
year ended October 31, 2004.

NOTE P - ACQUISITION OF HOTEL NET, LLC

During September 2005, the Company closed its purchase of Hotel Net, LLC (Hotel
Net) pursuant to a Membership Interest Purchase Agreement dated August 31, 2005
("Agreement"), the form of which has been filed as Exhibit 2.1 on the Company's
Form 8-K with the Securities and Exchange Commission on September 9, 2005.

Pursuant to the Agreement, Superclick issued Hotel Net's shareholders 2,750,000
shares of its restricted common stock and paid Hotel Net's shareholder's USD
$450,000 in cash. Within 120 days of the Execution Date, that is, on December
30, 2005, Superclick was obligated to pay Hotel Net's shareholders an additional
USD $350,000 in cash. However, this liability is currently being renegotiated
due to the Company's low cash resources and Hotel Net's underperformance.

In addition, pursuant to the terms of the definitive agreement certain founding
members of Hotel Net entered into an "earn-out" with the Company wherein if
Hotel Net meets certain sales objectives within the first year from the closing
date of the acquisition, the founding members will receive up to 2,000,000
additional shares of restricted common stock and $200,000 in cash.

The Company obtained the necessary funds to finance the acquisition through
borrowings under a convertible debenture loan with Chicago Venture Partners LP
and Superclick Co-Investment LLC.


                                      F-31
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

The Balance Sheet of the Hotel Net, LLC on August 31, 2005 was as follows:

                                                                    August 31,
                                                                        2005
                                                                    -----------
CURRENT ASSETS
     Cash                                                           $   448,412
     Accounts receivable                                                180,539
     Inventory                                                           27,130
                                                                    -----------
        TOTAL CURRENT ASSETS                                            656,081

     Furniture & Equipment, net                                          26,023
     Deposit                                                              2,123
                                                                    -----------
        TOTAL ASSETS                                                $   684,227
                                                                    ===========

CURRENT LIABILITIES
     Accounts Payable & Accrued Expenses                                408,439
     Due to Related Parties                                             215,535
     Notes Payable                                                       84,275
     Due to Superclick                                                  450,000
                                                                    -----------
        TOTAL LIABILITIES                                             1,158,249

EQUITY
     Members Capital                                                    127,600
     Retained Earnigs (deficit)                                        (601,622)
                                                                    -----------
        TOTAL EQUITY                                                   (474,022)
                                                                    -----------
     TOTAL LIABILITIES AND EQUITY                                   $   684,227
                                                                    ===========


                                      F-32
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

The Statement of Operations of Hotel Net, LLC for the years ended August 31,
2005 and 2004 was as follows:


                                                      Year Ended August 31,
                                                        2005             2004
                                                   -----------      -----------

REVENUES
       Sales                                       $   972,930      $   420,540
       Support revenue                                 287,371           68,574
       Other                                            72,398            1,294
                                                   -----------      -----------
            Total revenue                            1,332,699          490,408

COSTS OF GOODS SOLD
       Labor and material                              856,427          401,299
       Support                                         291,878           75,997
       Other                                              --             20,000
                                                   -----------      -----------
            Total cost of goods sold                 1,148,305          497,296

GROSS PROFIT(LOSS)                                     184,394           (6,888)

       Personnel costs                                  72,467           17,774
       Contract labor                                  199,764           70,500
       Telephone                                        32,313           17,884
       Marketing & promotion                            24,284           45,559
       Occupancy                                        23,357            7,619
       Travel, meals & entertainment                    73,427           23,503
       Insurance                                        18,310            1,069
       Office expenses                                  11,850            8,797
       Legal and professional fees                      37,317           30,500
       Consultants                                      15,280             --
       Postage & delivery                               13,841            9,392
       Interest expense                                  2,588             --
       Depreciation                                      4,424             --
       Web hosting service                               3,620            2,204
       Other                                             4,457            4,441
                                                   -----------      -----------
TOTAL EXPENSES                                         537,299          239,242
                                                   -----------      -----------
       NET INCOME (LOSS)                              (352,905)        (246,130)

ACCUMULATED DEFICIT, BEGINNING                        (248,717)          (2,587)
                                                   -----------      -----------
       ACCUMULATED DEFICIT ENDING                  $  (601,622)     $  (248,717)
                                                   ===========      ===========


NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

The Statement of Members Equity Hotel Net, LLC for the years ended August 31,
2005 and 2004 was as follows:


                                      F-33
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


                                                                        Total
                                         Member's      Retained        Member's
                                          Capital      Earnings         Equity
                                         ---------     ---------      ---------
August 31, 2003                             32,048        (2,587)        29,461
      Member contributions                  86,552                       86,552
      Net loss                                          (246,130)      (246,130)
                                         ---------     ---------      ---------
August 31, 2004                          $ 118,600     $(248,717)     $(130,117)
      Member contributions                   9,000                        9,000
      Net loss                                          (352,905)      (352,905)
                                         ---------     ---------      ---------
August 31, 2005                          $ 127,600     $(601,622)     $(474,022)
                                         =========     =========      =========


NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

The Statement of Cash Flows of Hotel Net, LLC for the years ended August 31,
2005 and 2004 was as follows:


                                      F-34
<PAGE>


SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


                                                       Year Ended August 31,
                                                       ---------------------
                                                         2005        2004
                                                       ---------   ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                          $(352,905)  $(246,130)
     Adjustments to reconcile net loss
       to net cash used by operating activities:
          Depreciation                                     4,424          --
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES:
     (Increase) decrease in current liabilities:
          Accounts receivable                             51,612     (48,992)
          Inventory                                       31,317     (58,447)
          Deposit                                             --      2,123
     Increase (decrease) in current liabilities:
          Accounts payable and accrued expenses          121,152     116,238
          Due to related parties                          65,363     150,172
          Due to Superclick                              450,000          --
                                                       ---------   ---------
     Net Cash (Used) Provided by Operating Activities    370,963     (85,036)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Acquisition of furniture and equipment         (23,188)     (7,259)
                                                       ---------   ---------
     Net Cash (Used) Provided by Investing Activities    (23,188)     (7,259)

CASH FLOWS FROM FINANCING ACTIVITIES:
          Issuance of notes payable                       84,275          --
          Increase in members capital                      9,000      96,459
                                                       ---------   ---------
     Net Cash Provided by Financing Activities            93,275      96,459

NET INCREASE (DECREASE) IN CASH                          441,050       4,164

CASH, beginning of period                                  7,362       3,198
                                                       ---------   ---------
CASH, end of period                                    $ 448,412   $   7,362
                                                       =========   =========


                                      F-35
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================


NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

UNAUDITED PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS
------------------------------------------------------

The following unaudited, summarized, consolidated, pro forma balance sheets and
statements of revenue and expenses assumes the acquisition occurred as of
November 1, 2003 and November 1, 2004. Proforma results are displayed for the
nine month periods November 1, 2004 through July 31, 2005 (based on the interim
reporting period for the parent) and November 1, 2003 through July 31, 2004 and
for the twelve month period ending October 31, 2004. No pro forma information is
provided for the year ending October 31, 2005 as Hotel Net is incorporated into
the primary consolidated financial statements of Superclick, Inc., including
operations from September 1, 2005 through October 31, 2005. The unaudited pro
forma consolidating financial statements are based on available information and
do not purport to represent what the results of operations actually would have
been if the events described had occurred as of the dates indicated or what such
results will be for any future periods.



                                      F-36
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

UNAUDITED PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)


SUPERCLICK, INC.
Consolidated Pro Forma Balance Sheet (unaudited)
July 31, 2005
================================================================================


<TABLE>
<CAPTION>
                                                  HotelNet, LLC   Superclick, Inc.                 July 31, 2005
                                                     July 31,        July 31,         Pro Forma     Pro Forma
                                                       2005            2005            Entries     Consolidated
                                                  -------------   ----------------   -----------   -------------
<S>                                               <C>             <C>                <C>           <C>
         Cash                                     $       6,012   $         53,729   $  (450,000)  $    (390,259)
         Accounts receivable                            307,183            536,245                       843,428
         Inventory and other current assets              39,773            219,481                       259,254
         Property and equipment, net                     28,253            143,956                       172,209
         Other non-current assets                         2,123             35,281                        37,404
         Goodwill                                                          960,000     1,535,171       2,495,171
                                                  -------------   ----------------   -----------   -------------
               Total assets:                      $     383,344   $      1,948,692   $ 1,085,171   $   3,417,207
                                                  =============   ================   ===========   =============

CURRENT LIABILITIES:
         Accounts payable and accrued liabilites  $     453,605   $        480,700   $   (22,590)  $     911,715
         Deferred revenue                                                  188,712                       188,712
         Due (from) to related entity                                                                         --
         Notes payable                                   84,275                          (84,275)             --
         Notes payable to related parties               215,535                         (215,535)             --
         Notes payable to former shareholders                                                                 --
           of HotelNet, LLC                                                              350,000         350,000
                                                  -------------   ----------------   -----------   -------------
               Total liabilities:                       753,415            669,412        27,600       1,450,427
                                                  -------------   ----------------   -----------   -------------

STOCKHOLDERS' EQUITY:

        Common stock $.0006 par value;
        121,000,000 shares authorized,
        27,096,132 shares issued and outstanding                            16,257           750          17,007

        Additional paid-in capital                                       3,635,493       686,750       4,322,243

        Treasury Stock                                                     (15,140)                      (15,140)

        Common stock subscribed                                                 --                            --

        Member's Equity                                 127,600                         (127,600)             --

        Cumulative translation adjustment gain                              66,962                        66,962

        Deficit accumulated during
        the development stage                          (497,671)        (2,424,292)      497,671      (2,424,292)
                                                  -------------   ----------------   -----------   -------------

                                                       (370,071)         1,279,280     1,057,571       1,966,780
                                                  -------------   ----------------   -----------   -------------
               Total stockholders' equity
                  and liabilities:                $     383,344   $      1,948,692   $ 1,085,171   $   3,417,207
                                                  =============   ================   ===========   =============
</TABLE>

(1)   Represents cash paid to Hotel Net upon the execution of the definitive
      agreement for the benefit of Hotel Net shareholder's and repayment of
      noteholder's and related acqusition liabilities

(2)   Totals $450,000 and represents repayment of members capital accounts
      ($127,600), notes payable to related parties ($215,535), notes payable
      ($84,275) and acqusition related costs in accounts payable ($22,590).

(3)   In addition to the $960,000 issued to Hotel Net in the form of common
      stock during the period ended July 31, 2005, the Company issued an
      additional 1,250,000 shares with a value of $687,500 ($750 to common stock
      and $686,750 to Additional Paid in Capital) in addition to $450,000 in
      cash, $350,000 payable to Hotel Net shareholders, $22,590 of acquisition
      liabilities, and elimination of the accumulated deficit prior to the
      acquisition.


                                      F-37
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

UNAUDITED PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)


Superclick, Inc.
Consolidated Pro Forma Statement of Revenue and Expense (unaudited)
Nine Months Ended July 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     HotelNet       Superclick     Consolidated
                                                   ------------    ------------    ------------
                                                    11/1/2004        11/1/2004      11/1/2004
                                                     through          through        through
                                                    7/31/2005        7/31/2005      7/31/2005
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
Net sales                                          $  1,076,681    $  2,555,266    $  3,631,947
Cost of goods sold                                      899,523       1,462,673       2,362,196
                                                   ------------    ------------    ------------
Gross profit                                            177,158       1,092,593       1,269,751

 Expenses
 --------
       Compensation                                      49,210       1,169,311       1,218,521
       Marketing                                         21,330          80,069         101,399
       Travel                                            69,700         162,384         232,084
       Professional fees                                215,737         299,237         514,974
       Office expense                                    27,663         174,891         202,554
       Insurance                                         14,875                          14,875
       Telephone expense                                 24,568          62,423          86,991
       Other selling, general and admin                  12,487          14,746          27,233
       Investor relations                                  --            71,864          71,864
       Director compensation                               --            51,103          51,103
       Interest                                           2,588                           2,588
       Depreciation                                       4,424          31,786          36,210
       Commissions                                                       42,796          42,796
                                                   ------------    ------------    ------------
           Total expenses                               442,582       2,160,610       2,603,192
                                                   ------------    ------------    ------------

Net (loss)                                         $   (265,424)   $ (1,068,017)   $ (1,333,441)
                                                   ============    ============    ============

Net (loss) per common share
Basic and diluted                                                  $     (0.038)   $     (0.048)

Weighted average common shares outstanding
Basic and diluted                                                    25,213,880      25,213,880
Shares to be issued for acqusition                                    2,750,000       2,750,000
                                                                   ------------    ------------
Total Weighted average common shares outstanding
Basic and diluted                                                    27,963,880      27,963,880
                                                                   ============    ============
</TABLE>

                                      F-38
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

UNAUDITED PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

Superclick, Inc.
Consolidated Pro Forma Statement of Revenue and Expense (unaudited)
Nine Months Ended July 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    HotelNet        Superclick     Consolidated
                                                   ------------    ------------    ------------
                                                     11/1/2003       11/1/2003       11/1/2003
                                                      through         through         through
                                                     7/31/2004       7/31/2004       7/31/2004
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
Net sales                                          $    536,717    $  1,319,672    $  1,856,389
Cost of goods sold                                      455,726         906,985       1,362,711
                                                   ------------    ------------    ------------
Gross profit                                             80,991         412,687         493,678

 Expenses
       Research and development                          17,086                          17,086
       Compensation                                      88,274         394,866         483,140
       Marketing                                         30,307          27,837          58,144
       Travel                                            23,503          95,155         118,658
       Professional fees                                 30,500         231,975         262,475
       Office expense                                    15,967           9,147          25,114
       Insurance                                          1,069          45,344          46,413
       Telephone expense                                 17,884          43,864          61,748
       Other selling, general and admin                  11,383          15,807          27,190
       Investor relations                                               100,195         100,195
       Director compensation                                            233,019         233,019
       Interest                                           4,617           2,071           6,688
       Depreciation                                                      12,384          12,384
                                                   ------------    ------------    ------------
            Total expenses                              240,590       1,211,664       1,452,254
                                                   ------------    ------------    ------------

Net (loss)                                         $   (159,599)   $   (798,977)   $   (958,576)
                                                   ============    ============    ============

Net (loss) per common share
Basic and diluted                                                  $     (0.029)   $     (0.034)

Weighted average common shares outstanding
Basic and diluted                                                    25,213,880      25,213,880
Shares to be issued for acqusition                                    2,750,000       2,750,000
                                                                   ------------    ------------
Total Weighted average common shares outstanding
Basic and diluted                                                    27,963,880      27,963,880
                                                                   ============    ============
</TABLE>


                                      F-39
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

UNAUDITED PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

Superclick, Inc.
Consolidated Pro Forma Balance Sheet (unaudited)
October 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                HotelNet, LLC       Superclick, Inc.                            October 31, 2004
                                                  October 31,          October 31,             Pro Forma           Pro Forma
                                                     2004                 2004                  Entries          Consolidated
                                                --------------       --------------          -------------      ---------------
<S>                                             <C>                  <C>                     <C>                       <C>
   Cash                                         $       9,169        $      475,479 (1)      $    (450,000)     $        34,648
   Accounts receivable                                251,873             1,182,002                                   1,433,875
   Inventory and other current assets                  70,633               397,750                                     468,383
   Property and equipment, net                          7,259               153,036                                     160,295
   Other non-current assets                             2,123                35,432                                      37,555
   Goodwill                                                                      -- (3)          2,301,149            2,301,149
                                                --------------       --------------          -------------      ---------------
                Total assets:                   $     341,057        $    2,243,699          $   1,851,149      $     4,435,905
                                                ==============       ==============          =============      ===============

CURRENT LIABILITIES:
   Accounts payable and accrued liabilites      $     366,934        $      830,350 (2)         $ (172,228)     $     1,025,056
   Deferred revenue                                                         515,194                                     515,194
   Due (from) to related entity                                                                                              --
   Notes payable                                                                                                             --
   Notes payable to related parties                   150,172                       (2)           (150,172)                  --
   Notes payable to former shareholders                                                                                      --
     of HotelNet, LLC                                                               (3)            350,000              350,000
                                                --------------       --------------          -------------      ---------------
                Total liabilities:                    517,106             1,345,544                 27,600            1,890,250
                                                --------------       --------------          -------------      ---------------

STOCKHOLDERS' EQUITY:

   Common stock $.0006 par value;
   121,000,000 shares authorized,
   24,197,002 shares issued and outstanding                                  14,518 (3)              1,650               16,168

   Additional paid-in capital                                             1,990,268 (3)          1,645,850            3,636,118

   Treasury Stock                                                                --                                          --

   Common stock subscribed                                                  232,000                                     232,000

   Member's Equity                                     127,600                      (2)           (127,600)                  --

   Cumulative translation adjustment gain                                    17,644                                      17,644

   Deficit accumulated during
   the development stage                              (303,649)          (1,356,275)(3)            303,649           (1,356,275)
                                                --------------       --------------          -------------      ---------------

                                                      (176,049)             898,155              1,823,549            2,545,655
                                                --------------       --------------          -------------      ---------------
                 Total stockholders' equity
                    and liabilities:            $      341,057       $    2,243,699          $   1,851,149      $     4,435,905
                                                ==============       ==============          =============      ===============
</TABLE>

(1)   Represents cash paid to Hotel Net upon the execution of the definitive
      agreement for the benefit of Hotel Net shareholder's and repayment of
      noteholder's and related acqusition liabilities.

(2)   Totals $450,000 and represents repayment of members capital accounts
      ($127,600), notes payable to related parties ($150,172), and acquisition
      related liabilities.

(3)   The Company issued 2,750,000 shares of common stock to the shareholders of
      Hotel Net ($1,650 to common stock and $1,645,850 to Additional Paid in
      Capital), in addition to $450,000 in cash and $350,000 payable to Hotel
      Net and elimination of the accumulated deficit prior to the acquistion.


                                      F-40
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE P - ACQUISITION OF HOTEL NET, LLC (CONTINUED)

UNAUDITED PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

Superclick, Inc.
Consolidated Pro Forma Statement of Revenue and Expense (unaudited)
Year Ended October 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     HotelNet       Superclick     Consolidated
                                                   ------------    ------------    ------------
                                                    11/1/2003       11/1/2003        11/1/2003
                                                     through         through          through
                                                   10/31/2004       10/31/2004       10/31/2004
                                                   ------------    ------------    ------------
                                                                    (restated)
<S>                                                <C>             <C>             <C>
Net sales                                          $    700,493    $  2,552,739    $  3,253,232
Cost of goods sold                                      592,545       1,842,731       2,435,276
                                                   ------------    ------------    ------------
Gross profit                                            107,948         710,008         817,956

Operating Expenses
      Research and development                           17,086         136,610         153,696
      Compensation                                      130,396         584,400         714,796
      Professional fees                                  30,500         225,931         256,431
      Office expense                                     54,223         195,245         249,468
      Travel                                             28,987          94,082         123,069
      Directors compensation                               --           197,154         197,154
      Investor relations                                   --           116,531         116,531
      Other selling, general and administrative          41,464         222,579         264,043
                                                   ------------    ------------    ------------
                                                        302,656       1,772,532       2,075,188
                                                   ------------    ------------    ------------
           Net loss before tax benefit             $   (194,708)   $ (1,062,524)     (1,257,232)
                                                   ============    ============    ============
           Tax benefit                                                   83,129          83,129
                                                   ------------    ------------    ------------
Net (loss)                                         $   (194,708)       (979,395)     (1,174,103)
                                                   ============    ============    ============
Net (loss) per common share (basic and diluted)                    $     (0.035)   $     (0.042)
                                                                   ============    ============
Weighted average common shares outstanding
Basic and diluted                                                    25,213,880      25,213,880
Shares to be issued for acqusition                                    2,750,000       2,750,000
                                                                   ------------    ------------
Total Weighted average common shares outstanding
Basic and diluted                                                    27,963,880      27,963,880
                                                                   ============    ============
</TABLE>


                                      F-41
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE Q - COMMITMENTS AND CONTINGENCIES

Commitments

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

             Year Ended October 31,
             2006                                  $      55,484
             2007                                         55,011
             2008                                         52,937
             2009                                         48,525
                                                        --------
                                                        $211,957
                                                        ========


The Company incurred $65,980 and $20,234 in rent expense during the year ended
October 31, 2005 and 2004, respectively.

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

CONTINGENCIES

Pursuant to the terms of the definitive agreement entered into by the Company
for acquisition of Hotel Net, LLC certain founding members of Hotel Net, LLC
will enter into an "earn-out" with the Company wherein if it meets certain sales
objectives within the first year from the closing date of the acquisition, it
will receive up to 2,000,000 additional shares of restricted common stock and
$200,000 in cash (See Note I).

Debentures may be converted into common stock of the Company prior to maturity
of the loan (See Note J).

NOTE R- EXTRAORDIANRY LOSS

The $2,447,500 extraordinary loss for the year ended October 31, 2005 occurred
in the fourth quarter and represents the Company's combined cash and stock
investment in Hotel Net LLC. Pursuant to FASB 142, Goodwill and Other Intangible
Assets, the Company evaluated the carry value of goodwill associated with the
acquisition and determined that the full carry value was impaired due primarily
to significantly lower than expected revenues, higher operating costs and the
significant decrease in stock price shortly after the acquisition and related
audit report date. As further evidence in support of goodwill impairment, the
Hotel Net LLC office has been closed, and the Company no longer employs any
Hotel Net LLC employees.

                                      F-42
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2005 AND 2004
================================================================================

NOTE S - SUBSEQUENT EVENTS (UNAUDITED)

On January 5, 2006, the Company issued 187,500 shares of common stock to its
directors in exchange for services valued at $22,500, or $0.12 per share.


                                      F-43