SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

|X|   Annual report  pursuant to section 13 or 15(d) of the Securities  Exchange
      Act of 1934

      [Fee  Required] for the fiscal year ended October 31, 2004 or

|_|   Transition  report  pursuant  to  section  13 or 15(d)  of the  Securities
      Exchange Act of 1934

      [No   Fee Required] for the transition period from _________ to _________.

Commission File No. 333-31238

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


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


                              4275 EXECUTIVE SQUARE
                                    SUITE 215
                               LA JOLLA, CA 92037
               (Address, Including Zip Code, Including Area Code,
                   Of Registrant's mailing address in Texas)

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


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

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

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

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

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


<PAGE>

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

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


                                EXPLANATORY NOTE

This Amendment No. 3 on Form 10-KSB/A to Superclick,  Inc. (the "Company" or the
"Registrant")  Annual  Report on Form 10-KSB for the year ended October 31, 2004
(the  "Original  Filing")  which  was filed  with the  Securities  and  Exchange
Commission  on January 28, 2005, is being filed to amend items  described  below
contained  in the  Company's  Annual  Report  on Form  10-KSB  for  such  period
originally filed with the Securities and Exchange Commission on January 28, 2005
as follows:

|X| Item 8A. Controls and Procedures.  Clarification of Company's  evaluation of
its internal controls in conformity with Item 308(c) of Regulation S-B.

|X|  Exhibits  31 Rule  13a-14(a)  Certifications  to  conform  exactly  to Item
601(b)(31) of Regulation S-B and Securities Act Release No. 33-8238.

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


<PAGE>

                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                     PAGE
Forward-Looking  Statements...............................................     1

PART I

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

PART II

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

PART III

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


<PAGE>

                           FORWARD-LOOKING STATEMENTS

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

                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

SUMMARY OF CORPORATE HISTORY

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

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

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

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

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

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


                                       1
<PAGE>

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

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

BUSINESS

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

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

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

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

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

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


                                       2
<PAGE>

COMPETITION

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

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

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

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

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

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

                                  RISK FACTORS

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


                                       3
<PAGE>

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

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

RISKS RELATED TO OUR BUSINESS:

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

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

*     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.


                                       4
<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  is  intimately  involved  in our  business  and  has  day to day
relationships  with  critical  customers  and is also  critical  to our  product
development.  Superclick  is not able to afford  additional  staff to supplement
these  key  personnel.   Competition  for  highly  skilled   business,   product
development,  technical  and other  personnel  is  intense,  and there can be no
assurance that we will be successful in recruiting new personnel or in retaining
our  existing  personnel.  A failure on our part to retain the  services  of key
personnel  could have a material  adverse  effect on our  operating  results and
financial  condition.  We do not maintain  key man life  insurance on any of our
employees.

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

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

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

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

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

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

*     the extent of competitors' responsiveness to customer needs.

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

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

      International operations create special risks, including:

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

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

*     cultural differences that adversely affect utilization;

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

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

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


                                       5
<PAGE>

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

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

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

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

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

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

There are risks associated with our planned growth.

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

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

*     discuss our future expectations;

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

*     state other "forward-looking" information.

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


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<PAGE>

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

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

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

RISKS RELATING TO OUR COMMON STOCK:

There is a limited market for our common stock.

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

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

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

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

Our common stock is classified as a penny stock by the  Securities  and Exchange
Commission.  This  classification  severely  and  adversely  affects  the market
liquidity for our common stock.  The  Commission  has adopted Rule 15g-9,  which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules  require:  (i) that a broker or  dealer  approve a  person's  account  for
transactions  in penny  stocks;  and (ii) the broker or dealer  receive from the


                                       7
<PAGE>

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

                         ITEM 2. DESCRIPTION OF PROPERTY

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

<TABLE>
<CAPTION>
Location                            Approximate Square        Date Current              Monthly Rent
                                    Feet                      Expires
----------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>                       <C>

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

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

                            ITEM 3. LEGAL PROCEEDINGS

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

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

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



                                       8
<PAGE>

                                    PART II.

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

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


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

HOLDERS

There are approximately eighty record holders of common equity.

DIVIDENDS

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

TRANSFER AGENT

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

EQUITY COMPENSATION PLANS

On April 8,  2004,  the  Board of  Directors  of the  Company  adopted  the 2004
Incentive  Stock Option Plan.  This Plan is a plan for key Employees  (including
officers  and  employee  directors)  and  Consultants  of the  Company  and  its
Affiliates  and is intended to advance the best  interests of the  Company,  its
Affiliates, and its stockholders by providing those persons who have substantial
responsibility  for the  management and growth of the Company and its Affiliates
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.


                                       9
<PAGE>

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

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

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

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

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

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


                                       10
<PAGE>

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

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

Granted                           1,904,784            0.52

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

COMMON STOCK

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

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

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

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

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

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


                                       11
<PAGE>

WARRANTS

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

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

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


                                       12
<PAGE>

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

OVERVIEW

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

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

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

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

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


                                       13
<PAGE>

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

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

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

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

      o     Large deployment of 52 properties for Westmont Hospitality Group.

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

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

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

CRITICAL ACCOUNTING POLICIES

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

REVENUE RECOGNITION

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

The Company has adopted  Statement  of  Position  (SOP) 97-2,  Software  Revenue
Recognition,  as well as SOP 98-9,  Modification of SOP 97-2,  Software  Revenue
Recognition  with Respect to Certain  Transactions.  The SOPs generally  require
revenue  earned on  software  arrangements  involving  multiple  elements  to be
allocated to each element  based on the relative  fair market  values of each of
the  elements.  The fair  value of an element  must be based on  vendor-specific
objective evidence (VSOE) of fair value. Software license revenue allocated to a
software  product is recognized  upon  delivery of the product,  or deferred and
recognized in future periods to the extent that an  arrangement  includes one or
more  elements  that are to be delivered at a future date and for which VSOE has
not been established. Maintenance and support revenue is recognized ratably over
the maintenance term. First-year  maintenance typically is sold with the related
software  license  and renewed on an annual  basis  thereafter.  Estimated  fair
values of ongoing  maintenance  and  support  obligations  are based on separate
sales of  renewals  to other  customers  or upon  renewal  rates  quoted  in the


                                       14
<PAGE>

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

ACCOUNTS RECEIVABLE

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

INVENTORIES

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

INCOME TAXES

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

FOREIGN CURRENCY TRANSLATION

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

DEFERRED TAXES

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


                                       15
<PAGE>

United States Corporation Income Taxes

---------------------------------------  ---------------- -------------------
Year of Loss                             Amount           Expiration Date
---------------------------------------  ---------------- -------------------
October 31, 2004                               $901,,320  October 31, 2024
---------------------------------------  ---------------- -------------------
October 31, 2003                                  68,638  October 31, 2023
---------------------------------------  ---------------- -------------------
December 31, 2002                                 10,534  December 31, 2022
---------------------------------------  ---------------- -------------------
December 31, 2001                                181,335  December 31, 2021
---------------------------------------  ---------------- -------------------
December 31, 2000                                 88,027  December 31, 2020
---------------------------------------  ---------------- -------------------
December 31, 1999                                 18,936  December 31, 2019
---------------------------------------  ---------------- -------------------
                                              $1,268,790
---------------------------------------  ================ -------------------

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

Canadian Income Taxes  (Stated in CDN$)

---------------------------------------  ---------------- -------------------
Year of Loss                             Amount           Expiration Date
---------------------------------------  ---------------- -------------------
October 31, 2004                                $102,989  October 31, 2011
---------------------------------------  ---------------- -------------------
October 31, 2003                                   5,322  October 31, 2010
---------------------------------------  ---------------- -------------------
October 31, 2002                                 350,910  October 31, 2009
---------------------------------------  ---------------- -------------------
October 31, 2001                                  24,879  October 31, 2008
---------------------------------------  ---------------- -------------------
                                                $484,100
---------------------------------------  ================ -------------------

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

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

RESULTS OF OPERATIONS

THREE AND TWELVE MONTHS ENDED OCTOBER 31, 2004 AND 2003

REVENUE

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


                                       16
<PAGE>

GROSS PROFIT

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

SELLING, GENERAL AND ADMINISTRATIVE

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

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

RESEARCH AND DEVELOPMENT

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

FINANCIAL CONDITION

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

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

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

THE COMPANY'S LIQUIDITY PLAN

Recent  operating  results give rise to concerns about the Company's  ability to
generate cash flow from operations sufficient to sustain ongoing viability.  Net
earnings (loss) for the year ended October 31, 2004 were $(979,395),  while cash
flows from operations for the period were  $(848,246).  The loss of $979,395 was
increased by a $304,823 reduction in working capital offset by non-cash expenses
of $435,972, primarily related to the issuance of stock options to the Company's
employees and directors.


                                       17
<PAGE>

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

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

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

966,668 "B" Warrants were unexercised as of October 31, 2004 (See note G below).
As of October 31, 2004 and commensurate  with the private  placement filed under
Form SB-2 filed June 8, 2004,  the Company issued 999,999 shares of common stock
in exchange  for  $450,000.  Each share  issued in  accordance  with the private
placement  is entitled to one "A"  Warrant  with an exercise  price of $0.60 per
share.

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

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

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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


                                       18
<PAGE>

CONTRACTUAL OBLIGATIONS

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

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

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

INFLATION

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

                          ITEM 7. FINANCIAL STATEMENTS

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


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

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

                        ITEM 8A. CONTROLS AND PROCEDURES


(a)   Evaluation of disclosure controls and procedures

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


                                       19
<PAGE>

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

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

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

(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.


                                       20
<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, 2004, our
executive officers,  directors and key employees, their positions and their ages
are as follows:

DIRECTORS AND EXECUTIVE OFFICERS

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

John Glazik                  54            President and CEO

Claude Smith                 56            Chief Financial Officer

Todd M. Pitcher              37            Chairman of the Board

Hugh Renfro                  81            Director

Jacobo Melcer                65            Director

Robert G.  Macfarlane        37            Director

Sandro Natale                36            VP Business Development and

                                           Director

EXECUTIVE OFFICERS AND DIRECTORS

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

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


                                       21
<PAGE>

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

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

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

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

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

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

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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


                                       22
<PAGE>

                         ITEM 10. EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>

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

OPTIONS AND STOCK APPRECIATION RIGHTS

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

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

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


                                       23
<PAGE>

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

LONG TERM INCENTIVE PLAN AWARDS

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

COMPENSATION OF DIRECTORS

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

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

Stock Option Plan

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

OPTION GRANTS IN LAST FISCAL YEAR

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

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


                                       24
<PAGE>

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

No options were exercised in the last fiscal year.

EXECUTIVES' COMPENSATION POLICIES

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

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

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

Employment Agreements with Executive Officers

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

EMPLOYMENT AGREEMENTS

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


                                       25
<PAGE>

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

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

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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



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

----------
(*) means less than 1.0%


                                       26
<PAGE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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


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

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


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


(a)   Exhibits

      Financial Statements

      INDEPENDENT AUDITORS REPORT............................................F-2

      CONSOLIDATED FINANCIAL STATEMENTS

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

      Consolidated Statements of Operations..................................F-4

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

      Consolidated Statements of Comprehensive Income........................F-6

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

      Notes to Consolidated Financial Statements.............................F-9


                                       27
<PAGE>

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

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

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

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

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

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

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

5.1 Opinion re: Legality.*

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

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

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

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

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

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).


                                       28
<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).

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

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

* Previously filed

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

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).


                                       29
<PAGE>

                ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)   Audit Fees

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

(2)   Audit Committee Policies and Procedures

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

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

      Not applicable.


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:  August 15,  2005                      SUPERCLICK, INC.


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

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


SIGNATURE TITLE DATE

/s/  Sandro Natale        Interim Chief Executive Officer        August 15, 2005
-----------------------
Sandro Natale

/s/ Todd M. Pitcher       Interim Chief Financial Officer
-----------------------   and Principle Accounting Officer       August 15, 2005
Todd M. Pitcher


                                       30
<PAGE>

BOARD OF DIRECTORS


/s/ Todd M. Pitcher       Chairman                               August 15, 2005
-----------------------
Todd M. Pitcher

/s/ Sandro Natale         Director                               August 15, 2005
-----------------------
Sandro Natale

/s/Jacobo Melcer          Director                               August 15, 2005
-----------------------
Jacobo Melcer

/s/ Robert MacFarlane     Director                               August 15, 2005
-----------------------
Robert MacFarlane

/s/ Hugh Renfro           Director                               August 15, 2005
-----------------------
Hugh Renfro

/s/ George Vesnaver       Director                               August 15, 2005
-----------------------
George Vesnaver

/s/ Paul Gulyas           Director                               August 15, 2005
----------------------
Paul Gulyas


                                       31
<PAGE>

                                SUPERCLICK, INC.
                          (A DEVELOPMENT STAGE COMPANY)

              REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS
                                   (RESTATED)

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


<PAGE>

                                    CONTENTS

                                                                            PAGE

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

FINANCIAL STATEMENTS

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

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

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

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

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

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

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


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

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


Board of Directors
Superclick, Inc.


                                      F-1
<PAGE>

(A Development Stage Company)


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


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




                                      F-2
<PAGE>

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

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

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                                             $   761,965
      Accounts payable-related parties                                                  52,885
      Accrued payroll                                                                   12,223
      Accrued other                                                                      3,277
      Deferred revenue                                                                 515,194
                                                                                   -----------
          TOTAL CURRENT LIABILITIES                                                  1,345,544
                                                                                   -----------
COMMITMENTS (Note I)

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

      Common stock, par value $.0006, 121,000,000 shares authorized; issued and
      outsta14,51824,197,002 at October 31, 2004 Common stock subscribed 232,000
      Additional paid-in capital 1,990,268 Deficit accumulated during the
      development stage (1,356,275) Accumulated other comprehensive gain (loss)
           (Cumulative translation adjustment)                                          17,644
                                                                                   -----------
          TOTAL STOCKHOLDERS' EQUITY                                                   898,155
                                                                                   -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $ 2,243,699
                                                                                   ===========
</TABLE>


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
For the Years Ended October 31, 2004, 2003 and
The Period August 24, 2000 (Date of Inception) to October 31, 2004 (Restated)
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                August 24, 2000
                                                                                     Year Ended October 31,     (Inception) to
                                                                                     2004            2003      October 31, 2004
                                                                                 ------------    ------------    ------------
                                                                                  (Restated)      (Restated)      (Restated)
                                                                                 ------------    ------------    ------------
<S>                                                                              <C>             <C>             <C>
Revenue
     Net Sales                                                                   $  2,331,811    $    638,222    $  3,072,793
     Services                                                                         220,928          14,114         238,556
     Cost of goods sold                                                             1,842,731    $    478,763       2,401,553
                                                                                 ------------    ------------    ------------
     Gross profit                                                                     710,008         173,573         909,796
Costs and Expenses
     Bank charges                                                                       4,959             809           5,768
     Communication                                                                     25,652           7,119          37,290
     Consulting fees                                                                   60,527          21,357          90,303
     Meals and entertainment                                                           15,762           4,067          21,052
     Depreciation and amortization                                                     17,045          27,414          75,266
     Marketing and promotion                                                           25,984          16,490          42,474
     Office                                                                           195,245          32,002         239,526
     Professional fees                                                                225,931          49,833         298,242
     Investor relations                                                               116,531              --         116,531
     Salaries and wages                                                               584,400         217,131         942,815
     Employee benefits                                                                 16,947           8,605          31,703
     Travel                                                                            94,082          53,393         181,527
     Tax and licenses                                                                  18,236          11,592          29,828
     Research and development                                                         136,610          23,004         313,843
     Directors compensation                                                           197,154              --         197,154
     Bad debt expense                                                                  32,000              --          32,000
     Other                                                                              3,355              --           4,298
     Interest expense                                                                   2,112          11,462          18,005
                                                                                 ------------    ------------    ------------
     Total Costs and Expenses                                                       1,772,532         484,278       2,677,625
                                                                                 ------------    ------------    ------------
(Loss) from Operations                                                             (1,062,524)       (310,705)     (1,767,829)

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

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

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

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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Stockholder's Equity
For the Period August 24, 2000 (Date of Inception) to October 31, 2004
(Restated)
-----------------------------------------------------------------------------------------------------------------------------

                                                     Preferred Stock                  Common Stock
                                             ----------------------------    ----------------------------
                                              Number of                       Number of
                                                Shares           Amount         Shares          Amount        Subscribed
                                             ------------    ------------    ------------    ------------    ------------
<S>                                         <C>              <C>             <C>             <C>             <C>
BALANCES August 24, 2000                     $         --    $         --              --              --              --
Shares issued during the period                                                10,000,000           6,000
Net loss
                                             ------------    ------------    ------------    ------------    ------------
BALANCES October 31, 2001                              --              --      10,000,000           6,000

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

Shares issued during the period
     Shares issued for services                                                   350,600             210
     Shares Issued for Superclick Networks
          acquisition (Note J)                                                  5,516,667           3,310
     Preferred shares converted to debt           (29,215)       (169,440)       (169,440)
Foreign Currency Translation Adjustment
Net (loss) profit
                                             ------------    ------------    ------------    ------------    ------------
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
                                             ============    ============    ============    ============    ============

<CAPTION>
                                                                Deficit
                                                             Accumulated     Accumulated
                                              Additional      during the         Other           Total
                                               Paid-in       Developmental   Comprehensive   Stockholders'
                                               Capital           Stage       Income (loss)      Equity
                                             ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>
BALANCES August 24, 2000                               --              --                              --
Shares issued during the period                    (5,991)                                              9
Net loss                                                          (67,679)                        (67,679)
                                             ------------    ------------    ------------    ------------
BALANCES October 31, 2001                          (5,991)        (67,679)             --         (67,670)

Issuance of preferred stock for debt                                                              169,440
Issuance of common stock for cash                 211,882                                         213,882
Issuance of common stock for services                (205)                                             --
Foreign Currency Translation Adjustment                                            (4,918)         (4,918)
Net loss                                                         (234,382)                       (234,382)
                                             ------------    ------------    ------------    ------------
BALANCES October 31, 2002                         205,686        (302,061)         (4,918)         76,352

Shares issued during the period
     Shares issued for services                     8,764                                           8,974
     Shares Issued for Superclick Networks
          acquisition (Note J)                    125,145                                         128,455
     Preferred shares converted to debt
Foreign Currency Translation Adjustment                                            (2,558)         (2,558)
Net (loss) profit                                                 (74,819)                        (74,819)
                                             ------------    ------------    ------------    ------------
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
                                             ============    ============    ============    ============
</TABLE>


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended October 31, 2004 and 2003 and
The Period August 24, 2000 (Date of Inception) to October 31, 2004
(Restated)
------------------------------------------------------------------------------------------
<S>                                             <C>            <C>            <C>
                                                Year Ended     Year Ended      August 24,
                                                Year Ended     Year Ended   2000 (Inception)
                                                October 31,    October 31,    to October 31,
                                                -----------    -----------    -----------
                                                   2004            2003          2004
                                                -----------    -----------    -----------

Net Earnings (Loss)                             $  (979,395)   $   (74,819)   $(1,356,275)

Other Comprehensive Income (Loss)

      Foreign Currency Translation Adjustment        25,120         (2,558)        17,644
                                                -----------    -----------    -----------
Net Comprehensive (Loss)                        $  (954,275)   $   (77,377)   $(1,338,631)
                                                ===========    ===========    ===========
</TABLE>


                                      F-6
<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

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

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

      Taxes paid                                       $       800    $        --    $       800
      Interest paid                                    $     2,112    $       232    $     2,344
Other non-cash investing and financing activities:
      Shares issued for services                       $   315,154    $     8,974    $   324,128
      Shares issued for acquisition                    $   128,455    $   128,455
      Shares issued/(converted) to debt                $  (169,440)   $        --
</TABLE>


                                               F-7
<PAGE>

SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
Supplemental Schedule of Non-Cash Investing and Financing Activities
(Restated)
--------------------------------------------------------------------------------

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

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

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

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


                                      F-8
<PAGE>

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

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

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

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

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


                                      F-9
<PAGE>

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

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

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

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

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

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

Principles of consolidation

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

Accounting estimates

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


                                      F-10
<PAGE>

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

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

Summary of Significant Accounting Principles

Cash and cash equivalents

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

Accounts receivable

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

Inventories

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

Reclassification

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

Property and equipment

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


                                      F-11
<PAGE>

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

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

Property and equipment (Continued)

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

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

Long-lived assets

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

Revenue recognition policy

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

The Company has adopted  Statement  of  Position  (SOP) 97-2,  Software  Revenue
Recognition,  as well as SOP 98-9,  Modification of SOP 97-2,  Software  Revenue
Recognition  with Respect to Certain  Transactions.  The SOPs generally  require
revenue  earned on  software  arrangements  involving  multiple  elements  to be
allocated to each element  based on the relative  fair market  values of each of
the  elements.  The fair  value of an element  must be based on  vendor-specific
objective evidence (VSOE) of fair value. Software license revenue allocated to a
software  product is recognized  upon  delivery of the product,  or deferred and


                                      F-12
<PAGE>

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

recognized in future periods to the extent that an  arrangement  includes one or
more  elements  that are to be delivered at a future date and for which VSOE has
not been established. Maintenance and support revenue is recognized ratably over
the maintenance term. First-year  maintenance typically is sold with the related
software  license  and renewed on an annual  basis  thereafter.  Estimated  fair
values of ongoing  maintenance  and  support  obligations  are based on separate
sales of  renewals  to other  customers  or upon  renewal  rates  quoted  in the
contracts.  For  such  arrangements  with  multiple  obligations,   the  Company
allocates  revenue to each component of the  arrangement  based on the estimated
fair  value  of the  undelivered  elements.  Fair  value  of  services,  such as
consulting or training,  is based upon  separate  sales of these  services.  The
Company at times may enter into multiple-customer contracts in which the Company
allocates  revenue based on the number of specified users at each customer,  and
recognizes revenue upon customer  acceptance and satisfying the other applicable
conditions of the above described accounting policy.

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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.  The Parent did not incur
advertising  expense  through October 31, 2003. From the date of the acquisition
through October 31, 2003, the Subsidiary did not incur advertising  expense. For
the year ended  October 31,  2004 the Parent  incurred  approximately  $7,100 in
advertising expense.

Loss per common share

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


                                      F-13
<PAGE>
SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------

Issuance of common stock

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

Income taxes

Provisions  for income taxes are based on taxes  payable or  refundable  for the
current year and deferred taxes on temporary  differences  between the amount of
taxable income and pretax  financial  income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted  income tax rates  applicable  to the period in which the  deferred  tax
assets and  liabilities  are expected to be realized or settled as prescribed in
FASB Statement

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

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

Income Taxes (Continued)

are  established  when  necessary  to reduce  deferred  tax assets to the amount
expected to be  realized.  The Company  underwent a change of control for income
tax  purposes  according  to  Section  381 of the  Internal  Revenue  Code.  The
Company's  utilization of U.S.  Federal net operating  losses will be limited in
accordance to Section 381 rules.

Intangible assets

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

                                           October 31, 2004
                                                                    Net
                      Gross Intangible       Accumulated         Intangible
                           Assets            Amortization          Assets
                      --------------------  ------------------  -------------
Other intangibles                     500              500                 0
                      --------------------  ------------------  -------------


                                      F-14
<PAGE>

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

Impact of accounting standards

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

In April  2003,  the  FASB  issued  SFAS  149,  Amendment  of  Statement  133 on
Derivative Instruments and Hedging Activities. This statement amends SFAS 133 to
provide  clarification  on the financial  accounting and reporting of derivative
instruments and hedging activities and

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

requires  contracts  with  similar  characteristics  to be  accounted  for  on a
comparable  basis.  The  adoption  of SFAS 149 did not have  any  impact  on the
Company's financial condition or results of operations.

Impact of accounting standards (Continued)

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

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


                                      F-15
<PAGE>

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

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

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

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.

Impact of accounting standards (Continued)

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

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


                                      F-16
<PAGE>

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

Concentrations of credit risk

The Company performs ongoing credit  evaluations of its customers.  For the year
ended October 31, 2004, two customers  individually accounted for 51% and 17% of
accounts  receivable.  For the year ended  October  31,  2003,  three  customers
individually accounted for 39%, 22%, and 13% of accounts receivable. In the year
ended October 31, 2004, the Company's two largest  customers  accounted for 51%,
20% of sales.  In the year ended  October 31, 2003,  the  Company's  two largest
customers accounted for 31% and 21% of sales. A member of the Board of Directors

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

for the Company was the IT Director for the second largest  customer  during the
fiscal year ended October 31, 2004 (See Note I).

Concentrations of credit risk (Continued)

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

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

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


                                      F-17
<PAGE>

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

Disclosure about Fair Value of Financial Instruments

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

Foreign Currency Translation

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

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

separate  component  of  stockholders'  equity.  The  financial  statements  are
presented in United States of America dollars.

Research and development

Expenses classified as research and development are expensed as incurred.

NOTE B - INVENTORIES

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

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


                                      F-18
<PAGE>

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

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment at October 31, 2004 consisted of the following:
                    Furniture and Fixtures
                                                                      $  94,075
                    Computer hardware                                    76,654
                    Computer software                                       863
                    Leasehold Improvements                               21,332
                    Mold & Dye                                           18,637
                                                                      ---------
                                                                      $ 211,561
                    Less:  Accumulated Depreciation                     (58,525)
                                                                      ---------
                                                                      $ 153,036
                                                                      =========

NOTE D - NET OPERATING LOSS CARRY FORWARD

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

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

                     United States Corporation Income Taxes

             Year of Loss            Amount               Expiration Date
-----------------------------   ----------------       ---------------------
           October 31, 2004            $901,320            October 31, 2024
           October 31, 2003              68,638            October 31, 2023
          December 31, 2002              10,534           December 31, 2022
          December 31, 2001             181,335           December 31, 2021
          December 31, 2000              88,027           December 31, 2020
          December 31, 1999              18,936           December 31, 2019
                                ----------------
                                     $1,268,790
                                ================


                                      F-19
<PAGE>

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

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, 2004              $102,989            October 31, 2011
           October 31, 2003                 5,322            October 31, 2010
           October 31, 2002               350,910            October 31, 2009
           October 31, 2001                24,879            October 31, 2008
                                  ----------------
                                         $484,100
                                  ================

Superclick  Networks,  Inc. (SNI) generated research and development tax credits
for the  years  ended  October  31,  2004  and  2003  of  $83,129  and  $66,445,
respectively.

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

NOTE D - NET OPERATING LOSS CARRY FORWARD (Continued)

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

NOTE E - GOING CONCERN AND MANAGEMENT'S PLANS

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

NOTE F - PREFERRED AND COMMON STOCK

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


                                      F-20
<PAGE>

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

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

NOTE F - PREFERRED AND COMMON STOCK (Continued)

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

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

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

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

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

966,668 "B" Warrants were unexercised as of October 31, 2004 (See note G below).
As of October 31, 2004 and commensurate  with the private  placement filed under
Form SB-2 filed June 8, 2004,  the Company issued 999,999 shares of common stock
in exchange  for  $450,000.  Each share  issued in  accordance  with the private
placement  is entitled to one "A"  Warrant  with an exercise  price of $0.60 per
share.


                                      F-21
<PAGE>

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

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

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

NOTE G - WARRANTS

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

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

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

                                      F-22
<PAGE>

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

NOTE H - STOCK INCENTIVE PLANS

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

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

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

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

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

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


                                      F-23
<PAGE>

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

NOTE H - STOCK INCENTIVE PLANS (Continued)

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

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

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

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

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

Granted                    1,904,784            0.51
Forfeited                         --              --
                       -------------   -------------
Outstanding at
end of year                1,904,784   $        0.52
                       =============   =============
Options exerciseable
at year end                  390,562
                       =============


                                      F-24
<PAGE>

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

NOTE H - STOCK INCENTIVE PLANS (Continued)

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

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

The Company accounts for stock options  utilizing the intrinsic value method for
variable  awards  under the  provisions  of  Accounting  Principles  Board (APB)
Opinion  No.  25,  Accounting  for  Stock  Issued  to  Employees.   Accordingly,
compensation  cost is measured as the excess, if any, of the quoted market price
of the Company's  stock at the end of each  reporting  period over the amount an
employee must pay to acquire the stock,  amortized over the vesting period.  The
Company recognized compensation expense of $134,822 in fiscal 2004.

The  following  information  is  provided  in  accordance  with  SFAS  No.  123,
"Accounting for Stock-Based  Compensation."  If the compensation  cost for these
plans had been determined  based on the fair value at the grant dates for awards
consistent  with the method of SFAS  Statement  123, the pro forma effect on the
Company's  net loss per share for the year  ended  October  31,  2004 would have
been:

                                                             Year Ended
                                                          October 31, 2004

                 Net loss as reported                           $(979,395-)

                 Pro forma                                     $(1,045,067)

                 Net loss per share, as reported                    $(.045)

                 Pro forma                                          $(.048)


                                      F-25
<PAGE>

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

NOTE H - STOCK INCENTIVE PLANS (Continued)

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

                                                                    2004
                                                                    ----

                Risk free interest rate                             2.53%

                Expected life (years)                                  2

                Volatility                                        152.44%

                Dividend yield                                        --


NOTE I - RELATED PARTY TRANSACTIONS

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

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

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


                                      F-26
<PAGE>

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

NOTE I - RELATED PARTY TRANSACTIONS (Continued)

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

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

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

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

NOTE J - COMMITMENTS

The Company  leased  office space on a month to month basis from a relative of a
director  and  shareholder  at $1,006 per month.  On October 1, 2004 the Company
began a new lease for office space. The lease extends through September 30, 2009
at a rate of $4,082 per month. The Company has also entered into  non-cancelable
operating  leases  for  office  equipment,  computers  and a vehicle  at monthly
payments of $634.  Future lease  payments  under these  operating  leases are as
follows:
                           Year Ended October 31,
                                            2005                59,872
                                            2006                55,484
                                            2007                55,011
                                            2008                52,937
                                            2009                48,525
                                                              --------
                                                              $271,829

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


                                      F-27
<PAGE>

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

NOTE K - ACQUISITION OF SUPERCLICK, INC.

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

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

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

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

                                      2003          2002
                                    ---------    ---------
Net Sales                           $ 652,336    $ 151,744
                                    =========    =========
Net Income (loss) from operations   ($311,666)   ($163,773)
                                    =========    =========
Other income (expense)              $ 208,305           --
                                    =========    =========
Net Income (loss)                   ($103,361)   ($163,773)
                                    =========    =========
Earnings (loss) per share:
Basic and diluted                   ($  0.005)   ($  0.009)
                                    =========    =========

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


                                      F-28
<PAGE>

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

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

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

                              October 31,  December 31,
                               ---------    ---------
                                  2003        2002
                               ---------    ---------
Cash                           $   3,667    $   1,376
Accounts receivable
R&D tax credits receivable
Inventories
Prepaid expenses                   2,456
                               ---------    ---------
Total current assets           $   6,123    $   1,376

Property and equipment (net)
Intangible asset (net)                 0            0
                               ---------    ---------
Total assets                   $ 245,892    $ 238,980
                               =========    =========
Accounts payable               $  31,108    $  31,723
                               ---------    ---------
Total Liabilities              $  31,108    $  31,723

Common stock                       3,310        1,800

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

Retained earnings (deficit)     (497,470)    (298,832)
                               ---------    ---------
Total equity                   $ (24,985)   ($ 30,347)
                               ---------    ---------
Total liabilities and equity   $   6,123    $   1,376
                               =========    =========


                                      F-29
<PAGE>

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

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

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

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

Cost and Expenses:

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

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

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

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

     Provision (Benefit) for income taxes          (0)          (0)
                                            ---------    ---------
          Net earnings (loss)                (198,638)     (10,534)

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


                                      F-30
<PAGE>

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

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

     Statements  of cash flows for the ten months ended October 31, 2003 and the
year ended December 31, 2002:
                                                    Ten Months
                                                      Ended     Year Ended
                                                   October 31,   December 31,
                                                    ---------    ---------
                                                      2003          2002
                                                    ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

 Accounts payable and accrued expenses                   (615)     (25,649)
                                                    ---------    ---------
NET CASH USED FOR OPERATING ACTIVITIES                (56,709)     (36,041)
                                                    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of Superclick Networks, Inc.        (145,000)          (0)
                                                    ---------    ---------
NET CASH USED FOR INVESTING ACTIVITIES               (145,000)          (0)
                                                    ---------    ---------


                                      F-31
<PAGE>

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

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

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

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

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

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

NOTE L - SUBSEQUENT EVENTS (Unaudited)

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

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

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

NOTE M - RESTATEMENT

The 10-KSB for  Superclick,  Inc.  as of October  31,  2004 and 2003 and for the
Period  August  24,  2000  (Date of  Inception)  to  October  31,  2004 has been
restated.  In March 2005,  the  Company  was  contacted  by the  Securities  and
Exchange  Commission (SEC). In their letter dated, March 16, 2005 the SEC stated
that "it appears that the acquisition of Superclick  Networks,  Inc. should have
been accounted for as either a reverse  acquisition or a  recapitalization."  In
the reverse


                                      F-32
<PAGE>

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

NOTE M - RESTATEMENT (Continued)

merger the accounting acquirer is Superclick Networks, Inc. and is to be treated
as the continuing  reporting entity with their historical  financial  statements
being brought  forward.  The financial  statements  contained within this report
have been restated to effect the Company's  conclusion  that the  acquisition of
Superclick  Networks,  Inc. should have been accounted for as a reverse merger..
Previously,  the merger was  accounted for a forward  merger  accounted for as a
purchase wherein goodwill had been created.

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

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

The following information presents the impact of the reverse merger as discussed
above, the restatement of stockholders'  equity and the decrease in net loss due
to the  elimination  of the write-down of goodwill,  on the Company's  financial
information  as  originally  reported  for the  year  ended  October  31,  2004:
Additionally,  the restated financial statements reflect the deferral of revenue
generated from maintenance and upgrade  services based on contract  period,  the
change in  accounting  for stock  options  from the fixed method to the variable
method and the elimination of the loan forgiveness.


                                      F-33
<PAGE>

<TABLE>
<CAPTION>

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

                                                                       October 31,    October 31,    October 31,
                                   ASSETS                                  2004          2004           2004
                                                                       -----------    -----------    -----------
<S>                                                                    <C>            <C>            <C>
CURRENT ASSETS                                                         (Previously     (Restated)    (Difference)
                                                                        reported)

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

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

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

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

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

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


                                      F-34
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2004 AND
2003, AND AND THE PERIOD AUGUST 24, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2004
RESTATEMENT)
--------------------------------------------------------------------------------

[TO COME]




                                      F-35
<PAGE>

SUPERCLICK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2004 AND 2003
(RESTATED)
--------------------------------------------------------------------------------
SUPERCLICK, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE PERIOD AUGUST 24, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2004
--------------------------------------------------------------------------------

[TO COME]




                                      F-36
<PAGE>

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


                                                     -------------------------------------------------------------------------
                                                       2004          2004           2004            2004           2004
                                                     -----------------------------------------    ----------------------------
<S>                                                 <C>            <C>            <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                (Previously    (Restated)     (Difference)   (Previously     (Restated)
                                                      reported)                                    reported)

    Net loss                                         $  (828,017)   $  (979,395)   $  (151,378)   $   (89,542)   $   (74,819)
    Adjustments to reconcile net loss
       to net cash used by operating activities
      Depreciation
                                                          17,045         17,045             --          1,834         27,414
      Amortization
                                                                             --             --                        13,993
      Compensation expense on intrinsic
         value of options issued                          86,475        134,822         48,347

      Stock issued for services                          315,154        315,154                                        8,974

      Stock converted to debt                                                                                       (169,440)

      Wrtite down of goodwill                            136,000                      (136,000)

      Deferred tax benefit                               (35,432)       (35,432)

      License imparment agreement                                            --             --             --             --

      Abandonment of furniture and equipment               3,355          4,383          1,028                            --

      Loss on investment                                                     --             --                            --
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acqusition)
    (Increase) decrease in current assets:

      Accounts receivable                             (1,023,546)    (1,023,546)            --        129,155        (74,247)

      Other receivables                                    1,401          1,401             --        (11,897)        30,544

      Prepaid expenses                                   (15,117)       (15,117)            --           (804)          (117)

      Inventory                                         (350,974)      (350,974)            --         (1,029)        (6,218)

    Increase (Decrease) in current liabilities:

      Accounts payable and accrued expenses              616,385        616,385             --        (91,323)       106,165

      Accrued payroll                                    (43,414)       (43,414)            --        (10,267)        36,641

      Accrued other                                       (4,752)        (4,752)            --         16,353          5,611

      Deferred revenue                                   256,896        515,194        258,298             --             --
                                                     -----------------------------------------    ----------------------------
      NET CASH USED FOR OPERATING ACTIVITIES            (868,541)      (848,246)        20,295        (57,520)       (95,499)
CASH FLOWS FROM INVESTING ACTIVITIES:

      Cash to acquire Superclick Networks, Inc.               --             --             --       (145,000)       128,455

      Acqusition of furniture and equipment             (126,941)      (133,288)        (6,347)        (2,263)       (25,591)
                                                     -----------------------------------------    ----------------------------
      NET CASH USED FOR INVESTING ACTIVITIES            (126,941)      (133,288)        (6,347)      (147,263)       102,864

CASH FLOWS FROM FINANCING ACTIVITIES:

      Sale of common stock                             1,435,490      1,435,490             --        204,000             --

      Repayment of note payable                               --             --             --             --             --

      Related party loan                                 (22,920)       (22,920)            --          3,076         (9,119)
                                                     -----------------------------------------    ----------------------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES        1,412,570      1,412,570             --        207,076         (9,119)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                   39,068         25,120        (13,948)         9,082         (2,558)

NET INCREASE (DECREASE) IN CASH                          456,156        456,156             --         11,375         (4,312)

CASH, beginning of period                                 19,323         19,323             --          1,376         23,635

CASH acquired                                                 --             --             --          6,572             --
                                                     -----------------------------------------    ----------------------------
CASH, end of period                                  $   475,479    $   475,479    $        --    $    19,323    $    19,323
                                                     =========================================    ============================
Other non-cash investing and financing activities:

    License agreement acquired by issue of common
    stock                                                     --             --             --             --             --
    Nordic Racing Limited acquired by issue of
    common stock                                              --             --             --             --             --

    Forgiveness of related party loan                         --             --             --             --             --

    Shares issued for acquisition                                                                   1,244,935        128,455

    Shares issued/(converted) to debt                         --       (169,440)      (169,440)

    Shares issued for services                           315,154        315,154             --          8,974          8,974

    Interest paid                                          2,112          2,112             --            232            232

    Taxes paid                                               800            800             --             --             --

<CAPTION>
                                                      Year Ended     June 3, 1999   August 24,     August 24,
                                                     October 31,     (Inception)       2000           2000
                                                                    to October 31,  (Inception)  (Inception) to
                                                                                    to October     October 31,
                                                                                        31,
                                                    ----------------------------------------------------------
                                                        2004             2004          2004           2004
                                                    -------------    -----------------------------------------
<S>                                                 <C>              <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                 (Difference)   (Previously     (Restated)    (Difference)
                                                                      reported)

    Net loss                                          $    14,723    $(1,216,391)   $(1,356,275)   $  (139,884)
    Adjustments to reconcile net loss
       to net cash used by operating activities
      Depreciation
                                                           25,580         19,641         58,525         38,884
      Amortization
                                                           13,993          5,361             --         (5,361)
      Compensation expense on intrinsic
         value of options issued                               --         86,475        134,822         48,347

      Stock issued for services                             8,974        315,154        324,128          8,974

      Stock converted to debt                            (169,440)            --             --             --

      Wrtite down of goodwill                                            136,000             --       (136,000)

      Deferred tax benefit                                               (35,432)       (35,432)            --

      License imparment agreement                           4,639             --         (4,639)

      Abandonment of furniture and equipment                   --          4,670          4,383           (287)

      Loss on investment                                       --         90,000             --        (90,000)
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES: (Net of effect of acqusition)
    (Increase) decrease in current assets:

      Accounts receivable                                (203,402)      (894,391)    (1,099,673)      (205,282)

      Other receivables                                    42,441        (10,496)       (82,329)            --

      Prepaid expenses                                        687        (15,921)       (24,027)            --

      Inventory                                            (5,189)      (352,003)      (373,723)       (21,720)

    Increase (Decrease) in current liabilities:

      Accounts payable and accrued expenses               197,488        556,785        814,850             --

      Accrued payroll                                          --        (53,681)        12,223             --

      Accrued other                                       (10,742)        11,601          3,277             --

      Deferred revenue                                    256,896        515,194        258,298
                                                    -------------    -----------------------------------------
      NET CASH USED FOR OPERATING ACTIVITIES              (84,887)    (1,091,093)    (1,104,057)      (506,968)
CASH FLOWS FROM INVESTING ACTIVITIES:

      Cash to acquire Superclick Networks, Inc.           273,455       (145,000)       128,455        273,455

      Acqusition of furniture and equipment               (23,328)      (131,281)      (215,944)       (84,663)
                                                    -------------    -----------------------------------------
      NET CASH USED FOR INVESTING ACTIVITIES              250,127       (276,281)       (87,489)       188,792

CASH FLOWS FROM FINANCING ACTIVITIES:

      Sale of common stock                               (204,000)     1,807,975      1,649,381       (158,594)

      Repayment of note payable                                --             --             --             --

      Related party loan                                  (12,195)       (19,844)            --             --
                                                    -------------    -----------------------------------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES          (216,195)     1,788,131      1,649,381       (158,594)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                   (11,640)        48,150         17,644        (30,506)

NET INCREASE (DECREASE) IN CASH                           (15,687)       468,907        475,479          6,572

CASH, beginning of period                                  22,259             --             --             --

CASH acquired                                              (6,572)         6,572             --         (6,572)
                                                    -------------    -----------------------------------------
CASH, end of period                                   $        --    $   475,479    $   475,479    $        (0)
                                                    =============    =========================================
Other non-cash investing and financing activities:

    License agreement acquired by issue of common
    stock                                                      --         10,000             --        (10,000)
    Nordic Racing Limited acquired by issue of
    common stock                                               --         90,000             --        (90,000)

    Forgiveness of related party loan                          --         38,864             --        (38,864)

    Shares issued for acquisition                      (1,116,480)     1,244,935        128,455     (1,116,480)

    Shares issued/(converted) to debt

    Shares issued for services                            315,154        324,128          8,974

    Interest paid                                              --          2,344          2,344             --

    Taxes paid                                                 --            800            800             --
</TABLE>

                                      F-37