SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

|X|   Annual report pursuant to section 13 or 15(d) of the Securities Exchange
      Act of 1934 [Fee Required] for the fiscal year ended October 31, 2006 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)


                        10222 St-Michel BLVD., Suite 300
                            Montreal, Quebec, H1H 5H1
               (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 Registrant's revenues for the year ended October 31, 2006 were $3,946,311.

The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant on December 6, 2006 (based on the closing sale
price of US $0.07 per share of the Registrant's common stock, as reported on
Over-The-Counter Bulletin Board on that date) was approximately U.S. $2,009,082.
Common stock held by each officer and director and by each person known to the
Registrant to own 5% or more of the outstanding common stock has been excluded
in that those persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

The number of shares of the Registrant's common stock outstanding on December 6,
2006 was 37,161,768.

                    Documents incorporated by reference: None

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


<PAGE>

TABLE OF CONTENTS

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

Forward-Looking Statements....................................................1

PART I

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

PART II

5.    Market for Common Equity and Related Stockholder Matters...............11
6.    Management's Discussion and Analysis of Financial Condition
        and Results of Operations............................................16
7.    Financial Statements...................................................25
8.    Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure.............................................25
8A.   Controls and Procedures................................................25

PART III

9.    Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act....................26
10.   Executive Compensation.................................................28
11.   Security Ownership of Certain Beneficial Owners and Management
        and Related Stockholder Matters......................................31
12.   Certain Relationships and Related Transactions.........................32
13.   Exhibits and Reports on Form 8-K.......................................33
14.   Principal Accountant Fees and Services.................................36


<PAGE>

                           FORWARD-LOOKING STATEMENTS

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

                                     PART I

                         ITEM 1.DESCRIPTION OF BUSINESS


SUMMARY OF CORPORATE HISTORY

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

Pursuant to a share purchase (the "Share Purchase Agreement") agreement dated
October 7, 2003, Superclick, Inc. completed an acquisition of Superclick
Networks, Inc. The acquisition was accounted for as a recapitalization effected
by a reverse merger, wherein Superclick Networks, Inc. is considered the
acquirer for accounting and financial reporting purposes. The pre-merger assets
and liabilities of the acquired entity have been brought forward at their book
value and no goodwill has been recognized. The accumulated deficit of Superclick
Networks, Inc. has been brought forward, and common stock and additional
paid-in-capital of the combined company have been retroactively restated to give
effect to the exchange rates as set forth in the merger agreement.

Superclick Networks, Inc. ("SNI") was organized on August 24, 2000, in Montreal,
Quebec, Canada. SNI is a software development company in the business of
providing and installing broadband high speed Internet connection equipment in
hotels on a worldwide basis, and 24x7 customer support at it's owned and
operated Montreal-based call center.

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

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


                                        1
<PAGE>

We emerged from the development stage during the year ended October 31, 2005.
Our primary objective is to continue to expand its installed room base
throughout North America, Europe, Latin America and the Caribbean, and to
provide 24x7 dedicated customer support to its hotel customers. At present, the
we have installed its IP management products in approximately 90,000 rooms.

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


BUSINESS

Superclick provides IP-based data management solutions via its SIMS ("Superclick
Internet Management System") supported by a 24x7 customer support center to the
hospitality market. SIMS(TM) is Linux-based software, typically referred to as
Visitor-Based Networking (VBN) software, which manages the provisioning and
administration of Internet access over private and local area networks ("LANS").

We market and install SIMS(TM) as part of a turnkey hardware and software
deployment for our customers and also provide guest service support through our
24x7 helpdesk. SIMS(TM) is typically deployed with hardware which provides High
Speed Internet Access (HSIA) via Ethernet, DSL, WiFi or in combination. Our
SIMS(TM) platform has been successfully deployed in approximately 520 hotels
throughout the United States, Canada, Europe and the Caribbean.

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


                                        2
<PAGE>

Business Model

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

We also provide customers with 24/7 guest support services through toll-free
access to our Montreal-based helpdesk. We generally charge customers a flat fee
on a per-room, per-year basis for access to the helpdesk by guests and users. As
customers are added to our client-list, customer support revenue grows which
represents a second source of recurring revenue.

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


COMPETITION

Most of our business is awarded by hoteliers and property management companies
through competitive procurements. The Internet management services industry is
highly competitive and many of our competitors are larger and have greater
financial resources than we do. We obtain much of our business on the basis of
proposals to new and existing customers. Competition usually centers on
successful past performance, technical capability, management, personnel
experience and price.

We have many competitors that contend for the same customers. They are
competent, experienced and continuously working to take work and projects away
from us. These competitors range in size from several hundred of thousands of
dollars in annual revenue to several million of dollars in annual revenue.
Approximately 60% of our revenue is 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 our niche areas are desirable to other
professional service firms, and we continuously seek to improve within these
niches rather than expanding to new areas.


                                        3
<PAGE>

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

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

On November 17, 2006, we filed a provisional application for patent pursuant to
the regulations of the United States Patent and Trademark Office (USPTO). The
law firm of Fish & Richardson P.C. was engaged to advise and assist us with the
filing.

                                  RISK FACTORS

Our continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing,
other collaborative agreements, strategic alliances, and our ability to realize
the full potential of our technology. Such additional funds may not become
available on acceptable terms and there can be no assurance that any additional
funding that we obtain will be sufficient to meet the combined our needs in the
long term. Through October 31, 2006, a significant portion of our financing has
been through private placements of common stock warrants and convertible debt.
Unless our operations continue to generate significant revenues, we will
continue to fund operations from cash on hand and through similar sources of
capital previously described. We can give no assurances that any additional
capital that we are able to obtain will be sufficient to meet our needs.
Management believes that we will continue to incur net losses through for the
foreseeable future. Based on our current resources, we will need additional
equity or debt financing or we will need to generate revenues through sales of
our products or entering into strategic alliances to be able to sustain our
operations until we achieve profitability, if ever.

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


                                        4
<PAGE>

Risks Related To Our Business:

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

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

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

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

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

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

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

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

o     reductions in the prices of services offered by competitors.

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


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

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

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


                                        5
<PAGE>

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

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

We are 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 we compete is intensely competitive and actions by
competitors could render our services less competitive, causing revenue and
income to decline.

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

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

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

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

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

o     the extent of competitors' responsiveness to customer needs.

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

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

International operations create special risks, including:

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

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

o     cultural differences that adversely affect utilization;


                                        6
<PAGE>

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

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

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

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

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

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

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

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

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

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.


                                        7
<PAGE>

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

o     discuss our future expectations;

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

o     state other "forward-looking" information.

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

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

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

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

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

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


                                        8
<PAGE>

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

As of October 31, 2006, we had exercisable stock options outstanding to purchase
16,732,148 shares of common stock, warrants to purchase 3,065,996 shares of
common stock, and convertible debentures convertible in accordance with a
formula based on the 45 day trailing average price of our common stock. To the
extent such options or warrants are exercised and convertible notes are
converted, there will be further dilution. In addition, in the event that any
future financing should be in the form of securities convertible into, or
exchangeable for, equity securities, investors may experience additional
dilution upon the conversion or exchange of such securities.

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

As of December 6, 2006, a total of 13,901,290 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
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, sets forth (i) the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in public offerings and secondary trading and about the commissions
payable to the broker-dealer and registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.


                                        9
<PAGE>

                         ITEM 2: DESCRIPTION OF PROPERTY

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

                             Approximate             Date Current
Location                     Square Feet             Expires Monthly   Rent
===============================================================================

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

11995 El Camino Real         N/A - Executive Svc.    Month-to-Month    US$60.00
Suite 301
San Diego, CA 92130


                            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.


                                       10
<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.


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

2006
----
First Quarter                 $.07              $ .22
Second Quarter                $.08              $ .15
Third Quarter                 $.03              $ .09
Fourth Quarter                $.04              $ .07

On December 6, 2006, the closing price was $0.07 for our stock.

Holders

There are approximately one thousand two hundred and fifty (1,250) holders of
record of common equity as of October 31, 2006.

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.


                                       11
<PAGE>

Transfer Agent

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

Equity Compensation Plans

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

The total number of shares of common stock set aside for awards may be granted
under the 2004 Plan is 2,000,000 shares. We may issue each of the following
under the 2004 Plan: incentive option, nonqualified option, stock appreciation
right, restricted stock award or performance stock award. The 2004 Plan was
effective April 9, 2004 (the "Effective Date"). No incentive option,
nonqualified option, stock appreciation right, restricted stock award or
performance stock Award shall be granted pursuant to the 2004 Plan ten years
after the Effective Date.

During the year ended October 31, 2006, our Board of Directors authorized an
increase in the shares allotted under the Plan to 30,000,000 shares. Also,
during fiscal year 2006, 111,667 options were canceled due to employee
terminations, 376,250 options were exchanged for new options, 15,523,750 shares
were granted and no options were exercised. The balance of options outstanding
at the end of the year was 16,732,148. We granted 15,900,000 fully vested
options to employees on October 30, 2006. Of these grants, 376,250 represent new
shares issued in place of previously granted shares which were deeply
out-of-the-money and cancelled in conjunction with the new grants. Each option's
strike price is equal to the closing price of the stock on the date of grant, or
$.05 and has a term of four years.

We have recorded non-cash compensation expense of $767,017 through October 31,
2006. 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.


                                       12
<PAGE>

On March 3, 2005, the Board of Directors of the Company voted unanimously to
amend the Stock Incentive Plan to increase the number of shares of common stock
which may be awarded under the plan to 3,500,000 shares.

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. The Board of
Directors may not re-price any option that is less than the option exercise
price. Prior to the lifting of the restrictions pursuant to Rule 144, the
recipient will be entitled to receive dividends from and to vote the shares of
restricted stock.

During the years ended October 31, 2006 and 2005, the Company awarded 1,355,355
and 102,067 restricted shares of its common stock to directors totaling $77,500
and $77,225, respectively.

The following table summarizes the Company's stock option activity for the year
ended October 31, 2006:

                                                   2006
                                        -----------------------------
                                                     Weighted Average
                                           Shares     Exercise Price
                                        -----------  ----------------

Outstanding at beginning of period        1,460,481       $0.52
Granted                                  15,900,000        0.05
Forfeited                                  (628,333)       0.52
Exercised                                        --          --
                                        -----------       -----
Outstanding at end of year               16,732,148       $0.07
                                        -----------       -----

Options exerciseable at year end         16,732,148          --
                                        ===========

Common Stock

Private Placement and Warrant Activity

During the year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in gross proceeds of $60,000. 2,099,999 "A" Warrants were unexercised
as of October 31, 2005.


                                       13
<PAGE>

In August of 2005, we issued $2,250,000 of convertible debentures with 965,997
warrants attached.

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

Stock issued for Services

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

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

Stock Options

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

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

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

During the year ended October 31, 2006, 111,667 options were canceled due to
employee terminations, 376,250 options were exchanged for new options, and
15,523,750 shares were granted and no options were exercised. We granted
15,900,000 fully vested options to employees on October 30, 2006. Each option's
strike price is equal to the closing price of the stock on the date of grant, or
$.05. Pursuant to SFAS 123r, Share-Based Payment, the company recognized expense
of $277,875 related to this grant as calculated using the Black Scholes Option
Pricing Model. Of the 15,900,000 grants, 376,250 represent new shares issued in
place of previously granted shares which were deeply out-of-the-money and
cancelled in conjunction with the issuance of the new grants. The 376,250
options exchanged for new, lower priced options was treated as a repricing
pursuant to SFAS 123r, Share-Based Payment, and resulted in the Company
recognizing expense of $6,735, which represented the difference in fair value of
the new options over the repriced options as calculated using the Black Scholes
Option Pricing Model.


                                       14
<PAGE>

Warrants

At October 31, 2006 we had 2,099,999 "A" Warrants and 965,997 warrants related
to convertible debentures outstanding entitling the holder thereof the right to
purchase one common share for each warrant held as follows:

                                             Exercise
      Warrant             Number of          Price Per             Expiration
       Class               Warrants           Warrant                 Date
  ---------------   ---------------      ---------------        ---------------

         A                   55,555            $ 0.60                4/14/07
         A                  100,000            $ 0.60                4/19/07
         A                  444,444            $ 0.60                4/19/07
         A                  100,000            $ 0.60                4/23/07
         A                  200,000            $ 0.60                4/29/07
         A                  100,000            $ 0.60                4/29/07
         A                  100,000            $ 0.60                 5/7/07
         A                  200,000            $ 0.60                5/10/07
         A                  100,000            $ 0.60                5/12/07
         A                  100,000            $ 0.60                5/17/07
         A                  100,000            $ 0.60                5/24/07
         A                   11,000            $ 0.60                5/24/07
         A                  100,000            $ 0.60                 6/2/07
         A                  100,000            $ 0.60                6/16/07
         A                   89,000            $ 0.60                6/17/07
         A                  200,000            $ 0.60                3/30/08
                    ---------------
   Subtotal               2,099,999

   Debenture                735,370      >or=to $0.30              7/31/2010
   Debenture                230,627      >or=to $0.30              8/17/2010
                    ---------------
   Subtotal                 965,997
                    ---------------
   Total                  3,065,996
                    ===============


                                       15
<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 our Consolidated
Financial Statements and the notes thereto and the other information included in
this Annual Report on Form 10-KSB.

Overview

We derive the majority of our revenue from installation of our 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 our 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 our revenue and
quarterly earnings. Quarterly revenue and earnings of the Company may also be
impacted by the size of individual contracts relative to our annual revenues.

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

We continue to develop our product offering and IP management solutions,
listening carefully to our customers to determine development paths that most
directly meet their needs. Superclick emerged from the development stage during
the fiscal year ended October 31, 2005, during which substantially all of our
efforts were focused on commercial activities.


                                       16
<PAGE>

Here are some of the significant milestones achieved during FY 2006:


o     February 2, 2006 Fairmont Hotels & Resorts selects Superclick to further
      enhance its technology support for guests by outsourcing their 25,800
      rooms to our help desk.

o     May, 2006, the first five star full service hotels was installed in
      Mexico. The Nikko Mexico hotel is located in downtown Mexico City, home to
      local government and international delegates.

o     June, 2006, Intercontinental Hotels selects Superclick as the HSIA and IP
      Management solution for the Intercontinental Boston Hotel project.

o     June, 2006, the first generation beta of MDS was launched in 60 hotels.
      This beta was to collect user traffic and impression count.

o     July, 2006, we entered into master license negotiations with one of
      Europe's largest telecom carriers. The tentative LOI is to license and
      assist in the deployment of SIMS, MDS and M@MA to a foot print of 2200
      hotels.

o     July 2006, we deployed MDS to improve hotel portal exposure.

o     August 2006, Superclick & Technidata were invited to respond to a Telmex
      RFP. The RFP was to replace the present HSIA gateway and future
      hospitality HSIA offerings.

o     September 2006, we installed our HSIA solution in two major hotels
      situated in the Dominican Republic with Intercontinental and the Catalogna
      group.

o     October 2006, we completed a major installation with the prestigious NY
      Palace Hotel.


Critical Accounting Policies

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


                                       17
<PAGE>

Revenue Recognition

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

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

Accounts receivable

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

Inventories

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

Income taxes

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


                                       18
<PAGE>

Foreign Currency Translation

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

Deferred Taxes

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

United States Corporation Income Taxes

--------------------------------------------------------------------------------
Year of Loss                               Amount      Expiration Date
--------------------------------------------------------------------------------
October 31, 2006                          $781,183     October 31, 2026
--------------------------------------------------------------------------------
October 31, 2005                         3,969,331     October 31, 2025
--------------------------------------------------------------------------------
October 31, 2004                           898,697     October 31, 2024
--------------------------------------------------------------------------------
October 31, 2003                            53,638     October 31, 2023
--------------------------------------------------------------------------------
December 31, 2002                           80,395     December 31, 2022
--------------------------------------------------------------------------------
December 31, 2001                           91,564     December 31, 2021
--------------------------------------------------------------------------------
December 31, 2000                           88,027     December 31, 2020
--------------------------------------------------------------------------------
December 31, 1999                           18,936     December 31, 2019
--------------------------------------------------------------------------------
                                        $5,981,771
                                        ==========
--------------------------------------------------------------------------------

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


                                       19
<PAGE>

Canadian Income Taxes (Stated in CDN$)

--------------------------------------------------------------------------------
Year of Loss                               Amount      Expiration Date
--------------------------------------------------------------------------------
October 31, 2006                          $280,849     October 31, 2013
--------------------------------------------------------------------------------
October 31, 2005                           481,617     October 31, 2012
--------------------------------------------------------------------------------
October 31, 2004                            45,462     October 31, 2011
--------------------------------------------------------------------------------
October 31, 2003                             5,322     October 31, 2010
--------------------------------------------------------------------------------
October 31, 2002                           350,910     October 31, 2009
--------------------------------------------------------------------------------
October 31, 2001                            24,879     October 31, 2008
--------------------------------------------------------------------------------
                                        $1,189,039
                                        ==========
--------------------------------------------------------------------------------

At October 31, 2006 a valuation allowance for the full amount of the net
deferred tax asset was recorded because of uncertainties as to the amount of
taxable income that would be generated in future years.

We perform research and development on an on-going basis, which is available for
refund or future tax credits in Canada. Due to the recurring losses of the
Company during the year ended October 31, 2006, we recognized an allowance for
the full amount it anticipated to generate in connection with the research and
development deferred tax benefit.

Results of Operations

Twelve Months Ended October 31, 2006 And 2005

Revenue

During the year ended October 31, 2006, revenue increased $740,615 or 23.1% to
$3,946,311 compared to $3,205,696 for the year ended October 31, 2005. The
favorable sales variance was mainly due to an increase in support activity. We
were able to secure and put into place support contracts with existing and newly
acquired clients thus resulting in an increase in recurring support revenue.

Gross Profit

Gross profit for the years ended October 31, 2006 increased by $853,703 or
105.4% to $1,663,884 compared to $810,181 last year. The increase was mainly due
to the favorable sales variance as a result of the growth in support activity.
Gross margin for the current year was 42.2% compared to 25.3% the previous year.
The 16.9% favorable variance in the margin was mainly due to the growth is
support activity and due to the continued work in strengthening operating
activities.


                                       20
<PAGE>

Selling, General and Administrative

For the years ended October 31, 2006 and 2005, selling, general and
administrative expenses were $2,418,059 and $2,564,132, respectively. The
$146,073 or 5.7% favorable variance was mainly due to benefits attained due to
the restructuring efforts which commenced during the first quarter of 2006.
Included in the SG&A expenses were non-cash expenses of $466,466 and $360,041
respectively.

Research and Development

For the years ended October 31, 2006 and 2005, research and development expense
was $282,915 and $151,822, respectively. The $131,093 year-over-year increase
was mainly due to expenses incurred to develop new product offerings.

Loss from operations

As a result, the loss from operations for the years ended October 31, 2006 and
2005 was $1,112,439 or 28.2% and $1,958,614 or 61.1% respectively; an $846,175
or 43.2% improvement. Excluding non-cash SG&A expenses of $466,466 and $360,041
respectively, the loss from operations was $645,973 for the year ended October
31, 2006 compared to a loss of $1,598,573 the previous year.

Other Income and Expense

Interest expense for the years ended October 31, 2006 and 2005 was $266,378 and
$48,513, respectively. The expense represents interest due to the holders of the
convertible debentures and notes payable to the former shareholders of Hotel Net
LLC, as well as to Chicago Venture Partners, and Superclick Co-Investment Fund.
The year-over-year increase is due to the expense for the full year of debenture
interest whereas the previous year's amount represents interest from the
inception of the debt.

With respect to the convertible debentures, during the year ended October 31,
2006, we recognized non-cash amortization expense related to the beneficial
conversion feature, deferred financing costs and warrant discount in the amount
of $292,896, $161,250 and $514,983, respectively, compared to $97,632, $53,750
and $143,990 during fiscal year 2005. In addition, during the years ended
October 31, 2006 and 2005, we recognized a derivative gain related to the
warrants which were issued in connection with the convertible debentures in the
amount of $193,006 and $465,774, respectively.

As a result, the total other income and expenses for the year ended October 31,
2006 was ($1,287,165) compared to $121,889 the previous year.


                                       21
<PAGE>

Net Loss Before Extraordinary Item

The loss before extraordinary item for the years ended October 31, 2006 and 2005
was $2,399,604 and $1,836,725, respectively. The year-over-year increase of
$562,879 was due to the non-cash amortization and interest related to the
convertible debentures.

Net Loss

The net loss for the years ended October 31, 2006 and 2005 was $2,399,604 and
$4,284,225 respectively. The favorable variance was entirely due to the 2005
extraordinary loss of $2,447,500 for the write down of our investment and
goodwill in Hotel Net, LLC.

FINANCIAL CONDITION

From inception to October 31, 2006, we incurred an accumulated deficit of
$8,040,104, 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 operating losses.

We have financed our operations since inception primarily through debt and
equity financing. However, during the twelve months ended October 31, 2006 we
had a net increase in cash of $422,482. Total cash resources as of October 31,
2006 was $919,920 compared with $497,438 at October 31, 2005.

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 our ability to generate
cash flow from operations sufficient to sustain ongoing viability. Net loss for
the year ended October 31, 2006 was $2,399,604, while cash provided from
operations was $206,673.

During the year ended October 31, 2006, the Company has financed operations
solely with cash generated through sales and the collection of its accounts
receivable.

The Hotel Net LLC notes matured on January 1, 2006. The notes were canceled and
replaced with new notes that accrue interest at the rate of nine percent (9%)
per annum and mature


                                       22
<PAGE>

January 1, 2007. $21,000 of accrued interest on the former notes was added to
the principle of the new notes. Therefore, the new balance for notes payable at
October 31, 2006 is $371,000.

During the year ended October 31, 2006, we issued 1,158,838 shares of Common
Stock in exchange for $50,000 of principle debt of our convertible debentures.

During the year ended October 31, 2006, we issued 1,355,355 shares of Common
Stock in exchange for services with a total value of $77,500.

Our independent registered public accountants, Bedinger and Company, have
indicated that our financial statements have been prepared assuming our company
will continue as a going concern. However, Bedinger and Company has noted that
our company has suffered recurring losses from operations that raises
substantial doubt about its ability to continue as a going concern.

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

Off-Balance Sheet Arrangements

At October 31, 2006 we had no obligations that would qualify to be disclosed as
off-balance sheet arrangements.

Contractual Obligations

Capital lease obligations: Capital lease obligations relate to a copy machine
used in our Montreal office.

Operating lease obligations: Operating lease obligations consist of office
rental commitment for our offices in Montreal, Quebec, Canada. On October 1,
2004 we began a lease for office space in Montreal. The lease extends through
September 30, 2009 at a rate of $4,082 per month.

We have also entered into non-cancelable operating leases for office equipment,
computers. At October 31, 2006, our contractual obligations under these leases
and other commitments were as follows:

              -------------------------------------------
              Year Ended October 31,
              -------------------------------------------
              2007                               55,011
              -------------------------------------------
              2008                               52,937
              -------------------------------------------
              2009                               48,525
              -------------------------------------------
              2010                               n/a
              -------------------------------------------
                                                 $156,473
              -------------------------------------------


                                       23
<PAGE>

Inflation

Although our operations are influenced by general economic conditions, we do not
believe inflation had a material effect on the results of operations during the
year ended October 31, 2006. However, there can be no assurance our business
will not be affected by inflation in the future.

                           ITEM 7.FINANCIAL STATEMENTS

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


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

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

                         ITEM 8A.CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures

      As required by Rule 13a-15(b) under the Exchange Act, we conducted an
      evaluation, under the supervision and participation of our management,
      including the Company's Chief Executive Officer and Chief Financial
      Officer (who is the principal accounting officer). Both evaluated the
      effectiveness of the Company's disclosure controls and procedures as of
      the end of the period covered by this report and noted a weakness with
      respect to item (c) below.

(b)   Changes in internal controls

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

(c)   Restatement

In July, 2006 we discovered that the initiation of amortization related to the
warrant discount of $658,973 (See NOTE J) was missed. As a result, the Company
reacted by commencing amortization and restating (1) Form 10-KSB for the year
ended October 31, 2005, (2) Form 10-QSB for the three months ended January 31,
2006, and (3) Form 10-QSB for the three and six months ended April 30, 2006.


                                       24
<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, 2006, our
executive officers, directors and key employees, their positions and their ages
are as follows:

DIRECTORS AND EXECUTIVE OFFICERS


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

Todd M. Pitcher                38        Chairman of the Board

Sandro Natale                  38        CEO, President and Director

Jean Perrotti                  44        CFO and Principal Accounting Officer

Paul Gulyas                    49        Director

George Vesnaver                49        Director

Chirag Patel                   39        Director


EXECUTIVE OFFICERS AND DIRECTORS

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


                                       25
<PAGE>

SANDRO NATALE was officially appointed President and CEO November 16, 2006.
Previously, he has been VP of Business Development of our company since
completion of the merger transaction with Superclick Networks, Inc. in October
2003. Prior to the merger, Mr. Natale served as VP of Business Development of
Superclick Networks, Inc. Prior to Superclick, Mr. Natale founded ITS Service
Inter-Tek, a computer networking company that was later acquired by GSI
Technologies. Mr. Natale has 18 years experience in the technology and system
integration business. Prior to joining the Superclick Networks Team in 2001, Mr.
Natale was President and of founder of I.T.S services a successful IT services
integrator which was later sold to GSI Technologies. Mr. Natale served as V.P.
of sales and marketing where he assumed increasing responsibilities in various
organizational units, including, revenue planning, regulation, marketing, sales
operations and information systems. Mr. Natale holds a computer science degree
from Dawson College.

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

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

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


                                       26
<PAGE>

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

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, 2006.


                         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 2006 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
2006.


                                       27
<PAGE>

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------------------
                                                                                          Long Term Compensation
                                                                                 ----------------------------------
                                               Annual Compensation                       Awards             Payouts
                                  --------------------------------------------   -----------------------------------
(a)                  (b)             (c)                (d)             (e)         (f)          (g)           (h)         (i)
---------         ---------       ---------         ---------        ---------   ---------   ---------     ---------    ---------
                                                                                Restricted  Securities
Name and                                                                           Stock    Underlying        LTIP      All Other
Principle                                              Bonus       Other Annual    Award(s) Options/SARs     Payouts  Compensation
Position             Year         Salary ($)            ($)       Compensation ($)  ($)          (#)           ($)         ($)
---------         ---------       ---------         ---------        ---------   ---------   ---------     ---------    ---------
<S>                  <C>           <C>               <C>                 <C>         <C>      <C>              <C>          <C>
Sandro               2006          $143,787                --            --          --       4,500,000         --          --
Natale,              2005          $141,391                --            --          --              --         --          --
CEO                  2004          $ 75,000                --            --          --              --         --          --

John                 2006                --                --            --          --              --         --          --
Glazik,              2005                --                --            --          --              --         --          --
former CEO           2004          $ 90,000          $ 10,000            --          --         884,784         --          --

Jean                 2006          $103,365          $ 32,065            --          --       3,000,000         --          --
Perrotti,            2005                --                --            --          --              --         --          --
CFO                  2004                --                --            --          --              --         --          --


--------------------------------------------------------------------------------
                      Option/SAR Grants in Last Fiscal Year
                                Individual Grants
--------------------------------------------------------------------------------
                          Number of    % of Total
                          Securities   Options/SARs
                          Underlying   Granted to     Exercise
                          Option/SARs  Employees in   or Base
Name                      Granted      Fiscal Year    Price     Expiration Date
--------------------------------------------------------------------------------
Sandro Natale, CEO         4,500,000       24%         $ 0.05   October 30, 2010

Jean Perrotti, CFO         3,000,000       16%         $ 0.05   October 30, 2010
--------------------------------------------------------------------------------
</TABLE>


OPTIONS AND STOCK APPRECIATION RIGHTS

On October 30, 2006, the Company awarded employees non-qualified stock options
to purchase 15,900,000 shares of common stock of the Company at an exercise
price of $.05 per share with an expiration date of October 30, 2010. The options
were issued as fully vested. Of the 15,900,000 grants, 376,250 represent new
shares issued in place of previously granted shares which were deeply
out-of-the-money and cancelled in conjunction with the issuance of the new
grants. None of the repriced options were to executive officers.

The Company has recorded compensation expense of $767,017 from inception through
October 31, 2006.


                                       28
<PAGE>

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 Stock Incentive Plan is
3,500,000. 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. The Board of
Directors may not re-price any option that is less than the option exercise
price. 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.

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

During the year no common stock options were exercised. As of October 31, 2006,
the Company had 16,732,148 outstanding options all of which were exercisable.
The value to the company of the exercisable options based on the weighted
average strike price of $0.07 is approximately $1,171,250.

Executives' Compensation Policies

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


                                       29
<PAGE>

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

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

Employment Agreements with Executive Officers

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

EMPLOYMENT AGREEMENTS

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

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


     ITEM 11. Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth certain information regarding beneficial
ownership of our common stock as of October 31, 2006, by (i) each person known
by us to be the beneficial ownership of more than 5 percent of the outstanding
common stock, (ii) each director, (iii) each executive officer, and (iv) all
executive officers and directors as a group. The number of shares beneficially
owned is determined under the rules promulgated by the SEC, and the information
is not necessarily indicative of beneficial ownership for any other purpose.
Under those rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the date
hereof, through the exercise or conversion of any stock option, convertible
security, warrant or other right. Including those shares in the tables does not,
however, constitute an admission that the named stockholder is a direct or
indirect beneficial owner of those shares. Unless otherwise indicated, each
person or entity named in the table has sole voting power and investment power
(or shares that power with that person's spouse) with respect to all shares of
capital stock listed as owned by that person or entity. Unless otherwise
indicated, the address of each of the following persons is 11995 El Camino Real,
Suite 301, San Diego CA 92130.


                                       30
<PAGE>

Name                           Shares Beneficially Owned     Percent of Class
----                           -------------------------     ----------------
Sandro Natale (Canada)                 7,739,430                  20.83%

Jean Perrotti (Canada)                 3,000,000                   8.07%

Todd M. Pitcher                          357,751                      *

George Vesnaver (Canada)                 338,288                      *

Paul Gulyas (Canada)                     315,188                      *

Chirag Patel                             848,448                   2.28%

All Officers and
Directors as a Group                  12,599,105                  33.90%

(*) means less than 1.0%


             ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Pitcher, Chairman of our company, provides consulting services to us in
exchange for monthly compensation of $2,500 and related expenses. Mr. Pitcher is
also President of Comprehensive Communications LLC who provides us with business
services support.


                                       31
<PAGE>

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


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


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).

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

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

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).


                                       32
<PAGE>

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

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

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

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

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

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

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

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.


                                       33
<PAGE>

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

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

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

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

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

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

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

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

17.2 Resignation of Jacobo Melcer as Director (Incorporated by reference filed
with the Company's Form 8-K on February 6, 2006).

17.3 Resignation of Dipan Patel as Director (Incorporated by reference filed
with the Company's Form 8-K on July, 17, 2006).

23.1 Consent of Independent Public Accountant, dated January 12, 2007.

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

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

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

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

* Previously filed


                                       34
<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 2006 were $53,551. Additionally, Bedinger &
      Company has charged $8,297 for tax preparation services for fiscal year
      2006.


      (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 2006.

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

      Not applicable.


                                       35
<PAGE>

SIGNATURES

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

Date: January 30, 2007                                  Superclick, Inc.

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

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

SIGNATURE TITLE DATE

/s/ Sandro Natale       Chief Executive Officer
---------------------   January 30, 2007
Sandro Natale

/s/ Jean Perrotti       Chief Financial Officer and Principle Accounting Officer
---------------------   January 30, 2007
Jean Perrotti


BOARD OF DIRECTORS

/s/ Todd M. Pitcher     Chairman and Secretary     January 30, 2007
---------------------
Todd M. Pitcher

/s/ Sandro Natale       Director                   January 30, 2007
---------------------
Sandro Natale

/s/ Paul Gulyas         Director                   January 30, 2007
---------------------
Paul Gulyas

/s/ Chirag Patel        Director                   January 30, 2007
---------------------
Chirag Patel

/s/ George Vesnaver     Director                   January 30, 2007
---------------------
George Vesnaver


                                       36
<PAGE>

                                SUPERCLICK, INC.

              REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS

                      YEARS ENDED OCTOBER 31, 2006 AND 2005


                                       37
<PAGE>

                                    CONTENTS

                                                                           PAGE

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

FINANCIAL STATEMENTS

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

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

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

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

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

     Notes to the Financial Statements .................................. F-8-30


                                       38
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Superclick, Inc.

We have audited the accompanying consolidated balance sheet of Superclick, Inc.
(the "Company"), as of October 31, 2006 and the related consolidated statements
of operations, stockholders' equity (deficit), comprehensive income (loss), and
cash flows for the years ended October 31, 2006 and October 31, 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, based on our audits, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Superclick, Inc. as of October 31, 2006 and the related consolidated
statements of operations, stockholders' equity (deficit), comprehensive income
(loss), and cash flows for the years ended October 31, 2006 and October 31,
2005, in conformity with accounting principles generally accepted in the United
States of America.


                                       F-1
<PAGE>

Board of Directors
Superclick, Inc.
Page Two


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


                                                  /s/ Bedinger & Company
                                                  Certified Public Accountants
                                                  Concord, California
                                                  December 13, 2006


                                       F-2
<PAGE>

SUPERCLICK, INC.
Consolidated Balance Sheet
October 31, 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   October 31,
                                                                                       2006
                                                                                   -----------
                                     ASSETS
<S>                                                                                <C>
CURRENT ASSETS
      Cash                                                                         $   919,920
      Accounts receivable, net (Notes A&B)                                             470,557
      R&D tax refund receivable                                                         44,852
      Sales Tax refund receivable                                                       14,365
      Inventory (Note C)                                                                90,471
      Prepaid expenses                                                                  15,463
                                                                                   -----------
           TOTAL CURRENT ASSETS                                                      1,555,628
Fixed assets, net (Note D)                                                             251,067

                                                                                   -----------
           TOTAL ASSETS                                                            $ 1,806,695
                                                                                   ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable (Note E)                                                    $   667,447
      Interest payable (Note F)                                                         23,489
      Accrued payroll (Note G)                                                         130,298
      Deferred revenue (Note H)                                                        781,547
      Loans current portion                                                             12,933
      Notes payable (Note I)                                                           371,000
      Convertible debentures, net (Note J)                                           2,425,000
      Debenture warrants (Note J)                                                          193
                                                                                   -----------
           TOTAL CURRENT LIABILITIES                                                 4,411,907

      Loans noncurrent portion                                                          25,905
                                                                                   -----------
           TOTAL LIABILITIES                                                         4,437,812
COMMITMENTS (Note K)

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

      Common stock, par value $.0006, 175,000,000 shares authorized;
      issued and outstanding 35,612,756 at October 31, 2006                             21,315
      Additional paid-in capital                                                      5,314,629
      Accumulated deficit                                                            (8,040,104)
      Accumulated other comprehensive gain (loss)
           (Cumulative translation adjustment)                                          88,183
      Treasury Stock                                                                   (15,140)
                                                                                   -----------
           TOTAL STOCKHOLDERS' EQUITY                                               (2,631,117)
                                                                                   -----------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 1,806,695
                                                                                   ===========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       F-3
<PAGE>

SUPERCLICK, INC.
Consolidated Statements of Operations
For the Years Ended October 31, 2006 and 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Years ended
                                                                                             October 31,
                                                                                        2006            2005
                                                                                   ------------     ------------
<S>                                                                                <C>              <C>
Revenue
     Net Sales                                                                     $  2,272,013     $  2,408,072
     Services                                                                         1,674,298          797,624
                                                                                   ------------     ------------
        Net revenue                                                                   3,946,311        3,205,696
     Cost of goods sold                                                               2,282,427        2,395,515
                                                                                   ------------     ------------
     Gross profit                                                                     1,663,884          810,181

Costs and Expenses
     Selling, general & administrative                                                2,418,059        2,564,132
     Research & development                                                             282,915          151,822
     Depreciation & amortization                                                         75,349           52,841
                                                                                   ------------     ------------
     Total costs and expenses                                                         2,776,323        2,768,795

(Loss) from operations                                                               (1,112,439)      (1,958,614)

Other Income and (Expense)
     Interest income                                                                        673               --
     Interest expense                                                                  (266,378)         (48,513)
     Penalty interest on convertible debentures                                        (225,000)              --
     Loss on the sale of fixed assets                                                   (20,337)              --
     Amortization of beneficial conversion feature of convertible debentures           (292,896)         (97,632)
     Amortization of deferred financing costs                                          (161,250)         (53,750)
     Amortization of warrant discount                                                  (514,983)        (143,990)
     Derivative gain (loss)                                                             193,006          465,774
                                                                                   ------------     ------------
Total other income and (expense)                                                     (1,287,165)         121,889
NET LOSS BEFORE TAXES AND EXTRAORDINARY ITEM                                         (2,399,604)      (1,836,725)
Provision for income taxes                                                                   --               --
                                                                                   ------------     ------------
NET LOSS BEFORE EXTRAORDINARY ITEM                                                   (2,399,604)      (1,836,725)
Extraordinary loss-write-off of goodwill from acquisition                                    --       (2,447,500)
                                                                                   ------------     ------------
NET LOSS                                                                           $ (2,399,604)    $ (4,284,225)
                                                                                   ============     ============

     Net (loss) per common share basic and diluted from continuing operations      $     (0.081)    $     (0.069)
     Net (loss) per common share basic and diluted after extraordinary items       $     (0.081)    $     (0.162)
     Weighted average common shares outstanding basic and diluted                    29,755,285       26,430,822

     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                                                                    1,338,121        1,147,564
     Warrants                                                                           965,997        3,273,896
     Convertible debentures                                                          14,055,335        7,661,712
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       F-4
<PAGE>

SUPERCLICK, INC.
Consolidated Statement of Stockholder's Equity
For the Years Ended October 31, 2006, 2005 and 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            Preferred Stock                  Common Stock
                                                            ---------------  -----------------------------
                                                           Number of            Number of                      Subscribed/
                                                            Shares   Amount      Shares          Amount          Payable
                                                             -----  -----    ------------     ------------    ------------
<S>                                                             <C>   <C>      <C>            <C>             <C>
BALANCES October 31, 2004                                       --     --      24,197,002     $     14,518    $    232,000

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

Shares issued during the period:
     Shares issued for services                                 --     --       1,355,355              813              --
     Shares issued for interest payable                         --     --       4,618,993            2,772              --
     Shares issued for retirement of convertible
        debentures                                              --     --       1,158,838              695              --
     Stock options granted                                      --     --              --               --              --
Foreign currency translation adjustment                         --     --              --               --              --
Net loss profit                                                 --     --              --               --              --
                                                             -----  -----    ------------     ------------    ------------
Balances October 31, 2006                                       --     --      35,612,756     $     21,315    $         --
                                                             =====  =====    ============     ============    ============



                                                                     Deficit
                                                                   Accumulated    Accumulated
                                                  Additional       during the         Other                             Total
                                                    Paid-in      Developmental   Comprehensive      Treasury        Stockholders'
                                                    Capital           Stage       Income (loss)       Stock            Equity
                                                 ------------     ------------     ------------    ------------     ------------
BALANCES October 31, 2004                        $  1,990,268     $ (1,356,275)    $     17,644    $         --     $    898,155

Shares issued during the period:
     Shares issued for cash
         (range $0.18-$0.60 per share)                372,240               --               --              --          373,000
     Shares issued for services                        77,164               --               --              --           77,225
     Shares issued for acquisition                         --               --               --              --               --
        of Hotel Net, LLC                           1,645,850               --               --              --        1,647,500
     Stock options exercised                           25,949               --               --              --           25,980
     Treasury stock received for                           --               --               --              --               --
        cashless option exercises                          --               --               --         (25,981)         (25,981)
     Treasury stock issued for services                 8,394               --               --          10,841           19,250
     Reduction of treasury stock                           --               --               --              --               --
        issued for services                                --               --               --              --               --
     Stock options granted                            263,566               --               --              --          263,566
     Subscribed stock issued                               --               --               --              --         (232,000)
     Repayment of Hotel Net                                --               --               --              --               --
        shareholder investment                       (127,600)              --               --              --         (127,600)
     Beneficial conversion feature of                      --               --               --              --               --
        convertible debentures                        390,529               --               --              --          390,529
Foreign Currency Translation Adjustment                    --               --           48,634              --           48,634
Net loss profit                                            --       (4,284,225)              --              --       (4,284,225)
                                                 ------------     ------------     ------------    ------------     ------------
BALANCES October 31, 2005                        $  4,646,360     $ (5,640,500)    $     66,278    $    (15,140)    $   (925,967)

Shares issued during the period:
     Shares issued for services                        76,687               --               --              --           77,500
     Shares issued for interest payable               173,648               --               --              --          176,420
     Shares issued for retirement of convertible
        debentures                                     49,305               --               --              --           50,000
     Stock options granted                            368,629               --               --              --          368,629
Foreign currency translation adjustment                    --               --           21,905              --           21,905
Net loss profit                                            --       (2,399,604)              --              --       (2,399,604)
                                                 ------------     ------------     ------------    ------------     ------------
Balances October 31, 2006                        $  5,314,629     $ (8,040,104)    $     88,183    $    (15,140)    $ (2,631,117)
                                                 ============     ============     ============    ============     ============
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       F-5
<PAGE>

SUPERCLICK, INC.
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended October 31, 2006 and 2005
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Year ended October 31,

                                                        2006            2005
                                                    -----------     -----------
<S>                                                 <C>             <C>
Net Earnings (Loss)                                 $(2,399,604)    $(4,284,225)

Other Comprehensive Income (Loss)
         Derivative gain/(loss)                         193,006         465,774
         Foreign Currency Translation Adjustment         21,905          48,634
                                                    -----------     -----------

Net Comprehensive (Loss)                            $(2,184,693)    $(3,769,817)
                                                    ===========     ===========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       F-6
<PAGE>

SUPERCLICK, INC.
Consolidated Statements of Cash Flows
For the Years Ended October 31, 2006 and 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  Year Ended October 31,
                                                               ---------------------------
                                                                   2006            2005
                                                               -----------     -----------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Earnings loss                                         $(2,399,604)    $(4,284,225)
     Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation                                               75,349          52,841
         Loss on the sale of fixed assets                           20,337              --
         Compensation expense on fair market
            value of options issued                                333,535              --
         Compensation expense on intrinsic
            value of options issued                                 35,094         263,566
         Stock issued for services                                  77,500          96,475
         Amortization of beneficial conversion feature             292,896          97,632
         Amortization of warrant discount                          514,983         143,990
         Derivative gain on warrants issued with debentures       (193,006)       (465,774)
         Stock issued for accrued interest                         176,420              --
         Impairment of goodwill                                         --       2,447,500
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES: (Net of effect of acquisition)
     (Increase) decrease in current assets:
         Accounts receivable                                       374,780         430,405
         Other receivables                                         124,459        (188,532)
         Prepaid expenses                                          185,122         (13,562)
         Inventory                                                  26,623         295,163
         Other assets                                               40,648
     Increase (decrease) in current liabilities:
         Accounts payable and accrued expenses                    (156,336)       (390,266)
         Accrued Payroll                                            73,020          43,399
         Accrued other                                             (27,412)         18,692
         Deferred revenue                                          632,265        (385,919)
                                                               -----------     -----------
         CASH USED FOR OPERATING ACTIVITIES                        206,673      (1,838,615)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of furniture and equipment                    (20,476)       (180,361)
                                                               -----------     -----------
         CASH USED FOR INVESTING ACTIVITIES                        (20,476)       (180,361)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Sale of common stock                                           --         141,000
         Capital investment repayment                                   --        (127,600)
         Payment of related party notes payable                         --        (299,810)
         Increase in relatedparty notes payable                     21,000
         Proceeds from convertible debenture                            --       2,250,000
         Proceeds from loans                                            --          46,669
         Repayment of loans                                         (9,040)           (722)
         Penalty interest on convertible debenture                 225,000              --
                                                               -----------     -----------
         CASH USED FOR FINANCING ACTIVITIES                        236,960       2,009,537

     EFFECT OF EXCHANGE RATE CHANGES ON CASH                          (675)         31,398
NET INCREASE (DECREASE) IN CASH                                    422,482          21,959
CASH, beginning of period                                          497,438         475,479
                                                               -----------     -----------
CASH, end of period                                            $   919,920     $   497,438
                                                               ===========     ===========

     Taxes paid                                                $        --     $     4,250
     Interest paid                                             $    10,693     $        --
Other non-cash investing and financing activities:
     Shares issued for services                                $    77,500     $    96,475
     Shares issued for accrued interest                        $   176,420     $        --
     Shares issued for debt retirement                         $    50,000     $        --
     Shares issued for acquisition                             $        --     $ 1,647,500
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       F-7
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

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

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

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


                                       F-8
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Concurrent with the reverse merger of Superclick, Inc. with Superclick Networks,
Inc, the Company retroactively affected a 1 to 100 common stock split and
retroactively assigned $0.0006 par value to common stock where no value had been
previously stated. All share and per share amounts shown in these financial
statements reflect the stock split for all periods presented.

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

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

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

Summary of Significant Accounting Principles

Principles of consolidation

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


                                       F-9
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Accounting estimates

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

Cash and cash equivalents

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

Accounts receivable

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

Inventories

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

Property and equipment

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


                                      F-10
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Property and Equipment (Continued)

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

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

Long-lived assets

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

Revenue recognition policy

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

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


                                      F-11
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Revenue Recognition Policy (Continued)

customer acceptance and satisfying the other applicable conditions of the above
described accounting policy.

Shipping and handling costs

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

Advertising

The Company expenses all advertising as incurred. For the years ended October
31, 2006 and 2005, the Company incurred approximately $76,767 and $45,531,
respectively in marketing and advertising expense.

Loss per common share

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

Issuance of common stock

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

Income taxes

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


                                      F-12
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Income Taxes (Continued)

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

Impact of accounting standards

In December 2004, the FASB issued a revision to SFAS 123 (revised 2004),
Share-Based Payment. The revision requires all entities to recognize
compensation expense in an amount equal to the fair value of share-based
payments granted to employees. The statements eliminate the alternative method
of accounting for employee share- based payments previously available under APB
25. The provisions of SFAS 123R are effective as of the first interim period
that begins after June 15, 2005. Accordingly, the Company has implemented the
revised standard in the second quarter of fiscal year 2006 (See Note N).

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

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


                                      F-13
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Impact of accounting standards (Continued)

provisions should be followed. The Company has no transactions that would be
subject to SFAS 154.

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

a. Permits fair value re-measurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation;

b. Clarifies which interest-only strips and principal-only strips are not
subject to the requirements of Statement 133;

c. Establishes a requirement to evaluate interests in securitized financial
assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring
bifurcation;

d. Clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives;

e. Amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument.

This Statement is effective for all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September
15, 2006. The fair value election provided for in paragraph 4 of this Statement
may also be applied upon adoption of this Statement for hybrid financial
instruments that had been bifurcated under paragraph 12 of Statement 133 prior
to the adoption of this Statement. Earlier adoption is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued
financial statements, including financial


                                      F-14
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Impact of accounting standards (Continued)

statements for any interim period for that fiscal year. Provisions of this
Statement may be applied to instruments that an entity holds at the date of
adoption on an instrument-by-instrument basis. The Company does not believe that
this recent accounting pronouncement will have a material impact on their
financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156 ("FAS 156"), "Accounting for
Servicing of Financial Assets--An Amendment of FASB Statement No. 140." Among
other requirements, FAS 156 requires a company to recognize a servicing asset or
servicing liability when it undertakes an obligation to service a financial
asset by entering into a servicing contract under certain situations. Under FAS
156 an election can also be made for subsequent fair value measurement of
servicing assets and servicing liabilities by class, thus simplifying the
accounting and provide for income statement recognition of potential offsetting
changes in the fair value of servicing assets, servicing liabilities and related
derivative instruments. The Statement will be effect beginning the first fiscal
year that begins after September 15, 2006. The Company does not believe that
this recent accounting pronouncement will have a material impact on their
financial position or results of operations.

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

In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and
132(R)" ("SFAS 158"). This statement requires balance sheet recognition of the
funded status, which is the difference between the fair value of plan assets and
the benefit obligation, of pension and postretirement benefit plans as a net
asset or liability, with an offsetting adjustment to the accumulated other
comprehensive income in shareholders' equity. In addition, the measurement date,
the date at which plan assets


                                      F-15
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Impact of accounting standards (Continued)

and the benefit obligation are measured, is required to be the company's fiscal
year end. The Company currently is evaluating the Statement to determine what
impact, if any, it will have on the Company.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. For the year
ended October 31, 2006, three customers individually accounted for 45% (19%, 14%
and 12%) of accounts receivable. For the year ended October 31, 2005, three
customers individually accounted for 71% (37%, 22% and 12%) of accounts
receivable.

During the year ended October 31, 2006, the Company's largest customer accounted
for 12% of sales. During the year ended October 31, 2005, the Company's two
largest customers accounted for 55% (48% and 7%) of sales.

For the year ended October 31, 2006 and 2005, approximately 25% and 42%,
respectively of the Company's net sales were made to customers outside the
United States.

The Company has been dependent on third-party equipment manufacturers,
distributors, dealers, and contractors for all of its supply of communications
equipment. For the years ended October 31, 2006 and 2005, the Company's four and
five largest suppliers accounted for 53% and 36% of product and service
purchases, respectively. The Company is dependent on the ability of its
suppliers to provide products and services on a timely basis and on favorable
pricing terms.

The loss of certain principal suppliers or a significant reduction in product
availability from principal suppliers could have a material adverse effect on
the Company.

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

Disclosure about Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at
October 31, 2006, 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


                                      F-16
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

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

Disclosure about Fair Value of Financial Instruments (Continued)

amounts have been determined by the Company using available market information
and appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop the estimates of fair value, and
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.

Foreign Currency Translation

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

Research and development

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

NOTE B - ACCOUNTS RECEIVABLE

The accounts receivable balance of $470,557 as of October 31, 2006 is reported
net of an allowance for doubtful accounts of $267,395.

NOTE C - INVENTORY

Inventory is comprised of computer equipment and stated at the lower of cost or
market, as determined using the first in, first out method. The following table
represents the major components of inventory at October 31, 2006.

                    Computer equipment       $  90,471
                                             ---------
                                             $  90,471
                                             =========


                                      F-17
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE D - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at October 31, 2006:

Computer hardware             $ 173,995
Furniture & fixtures            131,636
Computer software                90,083
Leasehold improvements           31,283
Fabrication mold and dye         20,264
                              ---------
                                447,261
Accumulated depreciation       (196,194)
                              ---------
Fixed assets, net             $ 251,067
                              =========

During the year ended October 31, 2006, the Company received no proceeds on the
disposal of office equipment and furniture whose historical cost was $31,446.
The disposal resulted in a write-down in accumulated depreciation of $5,309, and
a loss of $20,337.

Depreciation expense for the year ended October 31, 2006 and 2005 was $75,349
and $52,841, respectively.

NOTE E - ACCOUNTS PAYABLE

Accounts payable at October 31, 2006 consisted of $644,177 in trade payables and
$23,270 related to professional fees.

NOTE F - INTEREST PAYABLE

Interest is accrued on the debts of the Company for the $2,425,000 of
outstanding convertible debentures (See Note J) and $371,000 due to the former
shareholders of Hotel Net LLC (See Note I). As of October 31, 2006, the Company
had payable $15,164 and $8,325 to the holders of the convertible debentures and
former shareholders of Hotel Net LLC, respectively.

NOTE G - ACCRUED PAYROLL

Accrued payroll consisted of $95,258 of accrued wages and $35,040 of accrued
vacation payable.


                                      F-18
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE H - DEFERRED REVENUE

Deferred revenue consists of funds received in advance of services being
performed. As of October 31, 2006, the deferred revenue balance of $781,547
consisted of $700,525 related to support and maintenance (described below) and
$81,022 related to customer deposits for future hardware installations.

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

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

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

The notes matured on January 1, 2006. The notes were canceled and replaced with
new notes that accrue interest at the rate of nine percent (9%) per annum and
mature January 1, 2007. $21,000 of accrued interest on the former notes was
added to the principle of the new notes. Therefore, the new balance for notes
payable at October 31, 2006 is $371,000. For the year ended October 31, 2006 and
2005, the Company recognized $29,325 and $0, respectively of interest expense on
these notes, which is reflected in interest payable.

NOTE J - CONVERTIBLE DEBENTURE

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

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


                                      F-19
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE J - CONVERTIBLE DEBENTURE (Continued)

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

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

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

In connection with the transaction, we entered into a registration rights
agreement. Pursuant to the terms of the Registration Rights Agreement, within
thirty calendar days following the initial closing date, or September 1, 2005,
the Company was required to file with the Securities and

Exchange Commission a registration statement under the Securities Act of 1933,
as amended, covering the resale of all of the common stock the convertible
debenture would be converted into which is at least equal to two hundred percent
(200%) of the number of shares into which the Debentures and all interest
thereon through the second anniversary of the initial closing date would be
convertible based on an assumed Conversion Price of $0.30 per share and the
common stock underlying the warrants.

The Registration Rights Agreement further provides that if a registration
statement is not filed, or does not become effective, within 100 days from the
initial closing date, then in addition to any other rights the holders may have,
the Company would be required to pay each holder an amount in cash, as
liquidated damages, equal to an aggregate five percent (5%) of the purchase
price of the debentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for
days 61-75). We filed an SB-2 with the SEC on September 15, 2005 effectively
registering 19,215,997 shares of common


                                      F-20
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE J - CONVERTIBLE DEBENTURE (Continued)

stock of which 18,150,000 relates to the conversion of principle and interest of
the convertible debenture and 965,997 relates to the exercise of warrants issued
in connection with the convertible debenture. The SEC declared the registration
of shares underlying the debentures effective within the allowed time on
December 12, 2005.

The issuance costs related to the convertible debentures of approximately
$215,000 in cash were capitalized and are being amortized over the life of the
debt. For the year ended October 31, 2006 and 2005, the Company recognized
$161,250 and $53,750, respectively as other expense related to the amortization
of the issuance costs.

Pursuant to Paragraph 14 of EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the
warrants issued in connection with the convertible debentures meet the
requirements of and are accounted for as a liability since the warrants contain
registration rights where significant liquidated damages would be required to be
paid to the holder in the event the Company failed to receive an effective
registration, and the cashless exercise feature of the warrants and variable
exercise price which support the notion of net-cash settlement and treatment of
the warrants as a liability. The initial value of the warrants was treated as a
discount to the debenture and recorded as a liability. The Company calculated
the initial value of the warrants on the closing date of the transactions as
being $658,973 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term 5 years, exercise price $.5949, volatility
175%, risk free rate 4.32%, and zero dividend yield. Using the Black-Scholes
option-pricing method, the value of the warrants is reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise of each of the warrants, the related liability is
removed by recording an adjustment to additional paid-in-capital. The warrants
had a value of $193,199 at October 31, 2005 and the company recognized a
derivative gain of $465,774 from the initial value date to October 31, 2005. As
of October 31, 2006, the value of the warrants was reassessed using the
Black-Scholes option-pricing model using the following assumptions: expected
term 3.75 years, exercise price $.30, Spot price $.050, volatility 34%, risk
free rate 4.61%, and zero dividend yield. The warrants have a value of $193.00
at October 31, 2006. For the year ended October 31, 2006, the company recognized
a derivative gain of $193,006. The initial discount of $658,973 to the debenture
was amortized over the term of the debenture, or twelve (12) months and
calculated based upon the effective interest method. During the year ended
October 31, 2006, and 2005, the Company recognized $514,983 and $143,990,
respectively, in non-cash interest expense related to the warrant discount.

The Company determined that the $1.75 million debenture was issued with a
beneficial conversion feature ("BCF") due to the conversion price ($.5949) being
less than the closing stock price ($.79) on the date of issuance, and the
conversion feature being in-the-money.


                                      F-21
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE J - CONVERTIBLE DEBENTURE (Continued)

Conversely, on the issuance date of the $0.5 million debenture the conversion
feature was not in-the-money and no BCF was recognized. Thus, pursuant to EITF
00-27, 27, Application of Issue No. 98-5 to Certain Convertible Instruments, the
BCF has been determined based on the gross debenture amount less the portion
attributable to the warrants described above, and recorded as a discount to
reduce the carry value of the debenture and increase additional-paid-in-capital
at its fair value of $390,529 on the date of issuance as determined using the
intrinsic value method. The discount will be amortized to interest expense over
the life of the debenture. The company has recognized $65,088 in non-cash
interest expense attributable to the amortization of this discount through
October 31, 2005. For the year ended October 31, 2006, the company recognized
$292,896 in non-cash interest expense attributable to the amortization of this
discount.

During August 2006 the debentures matured. As a penalty, pursuant to the
debenture agreements, the amount due on the convertible debentures was increased
by 10% for the unpaid portion, or $225,000. In addition, the interest rate
charged on the principle balance increased to 12% from 9% per annum.

During October 2006, the company retired $50,000 of debenture principle in
exchange for the issuance of 1,158,838 shares of common stock (See Note L).

During the years ended October 31, 2006 and 2005, the Company incurred $225,781
and $48,514 in interest expense related to the convertible debentures. No
interest was paid in 2005. During 2006, the Company made cash payments of
$82,711, issued 4,618,993 shares of common stock in exchange for $176,420 of
accrued interest and maintains $15,164 of accrued interest payable as of October
31, 2006.

NOTE K - COMMITMENTS

On October 1, 2004 the Company began a lease for office space. The lease extends
through September 30, 2009 at a rate of $4,082 per month. The Company has also
entered into non-cancelable operating leases for office equipment and computers
at monthly payments of $634.


                                      F-22
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE K - COMMITMENTS (Continued)

Future lease payments under these operating leases are as follows:

                        Year Ended October 31,
                        2007                      55,011
                        2008                      52,937
                        2009                      48,525
                        2010                          --
                                                --------
                                                $156,473
                                                ========

During the year ended October 31, 2006, the Company incurred $64,514 and $65,980
in rent expense.

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

NOTE L - PREFERRED AND COMMON STOCK

Private Placement and Warrant Activity

During the year ended October 31, 2005, 100,000 "A" Warrants were exercised
resulting in gross proceeds of $60,000. 2,099,999 "A" Warrants were unexercised
as of October 31, 2005 (See Note M).

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

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


                                      F-23
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE L - PREFERRED AND COMMON STOCK (Continued)

Stock issued for Services

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

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

Stock Options

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

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

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

During the year ended October 31, 2006, 111,667 options were canceled due to
employee terminations, 376,250 options were exchanged for new options, and
15,523,750 shares were granted and no options were exercised. The Company
granted 15,900,000 fully vested options to employees on October 30, 2006. Each
option's strike price is equal to the closing price of the stock on the date of
grant, or $.05. Pursuant to SFAS 123r, Share-Based Payment, the company
recognized expense of $277,875 related to this grant as calculated using the
Black Scholes Option Pricing Model. Of the 15,900,000 grants, 376,250 represent
new shares issued in place of previously granted shares which were deeply
out-of-the-money and cancelled in conjunction with the issuance of the new
grants. The 376,250 options exchanged for new, lower priced options was treated
as a repricing pursuant to SFAS 123r, Share-Based Payment, and resulted in the
Company recognizing expense of $6,735, which represented the difference in fair
value of the new options over the repriced options as calculated using the Black
Scholes Option Pricing Model.


                                      F-24
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE M - WARRANTS

At October 31, 2006 the Company had 2,099,999 "A" Warrants and 965,997 warrants
related to convertible debentures outstanding entitling the holder thereof the
right to purchase one common share for each warrant held as follows:

                                             Exercise
      Warrant             Number of          Price Per             Expiration
       Class               Warrants           Warrant                 Date
  ---------------   ---------------      ---------------        ---------------

         A                   55,555            $ 0.60                4/14/07
         A                  100,000            $ 0.60                4/19/07
         A                  444,444            $ 0.60                4/19/07
         A                  100,000            $ 0.60                4/23/07
         A                  200,000            $ 0.60                4/29/07
         A                  100,000            $ 0.60                4/29/07
         A                  100,000            $ 0.60                 5/7/07
         A                  200,000            $ 0.60                5/10/07
         A                  100,000            $ 0.60                5/12/07
         A                  100,000            $ 0.60                5/17/07
         A                  100,000            $ 0.60                5/24/07
         A                   11,000            $ 0.60                5/24/07
         A                  100,000            $ 0.60                 6/2/07
         A                  100,000            $ 0.60                6/16/07
         A                   89,000            $ 0.60                6/17/07
         A                  200,000            $ 0.60                3/30/08
                    ---------------
   Subtotal               2,099,999

   Debenture                735,370      >or=to $0.30              7/31/2010
   Debenture                230,627      >or=to $0.30              8/17/2010
                    ---------------
   Subtotal                 965,997
                    ---------------
   Total                  3,065,996
                    ===============

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

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


                                      F-25
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE N - STOCK INCENTIVE PLAN

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

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

During the year ended October 31, 2006, the Board of Directors authorized an
increase in the shares allotted under the Plan to 30,000,000 shares. Also,
during fiscal year 2006, 111,667 options were canceled due to employee
terminations, 376,250 options were exchanged for new options, 15,523,750 shares
were granted and no options were exercised. The balance of options outstanding
at the end of the year was 16,732,148. The Company granted 15,900,000 fully
vested options to employees on October 30, 2006. Of these grants, 376,250
represent new shares issued in place of previously granted shares which were
deeply out-of-the-money and cancelled in conjunction with the new grants. Each
option's strike price is equal to the closing price of the stock on the date of
grant, or $.05.

The Company has recorded compensation expense of $767,017 through October 31,
2006.

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.


                                      F-26
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE N - STOCK INCENTIVE PLAN (Continued)

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 years ended October 31, 2006 and 2005, the Company awarded 1,355,355
and 102,067 restricted shares of its common stock to directors totaling $77,500
and $77,225, respectively.

The following table summarizes the Company's stock option activity for the year
ended October 31, 2006:

                                                   2006
                                        -----------------------------
                                                     Weighted Average
                                           Shares     Exercise Price
                                        -----------  ----------------

Outstanding at beginning of period        1,460,481       $0.52
Granted                                  15,900,000        0.05
Forfeited                                  (628,333)       0.52
Exercised                                        --          --
                                        -----------       -----
Outstanding at end of year               16,732,148       $0.07
                                        -----------       -----

Options exerciseable at year end         16,732,148          --
                                        ===========


                                      F-27
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE N - STOCK INCENTIVE PLAN (Continued)

The following table summarizes information about the Company's stock options
outstanding at October 31, 2006:

<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               2006        Life (years)             Price             Outstanding              Price
                   ----------      ----------            ----------           ----------            ----------
<S>                <C>              <C>                  <C>                  <C>                   <C>
$   0.50              664,856              --            $     0.50              664,856            $     0.50
    0.65              137,500              --                  0.65              137,500                  0.65
    0.60               29,792              --                  0.60               29,792                  0.60
    0.05           15,900,000              --                  0.05           15,900,000                  0.05
                   ----------      ----------            ----------           ----------            ----------
Total              16,732,148              --            $     0.07           16,732,148            $     0.07
                   ==========      ==========            ==========           ==========            ==========
</TABLE>

During 2006, the Company adopted Statement of Financial Accounting Standards No.
123 (revised 2004), Share-Based Payment ("SFAS 123r") using the Modified
Prospective Method ("MPA"). Previously, the Company accounted for stock options
utilizing the intrinsic value method for fixed awards under the provisions of
Accounting Principles Board (APB) Opinion No. 25 (APB 25), Accounting for Stock
Issued to Employees. Under SFAS 123r, the Company measures the fair market value
of stock options granted using the Black-Scholes Option Pricing Model on the
date of grant and recognizes related compensation expense ratably over the
options vesting period for all future grants. The Company is not required to
make a cumulative effect adjustment as a result of adopting the MPA of SFAS
123r. The Company also estimates the amount of forfeitures or the amount of
options that will be canceled in the future. During the year ended October 31,
2006, the Company recognized compensation expense of $394,313 and forfeitures of
$25,684.

NOTE O - NET OPERATING LOSS CARRY FORWARD

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At October 31, 2006 a
valuation allowance for the full amount of the net deferred tax asset was
recorded because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation


                                      F-28
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE O - NET OPERATING LOSS CARRY FORWARD (Continued)

allowance increased by approximately $312,500 and $1,587,700 for the year ended
October 31, 2006 and 2005, respectively, assuming a tax rate of 40%.

                     United States Corporation Income Taxes
        ----------------------------------------------------------------
        Year of Loss                 Amount            Expiration Date
        -----------------  -----------------           -----------------
        October 31, 2006           $2,037,748          October 31, 2026
        October 31, 2005            4,184,331          October 31, 2025
        October 31, 2004              898,697          October 31, 2024
        October 31, 2003               53,638          October 31, 2023
        December 31, 2002              80,395          December 31, 2022
        December 31, 2001              91,564          December 31, 2021
        December 31, 2000              88,027          December 31, 2020
        December 31, 1999              18,936          December 31, 2019
                            -----------------
                            $       5,415,588
                            =================

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

                      Canadian Income Taxes (Stated in CAD)
          ------------------------------------------------------------
          Year of Loss                Amount          Expiration Date
          ----------------  ----------------          ----------------
          October 31, 2006          $280,849          October 31, 2013
          October 31, 2005           481,617          October 31, 2012
          October 31, 2004            45,462          October 31, 2011
          October 31, 2003             5,322          October 31, 2010
          October 31, 2002           350,910          October 31, 2009
          October 31, 2001            24,879          October 31, 2008
                            ----------------
                            $      1,189,039
                            ================

At October 31, 2006 a valuation allowance for the full amount of the net
deferred tax asset generated during that year was recorded because of
uncertainties as to the amount of taxable income that would be generated in
future years.

Although the Company continues to receive deferred tax credits from Revenue
Canada associated with its research and development activities, the Company
fully allowed for the credits resulting from these activities in fiscal years
October 31, 2005 and 2006.


                                      F-29
<PAGE>

SUPERCLICK, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31 2006 AND 2005
--------------------------------------------------------------------------------

NOTE O - NET OPERATING LOSS CARRY FORWARD (Continued)

The Company receives reimbursement of research and development activities from
Revenue Canada beyond the tax credits described above. As of October 31, 2006,
the Company has recognized $44,852 as a receivable for those research and
development activities.

NOTE P - RELATED PARTY TRANSACTION

Mr. Pitcher, Chairman of the Company, provides consulting services to the
Company in exchange for monthly compensation of $2,500 and related expenses.
During the year ended October 31, 2006, Mr. Pitcher received $47,885.

NOTE Q - 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 R - SUBSEQUENT EVENTS

In November, the Company issued 1,548,906 shares of common stock in exchange for
$38,000 of principle and $28,803 of accrued interest related to the convertible
debentures.


                                      F-30