SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-KSB/A**


(Mark
      One)




x
            Annual
                report pursuant to section 13 or 15(d) of the Securities Exchange
                Act of
                1934 [*Fee
                Required*]
                for the fiscal year ended October 31, 2006 oro
            Transition
                report pursuant to section 13 or 15(d) of the Securities Exchange
                Act of
                1934 [*No
                Fee Required*]
                for the transition period from _________ to
                _________.





Commission
      File No. 333-31238





**SUPERCLICK,
      INC.**


(Exact
      name of registrant as specified in its charter)




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




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  o




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




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 o   NO  x










**EXPLANATORY
      NOTE**





This
      Amendment on Form 10-KSB/A to Superclick, Inc. (the "Company" or the
      "Registrant") Annual Report on Form 10-KSB for the year ended October 31, 2006
      (the "Original Filing") which was filed with the Securities and Exchange
      Commission on January 30, 2007, is being filed to amend the Original Filing
      as
      follows:





x Item
      5. Market
      for Common Equity and Related Stockholder Matters. Update to reflect restated
      financial statements for Stock Options footnote revisions.





x Item
      6.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations. Update results of Company’s operations to reflect restated financial
      statements.





x Item
      7. Financial Statements. To
      restate the financials for the year ended October 31, 2006 and 2005 to 1)
      reclassify $2,575,100 of extraordinary loss-write-off of goodwill from
      acquisition in the Statement of Operations for the year ended October 31, 2005
      to Costs and Expenses pursuant to SFAS 142, paragraph 43; 2) eliminate the
      derivative gain/(loss) in the Consolidated Statement of Comprehensive Income
      for
      fiscal year 2006 and 2005; 3) reclassify the $225,000 penalty interest on
      convertible debenture from cash flows from financing activities to cash flows
      from operating activities; 4) revise Footnote N - STOCK INCENTIVE PLAN to
      include all the information required by SFAS 123r, paragraphs 64 and 84; 5)
      Increase additional paid in capital for $127,600 of repayment of Hotel Net
      LLC
      (fiscal year 2005 acquisition) shareholders and increase the goodwill impairment
      loss, and 6) Increase accumulated deficit and accounts payable by $73,700 in
      the
      Consolidated Balance Sheet related to a cumulative effect adjustment for fiscal
      years 2005 ($41,068) and 2004 ($32,632) for Canadian Provincial Research and
      Development Tax Credits.





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









TABLE
      OF
      CONTENTS




ITEM
                  NUMBER AND CAPTION
              
              
              PAGEForward-Looking
                  Statements
              
              
              1PART
                  I1.
                  Description of Business
              
              
              22.
                  Description of Property
              
              
              103.
                  Legal Proceedings
              
              
              114.
                  Submission of Matters to a Vote of Security Holders
              
              
              11PART
                  II5.
                  Market for Common Equity and Related Stockholder Matters
              
              
              116.
                  Management's Discussion and Analysis of Financial Condition and
                  Results of
                  Operations
              
              
              167.
                  Financial Statements
              
              
              258.
                  Changes in and Disagreements with Accountants on Accounting and
                  Financial
                  Disclosure
              
              
              258A.
                  Controls and Procedures
              
              
              25PART
                  III9.
                  Directors, Executive Officers, Promoters and Control Persons; Compliance
                  with Section 16(a) of the Exchange Act
              
              
              2610.
                  Executive Compensation
              
              
              2811.
                  Security Ownership of Certain Beneficial Owners and Management
                  and Related
                  Stockholder Matters
              
              
              3112.
                  Certain Relationships and Related Transactions
              
              
              3213.
                  Exhibits and Reports on Form 8-K
              
              
              3314.
                  Principal Accountant Fees and Services
              
              
              36









**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




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. SIMSTM is Linux-based software, typically referred to as
      Visitor-Based Networking (VBN) software, which manages the provisioning and
      administration of Internet access over private and local area networks (“LANS”).





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





*Business
      Model*





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




2




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




**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




**Risks
      Related To Our Business:**





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





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





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


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


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


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


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


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


·
            reductions
                in the prices of services offered by competitors.





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




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





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





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




5




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:





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


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


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


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


·
            the
                extent of competitors' responsiveness to customer needs.





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





*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.*




6




International
      operations create special risks, including:





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


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


·
            cultural
                differences that adversely affect utilization;


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


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


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


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


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





*If
      we
      and/or our product offerings fail to perform effectively 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.




7




*There
      are risks associated with our planned growth.*





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





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





·
            discuss
                our future expectations;


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


·
            state
                other "forward-looking" information.





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





*Due
      to 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.




8




**Risks
      Relating To Our Common Stock:**





*There
      is a limited market for our common stock.*





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





*Shareholders
      may suffer dilution upon the exercise of outstanding options 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




**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
                  CurrentLocation
              
              Square
                  Feet
              
              Expires
              
              Monthly
                  Rent10222
                  Boul. St-Michel
                Suite
                  300
                Montreal,
                  Quebec H1H 5H1
                Canada
              
              6,750
                  sq. ft.
              
              Sept.
                  30, 2009
              
              US$4,08211995
                  El Camino Real
                Suite
                  301
                San
                  Diego, CA 92130
              
              N/A
                  - Executive Svc.
              
              Month-to-Month
              
              US$60.00




**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.


10




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





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




**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**





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





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




Low
              
              
              High2005First
                  Quarter
              
              $
              .75
              
              $
              .93Second
                  Quarter
              
              $
              .75
              
              $
              1.10Third
                  Quarter
              
              $
              .60
              
              $
              1.02Fourth
                  Quarter
              
              $
              .19
              
              $
              .792006First
                  Quarter
              
              $
              .07
              
              $
              .22Second
                  Quarter
              
              $
              .08
              
              $
              .15Third
                  Quarter
              
              $
              .03
              
              $
              .09Fourth
                  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.




11




**Dividends**





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





**Transfer
      Agent**





The
      Transfer Agent and Registrar for 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**





*The
      2004 Incentive Stock Option Plan*





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, 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 and valued the options utilizing the Black Scholes
      Option Pricing Model with the following inputs: Risk-free interest rate 4.67%,
      Volatility 37% (here we used the standard deviation of closing share prices
      from
      November 1, 2002 through October 30, 2006, or 4 years), duration of 4 years,
      strike price of $.05 and spot price of $.05, which yielded a per share fair
      market value of $.0179. 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 new grants. The Company recognized
      $285,078 of compensation expense related to the 15,900,000 grants and $83,551
      for previously granted options bringing the total recognized option related
      compensation expense for the fiscal year ended October 31, 2006 to $368,629.
      The
      Company has recorded compensation expense of $767,017 through October 31, 2006.




12




The
      total
      intrinsic value of options exercised during the years ended October 31, 2006
      and
      2005 was $0 and $45,306. As of October 31, 2006, there were no unvested options.





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




2006Weighted
                  AverageShares
              
              Exercise
                  PriceOutstanding
                  at beginning of period
              
              
              1,460,481
              
              $
              0.52Granted
              
              
              15,900,000
              
              
              0.05Forfeited
              
              
              (628,333
              )
              
              0.52Exercised
              
              
              —
              
              
              —Outstanding
                  at end of year
              
              
              16,732,148
              
              $
              0.07Options
                  exerciseable at year end
              
              
              16,732,148




*2004
      Superclick, Inc. Non-Employee Director's Stock Incentive
      Plan*





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





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.




13




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.





**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.





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.




14




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.




15




**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:




ExerciseWarrant
                
                Number
                    of
                
                Price
                    Per
                
                ExpirationClass
                
                Warrants
                
                Warrant
                
                DateA
                
                
                55,555
                
                $
                0.60
                
                
                4/14/07A
                
                
                100,000
                
                $
                0.60
                
                
                4/19/07A
                
                
                444,444
                
                $
                0.60
                
                
                4/19/07A
                
                
                100,000
                
                $
                0.60
                
                
                4/23/07A
                
                
                200,000
                
                $
                0.60
                
                
                4/29/07A
                
                
                100,000
                
                $
                0.60
                
                
                4/29/07A
                
                
                100,000
                
                $
                0.60
                
                
                5/7/07A
                
                
                200,000
                
                $
                0.60
                
                
                5/10/07A
                
                
                100,000
                
                $
                0.60
                
                
                5/12/07A
                
                
                100,000
                
                $
                0.60
                
                
                5/17/07A
                
                
                100,000
                
                $
                0.60
                
                
                5/24/07A
                
                
                11,000
                
                $
                0.60
                
                
                5/24/07A
                
                
                100,000
                
                $
                0.60
                
                
                6/2/07A
                
                
                100,000
                
                $
                0.60
                
                
                6/16/07A
                
                
                89,000
                
                $
                0.60
                
                
                6/17/07A
                
                
                200,000
                
                $
                0.60
                
                
                3/30/08Subtotal
                
                
                2,099,999Debenture
                
                
                735,370
                
                
                >or=to
                    $0.30
                
                
                7/31/2010Debenture
                
                
                230,627
                
                
                >or=to
                    $0.30
                
                
                8/17/2010Subtotal
                
                
                965,997Total
                
                
                3,065,996




**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.





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


·
              February
                  2, 2006Fairmont Hotels & Resorts selects Superclick to further enhance its
                  technology support for guests by outsourcing their 25,800 rooms
                  to our
                  help desk.
 
 ·
              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.
 
 ·
              June,
                  2006, Intercontinental Hotels selects Superclick as the HSIA and
                  IP
                  Management solution for the Intercontinental Boston Hotel
                  project.


17
 
  ·
                June,
                    2006, the first generation beta of MDS was launched in 60 hotels.
                    This
                    beta was to collect user traffic and impression
                    count.
 
 ·
                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.
 
 ·
                July
                    2006, we deployed MDS to improve hotel portal
                    exposure.
 
 ·
                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.
 
 ·
                September
                    2006, we installed our HSIA solution in two major hotels situated
                    in the
                    Dominican Republic with Intercontinental and the Catalogna
                    group.
  ·
                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.




***Revenue
      Recognition***





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





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.




18





***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.





***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.




19





***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
                  DateOctober
                  31, 2006
              
              $
              781,183
              
              
              October
                  31, 2026October
                  31, 2005
              
              
              3,969,331
              
              
              October
                  31, 2025October
                  31, 2004
              
              
              898,697
              
              
              October
                  31, 2024October
                  31, 2003
              
              
              53,638
              
              
              October
                  31, 2023December
                  31, 2002
              
              
              80,395
              
              
              December
                  31, 2022December
                  31, 2001
              
              
              91,564
              
              
              December
                  31, 2021December
                  31, 2000
              
              
              88,027
              
              
              December
                  31, 2020December
                  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.





*Canadian
      Income Taxes (Stated in CDN$)*


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




20




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.




***Selling,
      General and Administrative***





For
      the
      years ended October 31, 2006 and 2005, selling, general and administrative
      expenses were $2,418,059 and $2,605,200, respectively. The $187,141 or 7.2%
      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.




21




***Write-off
      of Goodwill From Acquisition***





During
      the year ended October 31, 2005, the Company wrote-off $2,575,100, or the entire
      balance of goodwill associated with the acquisition of Hotel Net, LLC based
      on
      an impairment analysis.





***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 $4,574,782 or 142.7%, respectively, a $3,462,343
      or
      75.7% improvement. Excluding non-cash SG&A expenses and the write-off of
      goodwill for the years ended October 31, 2006 and 2005 of $466,466 and
      $2,935,141 respectively, the loss from operations was $645,973 for the year
      ended October 31, 2006 compared to a loss of $1,639,641 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.





***Net
      Loss***





The
      net
      loss for the years ended October 31, 2006 and 2005 was $2,399,604 and $4,452,893
      respectively. The favorable variance was entirely due to the 2005 extraordinary
      loss of $2,575,100 for the write down of our investment and goodwill in Hotel
      Net, LLC.




22





**FINANCIAL
      CONDITION**





From
      inception to October 31, 2006, we incurred an accumulated deficit of $8,241,404,
      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
      $431,673.





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





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.




23





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 Montréal office.





*Operating
      lease obligations:* Operating
      lease obligations consist of office rental commitment for our offices in
      Montréal, Québec, Canada. On October 1, 2004 we began a lease for office space
      in Montréal. 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
              
              
              55,0112008
              
              
              52,9372009
              
              
              48,5252010
              
              
              n/a$
              156,473




***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.




24





**ITEM
      7. FINANCIAL STATEMENTS**





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








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





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





**ITEM
      8A. CONTROLS AND PROCEDURES**





(a)
            Evaluation
                of disclosure controls and procedures





As
      required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
      under the supervision and participation of our management, including the
      Company’s 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-KSB/A.





(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.




25




**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
              
              PositionTodd
                  M. Pitcher
              
              38
              
              Chairman
                  of the BoardSandro
                  Natale
              
              38
              
              CEO,
                  President and DirectorJean
                  Perrotti
              
              44
              
              CFO
                  and Principal Accounting OfficerPaul
                  Gulyas
              
              49
              
              DirectorGeorge
                  Vesnaver
              
              49
              
              DirectorChirag
                  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.





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.




26





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.





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.




27




**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.


**SUMMARY
                  COMPENSATION TABLE**
  Long
                  Term CompensationAnnual
                  Compensation
              
              Awards
              
              Payouts(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)Name
                  and Principle Position
              
              Year
              
              Salary
                  ($)
              
              Bonus
                  ($)
              
              Other
                  Annual Compensation ($)
              
              Restricted
                  Stock Award(s) ($)
              
              Securities
                  Underlying Options/SARs (#)
              
              LTIP
                  Payouts ($)
              
              All
                  Other Compensation ($)Sandro
                  Natale, CEO
              
              
              2006
                2005
                2004
              
              $
                $
                $
              143,787
                141,391
                75,000
              
              
              —
                —
                —
              
              
              —
                —
                —
              
              
              —
                —
                —
              
              
              4,500,000
                —
                —
              
              
              —
                —
                —
              
              
              —
                —
                —John
                  Glazik, former CEO
              
              
              2006
                2005
                2004
              
              $
              —
                —
                90,000
              
              $
              —
                —
                10,000
              
              
              —
                —
                —
              
              
              —
                —
                —
              
              
              —
                —
                884,784
              
              
              —
                —
                —
              
              
              —
                —
                —Jean
                  Perrotti, CFO
              
              
              2006
                2005
                2004
              
              $
              103,365
                —
                —
              
              $
              32,065
                —
                —
              
              
              —
                —
                —
              
              
              —
                —
                —
              
              
              3,000,000
                —
                —
              
              
              —
                —
                —
              
              
              —
                —
                —




28




**Option/SAR
                  Grants in Last Fiscal Year****Individual
                  Grants**
  Name
              
              Number
                  of Secrities Underlying Option/SARs Granted
              
              %
                  of Total Options/SARs Granted To Employees in Fiscal Year
              
              Exercise
                  or Base Price
              
              Expiration
                  DateSandro
                  Natale, CEO
              
              
              4,500,000
              
              
              24
              %
              $
              0.05
              
              
              October
                  30, 2010Jean
                  Perrotti, CFO
              
              
              3,000,000
              
              
              16
              %
              $
              0.05
              
              
              October
                  30, 2010




**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.





**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.




29





*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.





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.




30





**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.


**Name**
              
              **Shares
                  Beneficially Owned**
              
              **Percent
                  of Class**Sandro
                  Natale (Canada)
              
              
              7,739,430
              
              
              13.97
              %Jean
                  Perrotti (Canada)
              
              
              3,000,000
              
              
              5.41
              %Todd
                  M. Pitcher
              
              
              357,751
              
              
              *George
                  Vesnaver (Canada)
              
              
              338,288
              
              
              *Paul
                  Gulyas (Canada)
              
              
              315,188
              
              
              *Chirag
                  Patel
              
              
              848,448
              
              
              1.53
              %All
                    Officers andDirectors as a Group
              
              
              12,599,105
              
              
              22.74
              %
  (*)
                  means less than 1.0%





31




**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.





**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).




32





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).








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).




33





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





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





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





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





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





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





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





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





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





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





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





10.19
      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).




34





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





**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




**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:
                December 20, 2007
            Superclick,
              Inc.By:
            /s/ Sandro
              NataleSandro
                Natale
              Chief
                Executive Officer





36


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 OfficerSandro
                    Natale
              
              December
                  20, 2007/s/
                  Jean Perrotti
              
              Chief
                  Financial Officer and Principle Accounting OfficerJean
                    Perrotti
              
              December
                  20, 2007




BOARD
      OF
      DIRECTORS




/s/
                  Todd M. Pitcher
              
              Chairman
                  and Secretary
              
              December
                  20, 2007Todd
                  M. Pitcher/s/
                  Sandro Natale
              
              Director
              
              December
                  20, 2007Sandro
                  Natale/s/
                  Paul Gulyas
              
              Director
              
              December
                  20, 2007Paul
                  Gulyas/s/
                  Chirag Patel
              
              Director
              
              December
                  20, 2007Chirag
                  Patel/s/
                  George Vesnaver
              
              Director
              
              December
                  20, 2007George
                  Vesnaver




37




**SUPERCLICK,
      INC.**





**REPORT
      ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS**





**YEARS
      ENDED OCTOBER 31, 2006 AND 2005**





**Restated**




38


CONTENTS


*PAGE*Report
                  of Independent Registered Public Accounting Firm
              
              
              F-1-2FINANCIAL
                  STATEMENTSConsolidated
                  Balance Sheet
              
              
              F-3Consolidated
                  Statements of Operations and Accumulated Deficit
              
              
              F-4Consolidated
                  Statement of Stockholders’ Equity
              
              
              F-5Consolidated
                  Statements of Comprehensive Income (Loss)
              
              
              F-6Consolidated
                  Statements of Cash Flows
              
              
              F-7Notes
                  to the Financial Statements
              
              
              F-8-30




39


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




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




**SUPERCLICK,
                  INC.**Consolidated
                  Balance SheetOctober
                  31, 2006 (Restated)
  October
                  31,2006(Restated)ASSETSCURRENT
                  ASSETSCash
              
              $
              919,920Accounts
                  receivable, net (Notes A&B)
              
              
              470,557R&D
                  tax refund receivable
              
              
              44,852Sales
                  Tax refund receivable
              
              
              14,365Inventory
                  (Note C)
              
              
              90,471Prepaid
                  expenses
              
              
              15,463TOTAL
                  CURRENT ASSETS
              
              
              1,555,628Fixed
                  assets, net (Note D)
              
              
              251,067TOTAL
                  ASSETS
              
              $
              1,806,695LIABILITIES
                  AND STOCKHOLDERS' EQUITY CURRENT
                  LIABILITIESAccounts
                  payable (Note E)
              
              $
              741,147Interest
                  payable (Note F)
              
              
              23,489Accrued
                  payroll (Note G)
              
              
              130,298Deferred
                  revenue (Note H)
              
              
              781,547Loans
                  current portion
              
              
              12,933Notes
                  payable (Note I)
              
              
              371,000Convertible
                  debentures, net (Note J)
              
              
              2,425,000Debenture
                  warrants (Note J)
              
              
              193TOTAL
                  CURRENT LIABILITIES
              
              
              4,485,607Loans
                  noncurrent portion
              
              
              25,905TOTAL
                  LIABILITIES
              
              
              4,511,512COMMITMENTS
                  (Note K)STOCKHOLDERS'
                  EQUITY (Note L)Preferred
                  stock, par value $.0001; 20,000,000shares
                  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
              
              
              21,315Additional
                  paid-in capital
              
              
              5,442,229Accumulated
                  deficit
              
              
              (8,241,404
              )Accumulated
                  other comprehensive gain (loss)(Cumulative
                  translation adjustment)
              
              
              88,183Treasury
                  Stock
              
              
              (15,140
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              (2,704,817
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,806,695
  SEE
                  NOTES TO FINANCIAL STATEMENTS


F-3




**SUPERCLICK,
                INC.**Consolidated
                Statements of OperationsFor
                the Years Ended October 31, 2006 and 2005
                (Restated)




Year
                Ended October 31,2006
            
            2005(Restated)RevenueNet
                Sales
            
            $
            2,272,013
            
            $
            2,408,072Services
            
            
            1,674,298
            
            
            797,624Net
                revenue
            
            
            3,946,311
            
            
            3,205,696Cost
                of goods sold
            
            
            2,282,427
            
            
            2,395,515Gross
                profit
            
            
            1,663,884
            
            
            810,181Costs
                and ExpensesSelling,
                general & administrative
            
            
            2,418,059
            
            
            2,605,200Research
                & development
            
            
            282,915
            
            
            151,822Depreciation
                & amortization
            
            
            75,349
            
            
            52,841Write-off
                of goodwill from acquisition
            
            
            -
            
            
            2,575,100Total
                costs and expenses
            
            
            2,776,323
            
            
            5,384,963(Loss)
                from operations
            
            
            (1,112,439
            )
            
            (4,574,782
            )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
            
            
            465,774Total
                other income and (expense)
            
            
            (1,287,165
            )
            
            121,889NET
                LOSS
            
            
            (2,399,604
            )
            
            (4,452,893
            )Net
                (loss) per common share basic and diluted
            
            $
            (0.081
            )
            $
            (0.168
            )Weighted
                average common shares outstanding basic and diluted
            
            
            29,755,285
            
            
            26,430,822The
                average shares listed below were not included in the computation
                of
                diluted lossesper
                share because to do so would have been antidilutive for the periods
                presented:Stock
                options
            
            
            1,338,121
            
            
            1,147,564Warrants
            
            
            965,997
            
            
            3,273,896Convertible
                debentures
            
            
            14,055,335
            
            
            7,661,712SEE
                NOTES TO FINANCIAL STATEMENTS




F-4




**SUPERCLICK,
                  INC.**Consolidated
                  Statement of Stockholder's Equity (Restated)For
                  the Years Ended October 31, 2006 and
                  2005
  DeficitAccumulated
              
              AccumulatedPreferred
                  Stock
              
              Common
                  Stock
              
              Additional
              
              during
                  the
              
              Other
              
              
              
              TotalNumber
                  of
              
              
              
              Number
                  of
              
              
              
              Subscribed/
              
              Paid-in
              
              Developmental
              
              Comprehensive
              
              Treasury
              
              Stockholders'Shares
              
              Amount
              
              Shares
              
              Amount
              
              Payable
              
              Capital
              
              Stage
              
              Income
                  (loss)
              
              Stock
              
              EquityBALANCES
                  October 31, 2004
              
              
              -
              
              
              -
              
              
              24,197,002
              
              $
              14,518
              
              $
              232,000
              
              $
              1,990,268
              
              $
              (1,388,907
              )
              $
              17,644
              
              $
              -
              
              $
              865,523Shares
                  issued during
                the
                  period:Shares
                  issued for
                cash(range
                  $0.18-$0.60 per share)
              
              
              
              
              
              
              
              
              1,266,665
              
              
              760
              
              
              
              
              
              372,240
              
              
              
              
              
              
              
              
              
              
              
              373,000Shares
                  issued for
                services
              
              
              
              
              
              
              
              
              102,067
              
              
              61
              
              
              
              
              
              77,164
              
              
              
              
              
              
              
              
              
              
              
              77,225Shares
                  issued for
                acquisition
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -of
                  Hotel Net, LLC
              
              
              
              
              
              
              
              
              2,750,000
              
              
              1,650
              
              
              
              
              
              1,645,850
              
              
              
              
              
              
              
              
              
              
              
              1,647,500Stock
                  options
                exercised
              
              
              
              
              
              
              
              
              51,961
              
              
              31
              
              
              
              
              
              25,949
              
              
              
              
              
              
              
              
              
              
              
              25,980Treasury
                  stock
                received
                  for
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -cashless
                  option
                exercises
              
              
              
              
              
              
              
              
              111,875
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (25,981
              )
              
              (25,981
              )Treasury
                  stock
                issued
                  for
                services
              
              
              
              
              
              
              
              
              25,000
              
              
              15
              
              
              
              
              
              8,394
              
              
              
              
              
              
              
              
              10,841
              
              
              19,250Reduction
                  of
                treasury
                  stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -issued
                  for
                services
              
              
              
              
              
              
              
              
              (25,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Stock
                  options
                granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              263,566
              
              
              
              
              
              
              
              
              
              
              
              263,566Subscribed
                  stock
                issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (232,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              (232,000
              )Beneficial
                conversion
                feature
                  ofconvertible
                debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              390,529
              
              
              
              
              
              
              
              
              
              
              
              390,529Foreign
                  Currency
                Translation
                Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              48,634
              
              
              
              
              
              48,634Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (4,452,893
              )
              
              
              
              
              
              
              
              (4,452,893
              )BALANCES
                October
                  31, 2005
              
              $
              -
              
              $
              -
              
              $
              28,479,570
              
              $
              17,035
              
              $
              -
              
              $
              4,773,960
              
              $
              (5,841,800
              )
              $
              66,278
              
              $
              (15,140
              )
              $
              (999,667
              )Shares
                  issued
                during
                  the period:Shares
                  issued for
                services
              
              
              
              
              
              
              
              
              1,355,355
              
              
              813
              
              
              
              
              
              76,687
              
              
              
              
              
              
              
              
              
              
              
              77,500Shares
                  issued for
                interest
                  payable
              
              
              
              
              
              
              
              
              4,618,993
              
              
              2,772
              
              
              
              
              
              173,648
              
              
              
              
              
              
              
              
              
              
              
              176,420Shares
                  issued for
                retirement
                  of
                convertible
                debentures
              
              
              
              
              
              
              
              
              1,158,838
              
              
              695
              
              
              
              
              
              49,305
              
              
              
              
              
              
              
              
              
              
              
              50,000Stock
                  options
                granted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              368,629
              
              
              
              
              
              
              
              
              
              
              
              368,629Foreign
                  currency
                translation
                adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,905
              
              
              
              
              
              21,905Net
                  <loss> profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,399,604
              )
              
              
              
              
              
              
              
              (2,399,604
              )Balances
                October
                  31, 2006
              
              
              -
              
              
              -
              
              
              35,612,756
              
              $
              21,315
              
              $
              -
              
              $
              5,442,229
              
              $
              (8,241,404
              )
              $
              88,183
              
              $
              (15,140
              )
              $
              (2,704,817
              )
  SEE
                  NOTES TO FINANCIAL STATEMENTS


F-5




**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Comprehensive Income (Loss) (Restated)For
                  the Years Ended October 31, 2006 and
                  2005
  Year
                  ended October 31,2006
              
              2005(Restated)
              
              (Restated)Net
                  Earnings (Loss)
              
              $
              (2,399,604
              )
              $
              (4,452,893
              )Other
                  Comprehensive Income (Loss)Foreign
                  Currency Translation Adjustment
              
              
              21,905
              
              
              48,634Net
                  Comprehensive (Loss)
              
              $
              (2,377,699
              )
              $
              (4,404,259
              )
  SEE
                  NOTES TO FINANCIAL STATEMENTS





F-6




**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Cash Flows (Restated)For
                  the Years Ended October 31, 2006 and
                  2005
  Year
                  Ended October 31,2006
              
              2005(Restated)
              
              (Restated)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Earnings <loss>
              
              $
              (2,399,604
              )
              $
              (4,452,893
              )Adjustments
                  to reconcile net losstonet
                  cash used by operating activities:Depreciation
              
              
              75,349
              
              
              52,841Loss
                  on the sale of fixed assets
              
              
              20,337
              
              
              -Compensation
                  expense on fair marketvalue
                  of options issued
              
              
              333,535
              
              
              -Compensation
                  expense on intrinsicvalue
                  of options issued
              
              
              35,094
              
              
              263,566Stock
                  issued for services
              
              
              77,500
              
              
              96,475Amortization
                  of beneficial conversion feature
              
              
              292,896
              
              
              97,632Amortization
                  of warrant discount
              
              
              514,983
              
              
              143,990Derivative
                  gain on warrants issued with debentures
              
              
              (193,006
              )
              
              (465,774
              )Stock
                  issued for accrued interest
              
              
              176,420
              
              
              -Impairment
                  of goodwill
              
              
              -
              
              
              2,575,100Penalty
                  interest on convertible debenture
              
              
              225,000
              
              
              -CHANGES
                  IN CURRENT ASSETS AND CURRENTLIABILITIES:
                  (Net of effect of acquisition)(Increase)
                  decrease in current assets:Accounts
                  receivable
              
              
              374,780
              
              
              430,405Other
                  receivables
              
              
              124,459
              
              
              (188,532
              )Prepaid
                  expenses
              
              
              185,122
              
              
              (13,562
              )Inventory
              
              
              26,623
              
              
              295,163Other
                  assets
              
              
              40,648Increase
                  (decrease) in current liabilities:Accounts
                  payable and accrued expenses
              
              
              (156,336
              )
              
              (349,198
              )Accrued
                  Payroll
              
              
              73,020
              
              
              43,399Accrued
                  other
              
              
              (27,412
              )
              
              18,692Deferred
                  revenue
              
              
              632,265
              
              
              (385,919
              )CASH
                  USED FOR OPERATING ACTIVITIES
              
              
              431,673
              
              
              (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
              
              
              -
              
              
              141,000Capital
                  investment repayment
              
              
              
              
              
              (127,600
              )Payment
                  of related party notes payable
              
              
              -
              
              
              (299,810
              )Increase
                  in relatedparty notes payable
              
              
              21,000Proceeds
                  from convertible debenture
              
              
              -
              
              
              2,250,000Proceeds
                  from loans
              
              
              -
              
              
              46,669Repayment
                  of loans
              
              
              (9,040
              )
              
              (722
              )CASH
                  USED FOR FINANCING ACTIVITIES
              
              
              11,960
              
              
              2,009,537EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (675
              )
              
              31,398NET
                  INCREASE (DECREASE) IN CASH
              
              
              422,482
              
              
              21,959CASH,
                  beginning of period
              
              
              497,438
              
              
              475,479CASH,
                  end of period
              
              $
              919,920
              
              $
              497,438Taxes
                  paid
              
              $
              -
              
              $
              4,250Interest
                  paid
              
              $
              10,693
              
              $
              -Other
                  non-cash investing and financing activities:Shares
                  issued for services
              
              $
              77,500
              
              $
              96,475Shares
                  issued for accrued interest
              
              $
              176,420
              
              $
              -Shares
                  issued for debt retirement
              
              $
              50,000
              
              $
              -Shares
                  issued for acquisition
              
              $
              -
              
              $
              1,647,500
  SEE
                  NOTES TO FINANCIAL STATEMENTS


F-7


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 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


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 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.




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


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 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


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 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 and installation
      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 after the delivery and installation of the equipment to the
      customer.





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




F-11


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005





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




Shipping
      and handling costs





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





Advertising





The
      Company expenses all advertising as incurred. 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 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.




F-12




SUPERCLICK,
      INC.


NOTES
      TO
      FINANCIAL STATEMENTS (RESTATED)


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





F-13




SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005


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





Impact
      of accounting standards (Continued)




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 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.





F-14


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005


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





Impact
      of accounting standards (Continued)




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 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.




F-15
 SUPERCLICK,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS (RESTATED)
 YEARS
          ENDED OCTOBER 31 2006 AND 2005


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




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 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.


F-16
 SUPERCLICK,
            INC.
 NOTES
            TO
            FINANCIAL STATEMENTS (RESTATED)
 YEARS
            ENDED OCTOBER 31 2006 AND 2005


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




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
 SUPERCLICK,
              INC.
 NOTES
              TO
              FINANCIAL STATEMENTS (RESTATED)
 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
              
              $
              173,995Furniture
                  & fixtures
              
              
              131,636Computer
                  software
              
              
              90,083Leasehold
                  improvements
              
              
              31,283Fabrication
                  mold and dye
              
              
              20,264447,261Accumulated
                  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 (Restated)





Accounts
      payable at October 31, 2006 consisted of$73,700 of taxes payable, $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
 SUPERCLICK,
              INC.
 NOTES
              TO
              FINANCIAL STATEMENTS (RESTATED)
 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
      (Restated)





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 convertible
      notes payable with a four month maturity, annual interest of 9% and are
      convertible into shares of common stock at a conversion price of $.50.





The
      notes
      matured on January 1, 2006. On July 26, 2006, the notes were canceled and
      replaced with new convertible notes that accrue interest at the rate of nine
      percent (9%) per annum, mature January 1, 2007 and are convertible into shares
      of common stock at a conversion price of $.03. $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. The Company evaluated
      whether the note exchange qualified for extinguishment accounting pursuant
      to
      EITF 96-19 and EITF 06-6 and concluded that there was not a substantial change
      (as defined in the EITFs) in the terms of the new notes thus no gain or loss
      was
      recognized due to the exchange. 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.


F-19
 SUPERCLICK,
              INC.
 NOTES
              TO
              FINANCIAL STATEMENTS (RESTATED)
 YEARS
              ENDED OCTOBER 31 2006 AND 2005


NOTE
      J
      - CONVERTIBLE DEBENTURE (Continued)





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





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


F-20
 SUPERCLICK,
              INC.
 NOTES
              TO
              FINANCIAL STATEMENTS (RESTATED)
 YEARS
              ENDED OCTOBER 31 2006 AND 2005


NOTE
      J
      - CONVERTIBLE DEBENTURE (Continued)





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





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.


F-21
 SUPERCLICK,
              INC.
 NOTES
              TO
              FINANCIAL STATEMENTS (RESTATED)
 YEARS
              ENDED OCTOBER 31 2006 AND 2005


NOTE
      J
      - CONVERTIBLE DEBENTURE (Continued)





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.





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
 SUPERCLICK,
              INC.
 NOTES
              TO
              FINANCIAL STATEMENTS (RESTATED)
 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
              
              
              55,0112008
              
              
              52,9372009
              
              
              48,5252010
              
              
              -$
              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
 SUPERCLICK,
                INC.
 NOTES
                TO
                FINANCIAL STATEMENTS (RESTATED)
 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
 SUPERCLICK,
                INC.
 NOTES
                TO
                FINANCIAL STATEMENTS (RESTATED)
 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:


ExerciseWarrant
              
              
              Number
                  of
              
              
              Price
                  Per
              
              
              ExpirationClass
              
              
              Warrants
              
              
              Warrant
              
              
              DateA
              
              
              55,555
              
              $
              0.60
              
              
              4/14/07A
              
              
              100,000
              
              $
              0.60
              
              
              4/19/07A
              
              
              444,444
              
              $
              0.60
              
              
              4/19/07A
              
              
              100,000
              
              $
              0.60
              
              
              4/23/07A
              
              
              200,000
              
              $
              0.60
              
              
              4/29/07A
              
              
              100,000
              
              $
              0.60
              
              
              4/29/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/7/07A
              
              
              200,000
              
              $
              0.60
              
              
              5/10/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/12/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/17/07A
              
              
              100,000
              
              $
              0.60
              
              
              5/24/07A
              
              
              11,000
              
              $
              0.60
              
              
              5/24/07A
              
              
              100,000
              
              $
              0.60
              
              
              6/2/07A
              
              
              100,000
              
              $
              0.60
              
              
              6/16/07A
              
              
              89,000
              
              $
              0.60
              
              
              6/17/07A
              
              
              200,000
              
              $
              0.60
              
              
              3/30/08Subtotal
              
              
              2,099,999Debenture
              
              
              735,370
              
              
              >or=to
                  $0.30
              
              
              7/31/2010Debenture
              
              
              230,627
              
              
              >or=to
                  $0.30
              
              
              8/17/2010Subtotal
              
              
              965,997Total
              
              
              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
 SUPERCLICK,
                  INC.
 NOTES
                  TO
                  FINANCIAL STATEMENTS (RESTATED)
 YEARS
                  ENDED OCTOBER 31 2006 AND 2005


NOTE
      N
      - STOCK INCENTIVE PLANS (Restated)





*The
      2004 Incentive Stock Option Plan*





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





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





During
      the year ended October 31, 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 and valued the options utilizing the Black Scholes
      Option Pricing Model with the following inputs: Risk-free interest rate 4.67%,
      Volatility 37% (here we used the standard deviation of closing share prices
      from
      November 1, 2002 through October 30, 2006, or 4 years), duration of 4 years,
      strike price of $.05 and spot price of $.05, which yielded a per share fair
      market value of $.0179. 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 new grants. The Company recognized
      $285,078 of compensation expense related to the 15,900,000 grants and $83,551
      for previously granted options bringing the total recognized option related
      compensation expense for the fiscal year ended October 31, 2006 to $368,629. 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.





The
      total
      intrinsic value of options exercised during the years ended October 31, 2006
      and
      2005 was $0 and $45,306. As of October 31, 2006, there were no unvested options.


F-26
 SUPERCLICK,
                  INC.
 NOTES
                  TO
                  FINANCIAL STATEMENTS (RESTATED)
 YEARS
                  ENDED OCTOBER 31 2006 AND 2005


NOTE
      N
      - STOCK INCENTIVE PLANS (Restated) (Continued)





The
      following tables summarize the Company's stock option activity for the years
      ended October 31, 2005 and 2006 pursuant to SFAS 123r, A240.C(1):


2005Shares
              
              
              Weighted
                  Average
                  Exercise
                    PriceOutstanding
                  at beginning of period
              
              
              1,904,784
              
              $
              0.52Granted
              
              
              125,000
              
              
              0.60Forfeited
              
              
              (457,428
              )
              
              0.54Exercised
              
              
              (111,875
              )
              
              0.50Outstanding
                  at end of year
              
              
              1,460,481
              
              $
              0.07Options
                  exerciseable at year end
              
              
              1,147,564


2006Shares
              
              
              Weighted
                  Average
                  Exercise
                    PriceOutstanding
                  at beginning of period
              
              
              1,460,481
              
              $
              0.52Granted
              
              
              15,900,000
              
              
              0.05Forfeited
              
              
              (628,333
              )
              
              0.52Exercised
              
              
              -
              
              
              -Outstanding
                  at end of year
              
              
              16,732,148
              
              $
              0.07Nonvested
                  options at year end
              
              
              -Options
                  exerciseable at year end
              
              
              16,732,148


F-27
 SUPERCLICK,
                  INC.
 NOTES
                  TO
                  FINANCIAL STATEMENTS (RESTATED)
 YEARS
                  ENDED OCTOBER 31 2006 AND 2005


NOTE
      N
      - STOCK INCENTIVE PLANS (Restated) (Continued)





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


Options
                  Outstanding
              
              Options
                  ExercisableGrant
              
              Number
              
              Weighted
              
              Weighted
              
              
              
              WeightedRange
                  of
              
              Date
              
              Outstanding
              
              Average
              
              Average
              
              
              
              AverageExercise
              
              Fair
              
              At
                  October 31,
              
              Contractural
              
              Exercise
              
              Number
              
              ExercisePrices
              
              Value
              
              2006
              
              Life
                  (years)
              
              Price
              
              Outstanding
              
              Price$
                  0.5000
              
              $
              0.3900
              
              
              664,856
              
              
              -
              
              $
              0.50
              
              
              664,856
              
              $
              0.500.6500
              
              
              0.5000
              
              
              137,500
              
              
              -
              
              
              0.65
              
              
              137,500
              
              
              0.650.6000
              
              
              0.5000
              
              
              29,792
              
              
              -
              
              
              0.60
              
              
              29,792
              
              
              0.600.0500
              
              
              0.0179
              
              
              15,900,000
              
              
              -
              
              
              0.05
              
              
              15,900,000
              
              
              0.05Total
              
              
              
              
              
              16,732,148
              
              
              -
              
              $
              0.07
              
              
              16,732,148
              
              $
              0.07




The
      Company adopted Statement of Financial Accounting Standards No. 123 (revised
      2004), Share-Based Payment (“SFAS 123r”) as of the beginning of the first
      interim or annual reporting period that begins after December 15, 2005, or
      beginning in our second quarter ending April 30, 2006, 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 net compensation expense of $368,629 including
      $394,313 of compensation expense and forfeitures of $25,684.





Pursuant
      to SFAS No. 123r, paragraph 84, the following information is provided for those
      periods where share-based payment arrangements with employees are accounted
      for
      under the intrinsic value method of Opinion 25, which includes all of fiscal
      year 2005 and through the first quarter of fiscal year 2006, or January 31,
      2006. If the compensation cost for this plan had been determined based on the
      fair value at the grant dates for awards consistent with the fair-value method
      of SFAS Statement 123, the pro forma effect on the Company's net loss per share
      for the years ended October 31, 2006 and 2005 would have been:




Year
                Ended
            
            Year
                EndedOctober
                31, 2006
            
            October
                31, 2005Net
                loss as reported
            
            
            ($2,399,604
            )
            
            ($4,452,893
            )Pro
                forma
            
            
            ($2,451,379
            )
            
            ($4,629,893
            )Net
                loss per share, as reported
            
            
            ($0.081
            )
            
            ($0.168
            )Pro
                forma
            
            
            ($0.082
            )
            
            ($0.175
            )




F-28
 SUPERCLICK,
                  INC.
 NOTES
                  TO
                  FINANCIAL STATEMENTS (RESTATED)
 YEARS
                  ENDED OCTOBER 31 2006 AND 2005





NOTE
      N
      - STOCK INCENTIVE PLANS (Restated) (Continued)




During
      the year ended October 31, 2006, the Company recognized net compensation expense
      of $368,629, including gross compensation expense of $394,313 and forfeitures
      of
      $25,684.





During
      the year ended October 31, 2006, under the previous method, APB 25, the company
      would have recognized $320,705 less of net compensation expense or $47,924,
      including gross compensation expense of $73,608 and forfeitures of
      $25,684.





The
      following table illustrates the effect of implementing SFAS 123r compared to
      APB
      25 for the year ended October 31, 2006:




Cash
                  used for operating activities
              
              
              206,673
              
              
              (114,032
              )
              $
              (320,705
              )Cash
                  used for financing activities
              
              
              11,960
              
              
              11,960
              
              $
              -Earnings
                  per share
              
              $
              (0.011
              )
              $
              (0.070
              )
              $
              (0.059
              )WA
                  Shares o/s 10/31/06
              
              
              29,755,285FAS
                  123r expense
              
              
              368,629APB
                  25 Expense
              
              
              47,924Increase
                  in expense
              
              
              320,705




The
      following information is provided in accordance with SFAS No. 123r, Share-Based
      payment, paragraph 84. If the compensation cost for this plan had been
      determined based on the fair value at the grant dates for awards consistent
      with
      the method of SFAS Statement 123r, the pro forma effect on the Company's net
      loss per share for the year ended October 31, 2006 would have been:




Year
                  EndedOctober
                  31, 2006Net
                  loss as reported
              
              
              ($2,399,604
              )Recognized
                  fair value compensation cost expensed under SFAS 123r
              
              
              ($333,535
              )Recognized
                  intrinsic value compensation cost expensed under APB 25
              
              
              ($35,094
              )Total
                  recognized compenstion expense related to this option plan
              
              
              ($368,629
              )Fair
                  value compensation cost that would have been expensed under SFAS
                  123r
              
              
              ($400,640
              )Increase
                  in compensation expense over APB 25
              
              
              ($32,011
              )Pro
                  forma net loss if SFAS 123r been applied to all awards
              
              
              ($2,431,615
              )Net
                  loss per share, as reported
              
              
              ($0.081
              )Pro
                  forma net loss per share if SFAS 123r been applied to all
                  awards
              
              
              ($0.082
              )
  F-29
 SUPERCLICK,
                    INC.
 NOTES
                    TO
                    FINANCIAL STATEMENTS (RESTATED)
 YEARS
                    ENDED OCTOBER 31 2006 AND
                    2005





NOTE
      N
      - STOCK INCENTIVE PLANS (Restated) (Continued)





*2004
      Superclick, Inc. Non-Employee Director's Stock Incentive
      Plan*





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





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. Neither the Committee on Directors and
      Governance nor the Board of Directors may re-price any Option that is less
      than
      the option exercise price. Restricted Stock is Common Stock of the Company
      restricted as to sale in such fashion as the Committee on Directors and
      Governance shall determine. Prior to the lifting of the restrictions, the
      Awardee will be entitled to receive dividends from and to vote the shares of
      Restricted Stock.


F-30
 SUPERCLICK,
                      INC.
 NOTES
                      TO
                      FINANCIAL STATEMENTS (RESTATED)
 YEARS
                      ENDED OCTOBER 31 2006 AND
                      2005
  NOTE
        N
        - STOCK INCENTIVE PLANS (Restated) (Continued)





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.





NOTE
      O
      - CUMMULATIVE EFFECT ADJUSTMENT (Restated)





During
      the quarter ended April 30, 2007, we detected an error in the tax credit rate
      used to determine the 2004 and 2005 Provincial Research and Development Tax
      Credit refund.  The error was a result of the use of the 100% Canadian
      owned rate versus that of a foreign owned rate, which are higher and thus the
      amount of the eligible refund was overstated.  We have received assessments
      from Revenue Quebec for the errors and reflected them in these
      financial statements.  The effect of these assessments of $32,632 USD
      for 2004 and $41,068 USD for 2005 were not material individually or in
      aggregate of $73,700 for those periods. Pursuant to SAB 108 we are not required
      to reflect these assessments in these financial statements. However, we have
      elected to do so given that we are amending the October 31, 2006 10-KSB for
      the
      items noted in Note T. In this restatement we are adjusting the beginning
      accumulated deficit at November 1, 2004 by $32,632 from $1,356,275 to $1,388,907
      and reflecting the $41,068 assessment in the 2005 financial statements as an
      adjustment to the statement of operations. Finally, the accounts payable have
      been increased at October 31, 2006 to reflect the total $73,700 payable
      associated with these assessments.





NOTE
      P
      - 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 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%.




F-31




SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005





NOTE
      P
      - NET OPERATING LOSS CARRY FORWARD




United
                  States Corporation Income TaxesYear
                  of Loss
              
              Amount
              
              Expiration
                  DateOctober
                  31, 2006
              
              $
              2,037,748
              
              
              October
                  31, 2026October
                  31, 2005
              
              
              4,184,331
              
              
              October
                  31, 2025October
                  31, 2004
              
              
              898,697
              
              
              October
                  31, 2024October
                  31, 2003
              
              
              53,638
              
              
              October
                  31, 2023December
                  31, 2002
              
              
              80,395
              
              
              December
                  31, 2022December
                  31, 2001
              
              
              91,564
              
              
              December
                  31, 2021December
                  31, 2000
              
              
              88,027
              
              
              December
                  31, 2020December
                  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
                  DateOctober
                  31, 2006
              
              $
              280,849
              
              
              October
                  31, 2013October
                  31, 2005
              
              
              481,617
              
              
              October
                  31, 2012October
                  31, 2004
              
              
              45,462
              
              
              October
                  31, 2011October
                  31, 2003
              
              
              5,322
              
              
              October
                  31, 2010October
                  31, 2002
              
              
              350,910
              
              
              October
                  31, 2009October
                  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.





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.





F-32





SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005





NOTE
      Q
      - 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
      R
      - 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
      S
      - 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.




NOTE
      T
      - RESTATEMENT





The
      10-KSB for Superclick, Inc. as of October 31, 2006 has been restated pursuant
      to
      two comment letters from the Securities and Exchange Commission dated October
      18, 2007 and November 19, 2007. Accordingly, we have updated this Form 10-KSB
      to
      reflect the following:





1.
            We
                have reclassified the extraordinary loss-write-off of goodwill from
                acquisition in the Statement of Operations for the year ended October
                31,
                2005 to Costs and Expenses pursuant to SFAS 142, paragraph
                43.





2.
            In
                the Consolidated Statement of Comprehensive Income we have eliminated
                the
                derivative gain/(loss) since it is already reflected in the Statement
                of
                Operations and is not a comprehensive income item.





F-33
 
  SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005




3.
            In
                the Consolidated Statement of Cash Flows we have reclassified the
                penalty
                interest on convertible debenture from cash flows from financing
                activities to cash flows from operating activities since this is
                a noncash
                expense.





4.
            We
                have revised Footnote N - STOCK INCENTIVE PLAN to include all the
                information required by SFAS 123r, paragraphs 64 and 84 (See Note
                N
                above).





5.
            In
                this restatement we are adjusting the 2005 consolidated statement
                of
                shareholder’s equity additional paid-in-capital by $127,600 from
                $4,646,360 at October 31, 2005 to $4,773,960 and increasing the goodwill
                impairment loss by $127,600 in the consolidated statement of operations
                to
                reflect the repayment of Hotel Net LLC (fiscal year 2005 acquisition)
                shareholders.





6.
            In
                the Consolidated Balance Sheet we have included a $73,700 cumulative
                effect adjustment related to fiscal years 2005 ($41,068) and 2004
                ($32,632) for Canadian Provincial Research and Development Tax Credits
                by
                increasing the accumulated deficit and accounts payable (See NOTE
                O
                above). Pursuant to SFAS 154 and SAB 108, we are not required to
                adjust
                our previously filed 10-KSB for this cumulative effect adjustment.
                However, we have elected to do so given that we are amending the
                October
                31, 2006 10-KSB for the other items noted above.





F-34


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005


NOTE
      T
      - RESTATEMENT (Continued)




**SUPERCLICK,
                  INC.**Consolidated
                  Balance Sheet (Restated)October
                  31, 2006
  (OriginallyReported)
              
              
              (Restated)
              
              
              (Difference)ASSETSCURRENT
                  ASSETSCash
              
              $
              919,920
              
              $
              919,920
              
              $
              -Accounts
                  receivable, net (Notes A&B)
              
              
              470,557
              
              
              470,557
              
              
              -R&D
                  tax refund receivable
              
              
              44,852
              
              
              44,852
              
              
              -Sales
                  Tax refund receivable
              
              
              14,365
              
              
              14,365
              
              
              -Inventory
                  (Note C)
              
              
              90,471
              
              
              90,471
              
              
              -Prepaid
                  expenses
              
              
              15,463
              
              
              15,463
              
              
              -TOTAL
                  CURRENT ASSETS
              
              
              1,555,628
              
              
              1,555,628
              
              
              -Fixed
                  assets, net (Note D)
              
              
              251,067
              
              
              251,067
              
              
              -TOTAL
                  ASSETS
              
              $
              1,806,695
              
              $
              1,806,695
              
              $
              -LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable (Note E)
              
              $
              667,447
              
              $
              741,147
              
              $
              73,700Interest
                  payable (Note F)
              
              
              23,489
              
              
              23,489
              
              
              -Accrued
                  payroll (Note G)
              
              
              130,298
              
              
              130,298
              
              
              -Deferred
                  revenue (Note H)
              
              
              781,547
              
              
              781,547
              
              
              -Loans
                  current portion
              
              
              12,933
              
              
              12,933
              
              
              -Notes
                  payable (Note I)
              
              
              371,000
              
              
              371,000
              
              
              -Convertible
                  debentures, net (Note J)
              
              
              2,425,000
              
              
              2,425,000
              
              
              -Debenture
                  warrants (Note J)
              
              
              193
              
              
              193
              
              
              -TOTAL
                  CURRENT LIABILITIES
              
              
              4,411,907
              
              
              4,485,607
              
              
              73,700Loans
                  noncurrent portion
              
              
              25,905
              
              
              25,905
              
              
              -TOTAL
                  LIABILITIES
              
              
              4,437,812
              
              
              4,511,512
              
              
              73,700COMMITMENTS
                  (Note K)STOCKHOLDERS'
                  EQUITY (Note L)Preferred
                  stock, par value $.0001; 20,000,000shares
                  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
              
              
              21,315
              
              
              -Additional
                  paid-in capital
              
              
              5,314,629
              
              
              5,442,229
              
              
              127,600Accumulated
                  deficit
              
              
              (8,040,104
              )
              
              (8,241,404
              )
              
              (201,300
              )Accumulated
                  other comprehensive gain (loss)(Cumulative
                  translation adjustment)
              
              
              88,183
              
              
              88,183
              
              
              -Treasury
                  Stock
              
              
              (15,140
              )
              
              (15,140
              )
              
              -TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              (2,631,117
              )
              
              (2,704,817
              )
              
              (73,700
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,806,695
              
              $
              1,806,695
              
              $
              -




SEE
        NOTES
        TO FINANCIAL STATEMENTS
  F-35
 
  SUPERCLICK,
            INC.
 NOTES
            TO
            FINANCIAL STATEMENTS (RESTATED)
 YEARS
            ENDED OCTOBER 31 2006 AND 2005


NOTE
      T
      - RESTATEMENT (Continued)


**SUPERCLICK,
                  INC.**Consolidated
                  Statements of OperationsFor
                  the Year Ended October 31, 2005 (Restated)
  Year
                  Ended October 31,2005
              
              
              2005
              
              
              Difference(Original)
              
              
              (Restated)Reported)RevenueNet
                  Sales
              
              $
              2,408,072
              
              $
              2,408,072
              
              $
              -Services
              
              
              797,624
              
              
              797,624
              
              
              -Net
                  revenue
              
              
              3,205,696
              
              
              3,205,696
              
              
              -Cost
                  of goods sold
              
              
              2,395,515
              
              
              2,395,515
              
              
              -Gross
                  profit
              
              
              810,181
              
              
              810,181
              
              
              -Costs
                  and ExpensesSelling,
                  general & administrative
              
              
              2,564,132
              
              
              2,605,200
              
              
              41,068Research
                  & development
              
              
              151,822
              
              
              151,822
              
              
              -Depreciation
                  & amortization
              
              
              52,841
              
              
              52,841
              
              
              -Write-off
                  of goodwill from acquisition
              
              
              -
              
              
              2,575,100
              
              
              2,575,100Total
                  costs and expenses
              
              
              2,768,795
              
              
              5,384,963
              
              
              2,616,168(Loss)
                  from operations
              
              
              (1,958,614
              )
              
              (4,574,782
              )
              
              (2,616,168
              )Other
                  Income and (Expense)Interest
                  income
              
              
              -
              
              
              -
              
              
              -Interest
                  expense
              
              
              (48,513
              )
              
              (48,513
              )
              
              -Penalty
                  interest on convertible debentures
              
              
              -
              
              
              -
              
              
              -Loss
                  on the sale of fixed assets
              
              
              -
              
              
              -
              
              
              -Amortization
                  of beneficial conversion feature of convertible debentures
              
              
              (97,632
              )
              
              (97,632
              )
              
              -Amortization
                  of deferred financing costs
              
              
              (53,750
              )
              
              (53,750
              )
              
              -Amortization
                  of warrant discount
              
              
              (143,990
              )
              
              (143,990
              )
              
              -Derivative
                  gain (loss)
              
              
              465,774
              
              
              465,774
              
              
              -Total
                  other income and (expense)
              
              
              121,889
              
              
              121,889
              
              
              -NET
                  LOSS BEFORE TAXES AND EXTRAORDINARY ITEM
              
              
              (1,836,725
              )
              
              (4,452,893
              )
              
              (2,616,168
              )Provision
                  <benefit> for income taxes
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS BEFORE EXTRAORDINARY ITEM
              
              
              (1,836,725
              )
              
              (4,452,893
              )
              
              (2,616,168
              )Extraordinary
                  loss-write-off of goodwill from acquisition
              
              
              (2,447,500
              )
              
              -
              
              
              2,447,500NET
                  LOSS
              
              $
              (4,284,225
              )
              $
              (4,452,893
              )
              $
              (168,668
              )Net
                  (loss) per common share basic and diluted from continuing
                  operations
              
              $
              (0.069
              )
              $
              (0.168
              )
              $
              (0.099
              )Net
                  (loss) per common share basic and diluted after extraordinary
                  items
              
              $
              (0.162
              )
              $
              (0.168
              )
              $
              (0.006
              )Weighted
                  average common shares outstanding basic and diluted
              
              
              26,430,822
              
              
              26,430,822
              
              
              26,430,822The
                  average shares listed below were not included in the
                computation
                  of diluted losses per sharebecause
                  to do so would have been antidilutive
                for
                  the periods presented:Stock
                  options
              
              
              1,147,564
              
              
              1,147,564
              
              
              -Warrants
              
              
              3,273,896
              
              
              3,273,896
              
              
              -Convertible
                  debentures
              
              
              7,661,712
              
              
              7,661,712
              
              
              -




SEE
        NOTES
        TO FINANCIAL STATEMENTS


F-36


SUPERCLICK,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005





NOTE
      T
      - RESTATEMENT (Continued)




**SUPERCLICK,
                  INC.**Consolidated
                  Statement of Stockholder's Equity (Restated)For
                  the Years Ended October 31, 2006 and 2005
  For
                  the Year
              
              
              For
                  the Year
              
              
              For
                  the Year
              
              
              For
                  the Year
              
              
              For
                  the Year
              
              
              For
                  the YearEnded
              
              
              Ended
              
              
              Ended
              
              
              Ended
              
              
              Ended
              
              
              EndedOctober
                  31,
              
              
              October
                  31,
              
              
              October
                  31,
              
              
              October
                  31,
              
              
              October
                  31,
              
              
              October
                  31,2005
              
              
              2005
              
              
              2005
              
              
              2006
              
              
              2006
              
              
              2006(Originally
              
              
              
              
              
              
              
              
              (OriginallyReported)
              
              
              (Restated)
              
              
              (Difference)
              
              
              Reported)
              
              
              (Restated)
              
              
              (Difference)Common
                  Stock:Shares
                  issued for cash (range $0.18-$0.60 per share)Shares
              
              
              1,266,665
              
              
              1,266,665
              
              
              -
              
              
              -
              
              
              -
              
              
              -Amount
              
              $
              760
              
              $
              760
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              372,240
              
              $
              372,240
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Shares
                  issued for servicesShares
              
              
              102,067
              
              
              102,067
              
              
              -
              
              
              1,355,355
              
              
              1,355,355
              
              
              -Amount
              
              $
              61
              
              $
              61
              
              $
              -
              
              $
              813
              
              $
              813
              
              $
              -Additional
                  paid in capital
              
              $
              77,164
              
              $
              77,164
              
              $
              -
              
              $
              76,687
              
              $
              76,687
              
              $
              -Shares
                  issued for acquisition of Hotel Net, LLCShares
              
              
              2,750,000
              
              
              2,750,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Amount
              
              $
              1,650
              
              $
              1,650
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              1,645,850
              
              $
              1,645,850
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Stock
                  options exercisedShares
              
              
              51,961
              
              
              51,961
              
              
              -
              
              
              -
              
              
              -
              
              
              -Amount
              
              $
              31
              
              $
              31
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              25,949
              
              $
              25,949
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Shares
                  issued for interest payableShares
              
              
              -
              
              
              -
              
              
              -
              
              
              4,618,993
              
              
              4,618,993
              
              
              -Amount
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              2,772
              
              $
              2,772
              
              $
              -Additional
                  paid in capital
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              173,648
              
              $
              173,648
              
              $
              -Shares
                  issued for retirement of convertible debenturesShares
              
              
              -
              
              
              -
              
              
              -
              
              
              1,158,838
              
              
              1,158,838
              
              
              -Amount
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              695
              
              $
              695
              
              $
              -Additional
                  paid in capital
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              49,305
              
              $
              49,305
              
              $
              -Treasury
                  stock received for cashless option exercisesShares
              
              
              111,875
              
              
              111,875
              
              
              -
              
              
              -
              
              
              -
              
              
              -Amount
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Treasury
                  stock
              
              $
              (25,981
              )
              $
              (25,981
              )
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Treasury
                  stock issued for servicesShares
              
              
              25,000
              
              
              25,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Amount
              
              $
              15
              
              $
              15
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              8,394
              
              $
              8,394
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Treasury
                  stock
              
              $
              10,841
              
              $
              10,841
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Reduction
                  of treasury stock issued for servicesShares
              
              
              (25,000
              )
              
              (25,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Amount
              
              $
              -
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              -
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Treasury
                  stock
              
              $
              -
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Stock
                  options granted
              
              $
              263,566
              
              $
              263,566
              
              $
              -
              
              $
              368,629
              
              $
              368,629
              
              $
              -Subscribed
                  stock issued
              
              $
              (232,000
              )
              $
              (232,000
              )
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Repayment
                  of Hotel Net shareholder investment
              
              $
              (127,600
              )
              $
              -
              
              $
              127,600
              
              $
              -
              
              $
              -
              
              $
              -Beneficial
                  conversion feature of debentures
              
              $
              390,529
              
              $
              390,529
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Foreign
                  Currency Translation Adjustment
              
              $
              48,634
              
              $
              48,634
              
              $
              -
              
              $
              21,905
              
              $
              21,905
              
              $
              -Cumulative
                  effect adjustment
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Net
                  <loss> profit
              
              $
              (4,284,225
              )
              $
              (4,452,893
              )
              $
              (168,668
              )
              $
              (2,399,604
              )
              $
              (2,399,604
              )
              $
              -Prior
                  period balances:Common
                  stock amount
              
              $
              14,518
              
              $
              14,518
              
              $
              -
              
              $
              17,035
              
              $
              17,035
              
              $
              -Common
                  stock subscribed
              
              $
              232,000
              
              $
              232,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Additional
                  paid in capital
              
              $
              1,990,268
              
              $
              1,990,268
              
              $
              -
              
              $
              4,646,360
              
              $
              4,773,960
              
              $
              127,600Accumulated
                  deficit
              
              $
              (1,356,275
              )
              $
              (1,388,907
              )
              $
              (32,632
              )
              $
              (5,640,500
              )
              $
              (5,841,800
              )
              $
              (201,300
              )Accumulated
                  other comprehensive income (loss)
              
              $
              17,644
              
              $
              17,644
              
              $
              -
              
              $
              66,278
              
              $
              66,278
              
              $
              -Treasury
                  stock
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              (15,140
              )
              $
              (15,140
              )Total
                  shareholder's equity
              
              $
              (925,966
              )
              $
              (999,666
              )
              $
              (73,700
              )
              $
              (2,631,117
              )
              $
              (2,704,817
              )
              $
              (73,700
              )Total
                  common stockShares
              
              
              28,479,570
              
              
              28,479,570
              
              
              -
              
              
              35,612,756
              
              
              35,612,756
              
              
              -Amount
              
              $
              17,035
              
              $
              17,035
              
              $
              -
              
              $
              21,315
              
              $
              21,315
              
              $
              -Additional
                  paid in capital
              
              $
              4,646,360
              
              $
              4,773,960
              
              $
              127,600
              
              $
              5,314,629
              
              $
              5,442,229
              
              $
              127,600




F-37




SUPERCLICK,
      INC.


NOTES
        TO
        FINANCIAL STATEMENTS (RESTATED)
 YEARS
        ENDED OCTOBER 31 2006 AND 2005




NOTE
      T
      - RESTATEMENT (Continued)




**SUPERCLICK,
                  INC.**Consolidated
                  Statements of Comprehensive Income (Loss) (Restated)For
                  the Years Ended October 31, 2006 and 2005
  Year
                    ended October 31,
                    2006
                
                Year
                    ended October 31, 2005(Originally
                
                
                
                
                
                (OriginallyReported)
                
                (Restated)
                
                (Difference)
                
                (Restated)
                
                (Restated)
                
                (Difference)Net
                    Earnings (Loss)
                
                $
                (2,399,604
                )
                $
                (2,399,604
                )
                $
                -
                
                $
                (4,284,225
                )
                $
                (4,452,893
                )
                $
                (168,668
                )Other
                    Comprehensive Income (Loss)Derivative
                    gain/(loss)
                
                
                193,006
                
                
                -
                
                
                (193,006
                )
                
                465,774
                
                
                -
                
                
                (465,774
                )Foreign
                    Currency Translation Adjustment
                
                
                21,905
                
                
                21,905
                
                
                -
                
                
                48,634
                
                
                48,634
                
                
                -Net
                    Comprehensive (Loss)
                
                $
                (2,184,693
                )
                $
                (2,377,699
                )
                $
                (193,006
                )
                $
                (3,769,817
                )
                $
                (4,404,259
                )
                $
                (634,442
                )


SEE
        NOTES
        TO FINANCIAL STATEMENTS




F-38




SUPERCLICK,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS (RESTATED)
 YEARS
          ENDED OCTOBER 31 2006 AND 2005


NOTE
        T
        - RESTATEMENT (Continued)
  **SUPERCLICK,
                  INC.**Consolidated
                  Statements of Cash Flows (Restated)For
                  the Year Ended October 31, 2006 and 2005
  Year
                  Ended October 31, 2006
              
              Year
                  Ended October 31, 2005(Originally
              
              
              
              
              
              (OriginallyReported)
              
              (Restated)
              
              (Difference)
              
              Reported)
              
              (Restated)
              
              (Difference)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Earnings <loss>
              
              $
              (2,399,604
              )
              $
              (2,399,604
              )
              $
              -
              
              $
              (4,284,225
              )
              $
              (4,452,893
              )
              $
              (168,668
              )Adjustments
                  to reconcile net losstonet
                  cash used by operating activities:Depreciation
              
              
              75,349
              
              
              75,349
              
              
              -
              
              
              52,841
              
              
              52,841
              
              
              -Loss
                  on the sale of fixed assets
              
              
              20,337
              
              
              20,337
              
              
              -
              
              
              -
              
              
              -
              
              
              -Compensation
                  expense on fair marketvalue
                  of options issued
              
              
              333,535
              
              
              333,535
              
              
              -
              
              
              -
              
              
              -
              
              
              -Compensation
                  expense on intrinsicvalue
                  of options issued
              
              
              35,094
              
              
              35,094
              
              
              -
              
              
              263,566
              
              
              263,566
              
              
              -Stock
                  issued for services
              
              
              77,500
              
              
              77,500
              
              
              -
              
              
              96,475
              
              
              96,475
              
              
              -Amortization
                  of beneficial conversion feature
              
              
              292,896
              
              
              292,896
              
              
              -
              
              
              97,632
              
              
              97,632
              
              
              -Amortization
                  of warrant discount
              
              
              514,983
              
              
              514,983
              
              
              -
              
              
              143,990
              
              
              143,990
              
              
              -Derivative
                  gain on warrants issued with debentures
              
              
              (193,006
              )
              
              (193,006
              )
              
              -
              
              
              (465,774
              )
              
              (465,774
              )
              
              -Stock
                  issued for accrued interest
              
              
              176,420
              
              
              176,420
              
              
              -
              
              
              -
              
              
              -
              
              
              -Impairment
                  of goodwill
              
              
              -
              
              
              -
              
              
              -
              
              
              2,447,500
              
              
              2,575,100
              
              
              127,600Penalty
                  interest on convertible debenture
              
              
              -
              
              
              225,000
              
              
              225,000
              
              
              -
              
              
              -
              
              
              -CHANGES
                  IN CURRENT ASSETS AND CURRENTLIABILITIES:
                  (Net of effect of acquisition)(Increase)
                  decrease in current assets:Accounts
                  receivable
              
              
              374,780
              
              
              374,780
              
              
              -
              
              
              430,405
              
              
              430,405
              
              
              -Other
                  receivables
              
              
              124,459
              
              
              124,459
              
              
              -
              
              
              (188,532
              )
              
              (188,532
              )
              
              -Prepaid
                  expenses
              
              
              185,122
              
              
              185,122
              
              
              -
              
              
              (13,562
              )
              
              (13,562
              )
              
              -Inventory
              
              
              26,623
              
              
              26,623
              
              
              -
              
              
              295,163
              
              
              295,163
              
              
              -Other
                  assets
              
              
              40,648
              
              
              40,648
              
              
              -
              
              
              -
              
              
              -
              
              
              -Increase
                  (decrease) in current liabilities:
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Accounts
                  payable and accrued expenses
              
              
              (156,336
              )
              
              (156,336
              )
              
              -
              
              
              (390,266
              )
              
              (349,198
              )
              
              41,068Accrued
                  Payroll
              
              
              73,020
              
              
              73,020
              
              
              -
              
              
              43,399
              
              
              43,399
              
              
              -Accrued
                  other
              
              
              (27,412
              )
              
              (27,412
              )
              
              -
              
              
              18,692
              
              
              18,692
              
              
              -Deferred
                  revenue
              
              
              632,265
              
              
              632,265
              
              
              -
              
              
              (385,919
              )
              
              (385,919
              )
              
              -CASH
                  USED FOR OPERATING ACTIVITIES
              
              
              206,673
              
              
              431,673
              
              
              225,000
              
              
              (1,838,615
              )
              
              (1,838,615
              )
              
              -CASH
                  FLOWS FROM INVESTING ACTIVITIES:Acquisition
                  of furniture and equipment
              
              
              (20,476
              )
              
              (20,476
              )
              
              -
              
              
              (180,361
              )
              
              (180,361
              )
              
              -CASH
                  USED FOR INVESTING ACTIVITIES
              
              
              (20,476
              )
              
              (20,476
              )
              
              -
              
              
              (180,361
              )
              
              (180,361
              )
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Sale
                  of common stock
              
              
              -
              
              
              -
              
              
              -
              
              
              141,000
              
              
              141,000
              
              
              -Capital
                  investment repayment
              
              
              -
              
              
              -
              
              
              -
              
              
              (127,600
              )
              
              (127,600
              )
              
              -Payment
                  of related party notes payable
              
              
              -
              
              
              -
              
              
              -
              
              
              (299,810
              )
              
              (299,810
              )
              
              -Increase
                  in related party notes payable
              
              
              21,000
              
              
              21,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Proceeds
                  from convertible debenture
              
              
              -
              
              
              -
              
              
              -
              
              
              2,250,000
              
              
              2,250,000
              
              
              -Proceeds
                  from loans
              
              
              -
              
              
              -
              
              
              -
              
              
              46,669
              
              
              46,669
              
              
              -Repayment
                  of loans
              
              
              (9,040
              )
              
              (9,040
              )
              
              -
              
              
              (722
              )
              
              (722
              )
              
              -Penalty
                  interest on convertible debenture
              
              
              225,000
              
              
              -
              
              
              (225,000
              )
              
              -
              
              
              -
              
              
              -CASH
                  USED FOR FINANCING ACTIVITIES
              
              
              236,960
              
              
              11,960
              
              
              (225,000
              )
              
              2,009,537
              
              
              2,009,537
              
              
              -EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (675
              )
              
              (675
              )
              
              -
              
              
              31,398
              
              
              31,398
              
              
              -NET
                  INCREASE (DECREASE) IN CASH
              
              
              422,482
              
              
              422,482
              
              
              -
              
              
              21,959
              
              
              21,959
              
              
              -CASH,
                  beginning of period
              
              
              497,438
              
              
              497,438
              
              
              -
              
              
              475,479
              
              
              497,438
              
              
              -CASH,
                  end of period
              
              $
              919,920
              
              $
              919,920
              
              $
              -
              
              $
              497,438
              
              $
              519,397
              
              $
              -


SEE
        NOTES
        TO FINANCIAL STATEMENTS
  F-39