Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For The Quarterly Period Ended ~~July~~January 31, ~~2010~~2011.

¨ o Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For The Transition Period From ______________To_________________

Commission File Number 333-31238

Superclick, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Washington		52-2219677
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

10222 St-Michel Blvd., Suite 300

Montreal, Quebec, H1H 5H1

(858) 518-1387

(Address, Including Zip Code, And Telephone Number, Including

Area Code, Of Registrant's mailing address in Montreal, Canada)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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

The number of outstanding shares of the issuer's common stock, $0.0006 par value, as of ~~August~~March 279, ~~2010~~2011 was 45,~~512~~959,~~251~~870.

TABLE OF CONTENTS

		Page
Part I – Financial Information
Item 1.	Financial Statements
Item 1. Financial Statements
Consolidated Balance Sheets as of July 31, 2010 (Unaudited)
Consolidated Balance Sheets as of January 31, 2011 (Unaudited) and October 31, 2010 (Audited)		1
and October 31, 2009 (Audited)		1
Consolidated Statements of Operations for the Three Months Ended January, 31, 2011 and 2010 (Unaudited)		2
Consolidated Statements of Operations for the three and
Consolidated Statement of Stockholders Equity for the Year Ended October 31, 2010 and the Three Months Ended January 31, 2011 (Unaudited)		3
nine months ended July 31, 2010 and 2009 (Unaudited)		2
Consolidated Statements of Comprehensive Income for the Three Months Ended January 31, 2011 and 2010 (Unaudited)		4
Consolidated Statement of Stockholders Equity for the year
Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2011 and 2010 (Unaudited)		5
ended October 31, 2009 and the nine months ended
July 31, 2010 (Unaudited)		3
Consolidated Statements of Comprehensive Income for the
three and nine months ended July 31, 2010 and 2009 (Unaudited)		4
Consolidated Statements of Cash Flows for the three and
nine months ended July 31, 2010 and 2009 (Unaudited)		5
Notes To Consolidated Financial Statements (Unaudited)		6
Item 2.	Management's Discussion and Analysis	17
Item 2. Management's Discussion and Analysis		18
Item 3.	Quantitative and Qualitative Disclosures About Market	22
Item 3. Quantitative and Qualitative Disclosures About Market		24
Item 4.	Controls and Procedures	27
Item 4. Controls and Procedures		29
Part II – Other Information
Item 1.	Legal Proceedings	28
Item 1. Legal Proceedings		30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		30
Item 3.	Defaults Upon Senior Securities	28
Item 3. Defaults Upon Senior Securities		30
Item 4.	Submission of Matters to a Vote of Security Holders	28
Item 4. (Removed and Reserved)		30
Item 5.	Other Information	28
Item 5. Other Information		30
Item 6.	Exhibits and Reports on Form 8-K	28
Item 6. Exhibits and Reports on Form 8-K		31
Signatures		2931

ITEM 1. FINANCIAL STATEMENTS

SUPERCLICK, INC.

Consolidated Balance Sheets

	July 31, 2010			October 31, 2009
	January 31, 2011			October 31, 2010
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	12,~~978~~009,~~700~~181		$	2,~~192~~092,~~058~~809
Accounts receivable, net (Notes A&B)		1,~~598~~527,~~722~~307			1,~~481~~835,~~814~~377
Tax refund receivable (Note N)		25,193			-
Income taxes receivable (Note C)		104,243			230,146
Inventory (Note C)		621,993			73,276
Inventory (Note D)		371,055			440,477
Other current assets		74,236			36,777
Financing receivables (Note B)		245,196			99,932
TOTAL CURRENT ASSETS		4,298,844			3,783,925
Other current assets		60,489			47,471
Fixed assets, net (Note D)		148,454			126,989
TOTAL CURRENT ASSETS		4,317,471			4,746,212
TOTAL ASSETS	$	4,447,298		$	3,910,914
Fixed assets, net (Note E)		175,760			160,943
Financing receivables (Note B)		329,176			96,875
TOTAL ASSETS	$	4,822,407		$	5,004,030
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses (Note E)	$	956,005		$	1,132,008
Accounts payable and accrued expenses (Note F)	$	675,912		$	1,515,245
Deferred revenue (Note F)		1,340,280			1,184,537
Deferred revenue (Note G)		1,106,050			876,236
TOTAL CURRENT LIABILITIES		2,296,285			2,316,545
Deferred financing income (Note B)		43,267			21,875
TOTAL LIABILITIES		2,296,285			2,316,545
TOTAL CURRENT LIABILITIES		1,825,229			2,413,356
Commitments (Note G)		-			-
Deferred financing income (Note B)		25,102			16,312
STOCKHOLDERS' EQUITY (Note H)
TOTAL LIABILITIES		1,850,331			2,429,668
Common stock, par value $.0006, 175,000,000 shares authorized; issued and outstanding 45,512,251 and 45,312,251 at July 31, 2010 October 31, 2009, respectively.		27,849			27,729
Commitments (Note H)		-			-
Additional paid-in capital		6,133,369			6,123,489
STOCKHOLDERS' EQUITY (Note I)
Accumulated deficit		(4,183,512	)		(4,595,719	)
Common stock, par value $.0006, 175,000,000 shares authorized; issued and outstanding 45,959,870 and 45,662,251 at January 31, 2011 and October 31, 2010, respectively.		28,117			27,939
Accumulated other comprehensive income (loss)
Additional paid-in capital		6,155,601			6,140,779
(Cumulative translation adjustment)		188,447			54,010
Accumulated deficit		(3,484,823	)		(3,805,197	)
Accumulated other comprehensive income (loss) (Cumulative translation adjustment)		288,321			225,981
Treasury Stock		(15,140	)		(15,140	)
TOTAL STOCKHOLDERS' EQUITY		2,~~151~~972,~~013~~076			12,~~594~~574,~~369~~362
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,~~447~~822,~~298~~407		$	35,~~910~~004,~~914~~030

SEE NOTES TO FINANCIAL STATEMENTS

SUPERCLICK, INC.

Consolidated Statements of Operations (Unaudited)

For the Three ~~and Nine~~ Months Ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010

	Three Months Ended						~~Nine Months Ended~~
	July 31,						July 31,
	January 31,
	2010			2009			2010			2009
	2011			2010
Revenue
Net Sales	$	1,~~109~~316,~~853~~880		$	1614,~~186,847~~664		$	~~2,812,337~~		$	~~2,803,371~~
Services		1,~~035~~168,~~718~~592			1,~~024~~014,~~072~~774			~~3,115,593~~			~~2,726,633~~
Net revenue		2,~~145~~485,~~571~~472			21,~~210~~629,~~919~~438			~~5,927,930~~			~~5,530,004~~
Cost of goods sold		1,~~169~~271,~~304~~915			1786,~~098,315~~478			~~3,089,851~~			~~2,627,119~~
Gross profit		~~976~~1,~~267~~213,557			1842,~~112,604~~960			~~2,838,079~~			~~2,902,885~~
Costs and Expenses
Selling, general & administrative		~~612~~677,~~477~~651			~~701~~550,~~544~~329			~~1,979,954~~			~~1,531,951~~
Research & development		6473,~~184~~019			6561,~~278~~257			~~190,265~~			~~154,684~~
Depreciation		612,~~743~~546			911,~~246~~701			~~32,701~~			~~32,340~~
Total costs and expenses		~~683~~763,~~404~~216			~~776~~623,~~068~~287			~~2,202,920~~			~~1,718,975~~
Income from operations		~~292~~450,~~863~~341			~~336~~219,~~536~~673			~~635,159~~			~~1,183,910~~
Other Income and (Expense)
Interest income		~~750~~931			-1,054			~~2,732~~			~~584~~
Interest expense		(~~495~~93	)		(~~1,702~~351	)		~~(1,229~~	)		~~(28,611~~	)
Gain on forgiveness of debt		-			6,167			-			86,137
Total other income and (expense)		838			703
Total other income and (expense)		255			4,465			1,503			58,110
Net income before income taxes		451,179			220,376
Net income before income taxes		293,118			341,001			636,662			1,242,020
Income taxes		130,805			70,795
Income taxes		(100,979	)		(48,028	)		(224,455	)		(314,553	)
Net income	$	320,374		$	149,581
Net income	$	192,139		$	292,973		$	412,207		$	927,467
Net income per common share:
Net income per common share:
Basic	$	0.01		$	0.00
Basic	$	0.00		$	0.01		$	0.01		$	0.02
Diluted	$	0.01		$	0.00
Diluted	$	0.00		$	0.00		$	0.01		$	0.02
Weighted average common shares outstanding:
Weighted average common shares outstanding:
Basic		45,940,029			45,312,251
Basic		45,416,695			45,272,356			45,347,066			45,075,689
Diluted		58,367,410			59,164,607
Diluted		58,524,751			59,341,379			58,524,751			59,505,600

SEE NOTES TO FINANCIAL STATEMENTS

SUPERCLICK, INC.

Consolidated Statement of Stockholder's Equity

For the ~~Nine~~ ~~Months~~Three months Ended ~~July~~January 31, ~~2010~~2011 (Unaudited) and the Year Ended ~~October~~Octoober 31, ~~2009~~2010

										Deficit
													Accumulated
										Accumulated			Accumulated
	Common Stock							Additional					Other						Total
	Common Stock							Additional		During the			Other						Total
	Number of							Paid-in		Accumulated			Comprehensive			Treasury			Stockholders'
	Number of							Paid-in		Developmental			Comprehensive			Treasury			Stockholders'
	Shares		Amount		Payable			Capital		Deficit			Income (loss)			Stock			Equity
	Shares		Amount		Payable			Capital		Stage			Income (loss)			Stock			Equity
BALANCES October 31, 2008		44,937,251	$	27,504	$	18,000		$	6,060,714	$	(5,863,820	)	$	(212,989	)	$	(15,140	)	$	14,269
Shares issued during the period:
Shares issued for services		375,000		225.00		(18,000	)		62,775											45,000
Other											(24,023	)								(24,023	)
Foreign Currency Translation Adjustment														266,999						266,999
Net profit											1,292,125									1,292,125
BALANCES October 31, 2009		45,312,251	$	27,729	$	-		$	6,123,489	$	(4,595,719	)	$	54,010		$	(15,140	)	$	1,594,369
Stock options exercised		~~200~~350,000	$	~~120~~210				$	917,~~880~~290											1017,~~000~~500
Foreign Currency Translation Adjustment														~~134~~171,~~437~~971						~~134~~171,~~437~~971
Net profit											~~412~~790,~~207~~522									~~412~~790,~~207~~522
BALANCES July 31, 2010		45,512,251	$	27,849	$	-		$	6,133,369	$	(4,183,512	)	$	188,447		$	(15,140	)	$	2,151,013
BALANCES October 31, 2010		45,662,251	$	27,939	$	-		$	6,140,779	$	(3,805,197	)	$	225,981		$	(15,140	)	$	2,574,362
Stock options exercised		297,619	$	178				$	14,822											15,000
Foreign Currency Translation Adjustment														62,340						62,340
Net profit											320,374									320,374
BALANCES January 31, 2011		45,959,870	$	28,117	$	-		$	6,155,601	$	(3,484,823	)	$	288,321		$	(15,140	)	$	2,972,076

SEE NOTES TO FINANCIAL STATEMENTS

SUPERCLICK, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

For the Three ~~and Nine~~ Months Ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010

	Three Months Ended					~~Nine Months Ended~~
	July 31,					July 31,
	January 31,
	2010			2009		2010		2009
	2011			2010
Net income	$	~~192~~320,~~139~~374		$	~~292~~149,~~973~~581	$	~~412,207~~	$	~~927,467~~
Other comprehensive income
Foreign currency translation adjustment		~~(50~~62,~~950~~340	)		~~213~~29,~~737~~622		~~134,437~~		~~255,851~~
Net comprehensive income	$	~~141~~382,~~189~~714		$	~~506~~179,~~710~~203	$	~~546,644~~	$	~~1,183,318~~

SEE NOTES TO FINANCIAL STATEMENTS

SUPERCLICK, INC.

Consolidated Statements of Cash Flows (Unaudited)

For the Three ~~and Nine~~ Months Ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~ 2010

	Three Months Ended						~~Nine Months Ended~~
	July 31,						July 31,
	January 31,
	2010			2009			2010			2009
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	~~192~~320,~~139~~374		$	~~292~~149,~~973~~581		$	~~412,207~~		$	~~927,467~~
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		612,~~743~~546			911,~~246~~699			~~32,700~~			~~32,340~~
Stock issued for services		-			54,000			-			54,000
CHANGES IN ASSETS AND LIABILITIES:
Gain on forgiveness of debt		-			(6,167	)		-			(86,137	)
Accounts receivable		492,374			86,338
Deferred taxes		-			-			-			(113,412	)
Financing receivables		(540,140	)		-
CHANGES IN ASSETS AND LIABILITIES:
Other current assets		(12,569	)		(82,799	)
Accounts receivable		(744,905	)		102,435			(38,399	)		1,403,858
Inventory		82,919			(86,460	)
Other receivables		(8,103	)		94			(8,695	)		3,462
Accounts payable and accrued expenses		(812,691	)		(39,354	)
Prepaid expenses		26,575			47,539			(32,533	)		(10,098	)
Accrued payroll		(58,485	)		(136,940	)
Inventory		(110,675	)		115,267			(543,614	)		217,531
Income taxes payable and receivable		120,021			(348,821	)
Accounts payable and accrued expenses		166,015			109,440			251,121			(303,227	)
Deferred revenue		267,080			106,865
Accrued payroll		(1,465	)		(7,871	)		(55,348	)		(32,228	)
CASH PROVIDED BY OPERATING ACTIVITIES		(128,571	)		(339,891	)
Income taxes payable and receivable		(25,815	)		27,645			(432,616	)		328,411
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred revenue		98,479			(320,688	)		79,326			(683,614	)
Acquisition of furniture and equipment		(24,922	)		(18,912	)
CASH PROVIDED BY OPERATING ACTIVITIES		(401,012	)		423,913			(335,851	)		1,738,353
CASH (USED) FOR INVESTING ACTIVITIES		(24,922	)		(18,912	)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition of furniture and equipment		(24,546	)		(6,459	)		(47,508	)		(11,502	)
Stock options exercised		15,000			-
CASH (USED) FOR INVESTING ACTIVITIES		(24,546	)		(6,459	)		(47,508	)		(11,502	)
CASH (USED) FOR FINANCING ACTIVITIES		15,000			-
CASH FLOWS FROM FINANCING ACTIVITIES:
EFFECT OF EXCHANGE RATE CHANGES ON CASH		54,865			39,689
Repayment of loans		-			(100,382	)		-			(151,767	)
NET INCREASE (DECREASE) IN CASH		(83,628	)		(319,114	)
Repayment of convertible debenture		-			-			-			(761,588	)
CASH, beginning of period		2,092,809			2,192,058
Stock options exercised		10,000			-			10,000			-
CASH, end of period	$	2,009,181		$	1,872,944
CASH (USED) FOR FINANCING ACTIVITIES		10,000			(100,382	)		10,000			(913,355	)
Interest paid	$	93		$	351
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(64,527	)		271,894			160,001			347,666
Taxes paid	$	-		$	430,591
NET INCREASE (DECREASE) IN CASH		(480,085	)		588,966			(213,358	)		1,161,162
CASH, beginning of period		2,458,785			1,353,716			2,192,058			781,520
CASH, end of period	$	1,978,700		$	1,942,682		$	1,978,700		$	1,942,682
Interest paid	$	-		$	-		$	734		$	22,503
Taxes paid	$	114,067		$	22,188		$	643,618		$	109,530
Other non-cash investing and financing activities:
Shares issued for services	$	-		$	54,000		$	-		$	54,000

SEE NOTES TO FINANCIAL STATEMENTS

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JULY~~JANUARY 31, ~~2010~~2011 AND ~~2009~~ 2010

NOTE A-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of Superclick, Inc. as of ~~July~~January 31, ~~2010~~2011 and for the three ~~and~~ ~~nine~~ month ~~periods~~period ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Superclick, Inc's Form 10-KKSB for the year ended October 31, ~~2009~~2010. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

In October, 2003, Superclick ~~Networks~~, Inc. ~~was~~(formerly ~~organized~~Grand onPrix ~~August 24~~Sports, ~~2000,~~Inc.) incompleted ~~Montreal,~~an ~~Quebec,~~acquisition ~~Canada.~~ of Superclick Networks, Inc. The acquisition was ~~incorporated~~accounted onfor ~~June~~as ~~3, 1999. As~~ a ~~result~~recapitalization ofeffected by a reverse merger ~~in 2003~~, wherein Superclick Networks, Inc. is considered the ~~parent~~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. iswas inorganized ~~the~~on ~~business~~August of24, ~~providing~~2000, ~~and~~in ~~installing~~Montreal, ~~broadband~~Quebec, ~~high speed~~Canada. For ~~Internet~~purposes ~~connection~~of ~~equipment~~the ~~and~~financial IPreporting ~~(“Internet~~of ~~Protocol”)~~our ~~infrastructure management~~reverse ~~systems~~merger ~~with 24x7x365 help desk support predominantly to hotels on a worldwide basis. However~~acquisition, the ~~Superclick~~date ~~solution~~of inception is ~~also~~considered ~~deployed~~to inbe ~~multi dwelling~~August ~~units (“MDU’s”)~~24, ~~universities and Hospitals~~2000. ~~Superclick, Inc. commercialized its initial Internet access management products in 2002.~~

~~All~~The ~~share~~ Company is in the business of providing and ~~per~~installing ~~share~~broadband ~~amounts~~high ~~shown~~speed inInternet ~~these~~connection ~~financial~~equipment ~~statements~~and ~~reflect~~IP ~~the~~(“Internet ~~stock split~~Protocol”) ~~for~~infrastructure ~~all~~management ~~periods~~systems ~~presented~~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.

~~Superclick, Inc’s~~On ~~plan~~October of6, ~~business~~2003 ~~is committed to the commercialization activities of~~ Superclick ~~Network~~, Inc.’s ~~products,~~amended ~~with an emphasis on broadening~~ its ~~market penetration~~articles ~~and~~of ~~building~~incorporation ~~product~~by ~~and~~changing ~~brand~~the ~~awareness~~name ~~amongst~~of ~~its target customer base in~~ the ~~hospitality~~Company ~~and~~from ~~healthcare~~Grand ~~markets.~~Prix ~~Superclick~~Sports, Inc. ~~intends~~ to ~~grow its revenue through expanding its sales of~~ Superclick ~~Network~~, Inc.’s ~~products and~~to ~~call~~more ~~center~~accurately ~~support~~reflect ~~services~~the ~~such~~nature ~~that~~of itits ~~can~~business ~~reasonably~~after ~~support~~the ~~its operating~~recapitalization ~~expenses~~effected ~~through~~by ~~cash~~the ~~flow~~reverse merger.

Pursuant to a share purchase agreement dated October 7, 2003, Superclick, Inc. acquired 100% of the issued and outstanding shares of Superclick Networks, Inc. from its shareholders. In consideration for acquiring all of 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.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

NOTE A-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization (Continued)

Concurrent with the reverse merger of Superclick, Inc. with Superclick Networks, Inc, the Company retroactively affected a 6 for 1 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 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.

Summary of Significant Accounting Principles

Principles of consolidation

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

Accounting estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2010 AND 2009

NOTE A-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

NOTE A-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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

Accounting for the Impairment or Disposal of Long-Lived Assets 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 fair value of the asset. If the fair value is 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. The Company has never recognized an impairment charge.

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 considered to have occurred after the delivery and installation of the equipment to the customer.

Deferred revenue

Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically 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.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2010 AND 2009

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 three months ended ~~July 31,~~January ~~2010 and 2009, the Company incurred approximately $48,098 and $28,021, respectively in marketing and advertising expense. For the nine months ended July~~ 31, ~~2010~~2011 and ~~2009~~2010, the Company incurred approximately $8310,~~860~~952 and $378,~~829~~529, respectively in marketing and advertising expense.

Research and development

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

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings per common share

The Company reports both basic and diluted earnings per share. Basic earnings per share are calculated using the weighted average number of common shares outstanding in the period. Diluted earnings 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.

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.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and accounts receivable. The carrying amount of these financial instruments has been estimated by management to approximate fair value.

“Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.

The company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. We have no Level 1 instruments as of ~~July~~January 31, ~~2010~~ 2011.

Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. We have no Level 2 instruments as of ~~July~~ January 31, ~~2010~~2011.

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. We have no Level 3 instruments as of ~~July~~January 31, ~~2010~~2011.

8Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Income taxes (Continued)

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods.

Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Recent Accounting Pronouncements

OnIn ~~July 1,~~October 2009, the FASB ~~officially~~issued ~~launched~~ASU 2009-14 Software (Topic 985) which provides guidance on revenue recognition. Under the ~~FASB~~new ~~ASC~~guidance ~~105~~on -arrangements ~~Generally~~that ~~Accepted Accounting~~include ~~Principles~~software elements, ~~which~~tangible ~~established~~products ~~the~~that ~~FASB~~have ~~Accounting~~software ~~Standards Codification~~components (“that are essential to the ~~Codification”),~~functionality asof the ~~single~~tangible ~~official~~product ~~source~~will no longer be within the scope of ~~authoritative,~~ ~~nongovernmental,~~the ~~U.S.~~software ~~GAAP~~revenue recognition guidance, inand ~~addition~~software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued byguidance ~~the Securities~~on ~~and~~revenue ~~Exchange~~arrangements ~~Commission. The~~with ~~Codification~~multiple isdeliverables ~~designed~~that ~~to simplify~~are ~~U.S.~~outside ~~GAAP~~the ~~into~~scope aof ~~single,~~the ~~topically~~software ~~ordered~~revenue ~~structure~~recognition guidance. ~~All~~ Under the new guidance, ~~contained~~when invendor ~~the~~specific ~~Codification~~objective ~~carries~~evidence or third party evidence for deliverables in an ~~equal~~arrangement ~~level~~cannot be determined, a best estimate of the ~~authority. The~~selling ~~Codification~~price is ~~effective~~required ~~for~~to ~~interim~~separate deliverables and ~~annual periods~~allocate ~~ending~~arrangement ~~after~~consideration ~~September~~using ~~15,~~the ~~2009~~relative selling price method. ~~Accordingly,~~ ~~the~~The ~~Company refers~~new toguidance ~~the~~includes ~~Codification~~new indisclosure ~~respect~~requirements on how the application of the ~~appropriate~~relative ~~accounting~~selling ~~standards throughout~~price ~~this~~method ~~document~~affects asthe ~~“FASB~~timing ~~ASC”~~and amount of revenue recognition. ~~Implementation~~ASU ofNo. ~~the Codification~~2009-14 ~~did~~is ~~not~~effective ~~have~~for ~~any~~revenue ~~impact~~arrangements entered into or materially modified in fiscal years beginning on ~~the~~or after June 15, 2010, with early application permitted. The Company’s ~~consolidated~~did not encounter any significant financial ~~statements~~ impact upon adoption.

OnConcentrations ~~June 30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic 105) – Generally Accepted Accounting Principles – amendments based on – Statement~~ of ~~Financial~~credit Accounting Standards No. 168 –The FASB Accounting and Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. Beginning with this Statement the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standard Updates. This ASU includes FASB Statement No. 168 in its entirety. While ASU’s will not be considered authoritative in their own right, they will serve to update the Codification, provide the bases for conclusions and changes in the Codification, and provide background information about the guidance. The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative. ASU No. 2009-01 is effective for financial statements issued for the interim and annual periods ending after September 15, 2009, and did not result in any significant financial impact upon adoption.risk

9The Company performs ongoing credit evaluations of its customers. At January 31, 2011, two customers accounted for 22% (11% and 11%) of accounts receivable. At January 31, 2010, one customer accounted for 44% of accounts receivable.

~~SUPERCLICK~~During the three months ended January 31, ~~INC~~ 2011, one customer accounted for 22% of sales. During the three months ended January 31, 2010, no customer accounted for more than 10% of sales.

~~NOTES~~For ~~TO THE~~the ~~CONSOLIDATED~~three ~~FINANCIAL~~months ~~STATEMENTS~~ended ~~(UNAUDITED)~~January 31, 2011 and 2010, approximately 36% and 52% of the Company's net sales were made to customers outside the United States.

~~FOR~~The ~~THE THREE~~Company ~~AND~~has ~~SIX~~maintained ~~MONTHS~~balances ~~ENDED~~in ~~APRIL~~excess ~~30,~~of ~~2010~~federally ~~AND~~insured ~~2009~~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.

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements (Continued)

In August 2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. This ASU clarifies the fair market value measurement of liabilities. In circumstances where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with the principles of Topic 820 such as an income or market approach. ASU No. 2009-05 was effective upon issuance and it did not result in any significant financial impact on the Company upon adoption.

In September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent). This ASU permits use of a practical expedient, with appropriate disclosures, when measuring the fair value of an alternative investment that does not have a readily determinable fair value. ASU No. 2009-12 is effective for interim and annual periods ending after December 15, 2009, with early application permitted. Since the Company does not currently have any such investments, it did not experience any impact on its financial statements upon adoption.

In May 2009, the FASB issued FASB ASC 855, “Subsequent Events.” This Statement addresses accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. FASB ASC 855 requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, the date issued or date available to be issued. The Company adopted this Statement in the third quarter of fiscal 2009. As a result the date through which the Company has evaluated subsequent events and the basis for that date have been disclosed in Note K, Subsequent Events.

In April 2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and Disclosures,” related to providing guidance on when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. The update clarifies the methodology to be used to determine fair value when there is no active market or where the price inputs being used represent distressed sales. The update also reaffirms the objective of fair value measurement, as stated in FASB ASC 820, which is to reflect how much an asset would be sold in and orderly transaction, and the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive. The Company adopted this Statement in the second quarter of 2009 without significant financial impact.

In April 2009, the FASB ASC 320, “Investments – Debt and Equity,” amends current other-than-temporary guidance for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to credit and noncredit components impaired debt securities that are not expected to be sold. Also, the Statement increases disclosures for both debt and equity securities regarding expected cash flows, securities with unrealized losses, and credit losses. The Company adopted this Statement in the second quarter of 2009 without significant impact to our financial statements.

In April 2009, the FASB issued an update to FASB ASC 825, “Financial Instruments,” to require interim disclosures about the fair value of financial instruments.” This update enhances consistency in financial reporting by increasing the frequency of fair value disclosures of those assets and liabilities falling within the scope of FASB ASC 825. The Company adopted this update in the second quarter of 2009 without significant impact to the financial statements.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Recent~~ Accounting ~~Pronouncements~~ ~~(Continued)~~for Share-Based Compensation

InThe ~~April 2009,~~Company ~~the~~accounts ~~FASB~~for ~~issued~~all ancompensation ~~update~~related to ~~FASB~~stock, ~~ASC~~options ~~805,~~or ~~“Business~~warrants ~~Combinations,”~~using ~~that clarifies~~a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and ~~amends~~is ~~FASB~~recognized ~~ASC~~over ~~805~~the service period, aswhich itis ~~applies~~usually tothe ~~all~~vesting ~~assets~~period. Stock ~~acquired~~issued ~~and liabilities~~for ~~assumed~~compensation inis avalued ~~business~~using ~~combination~~the ~~that~~market ~~arise~~price ~~from~~of ~~contingencies~~the stock on the date of the related agreement. ~~This~~ We ~~update~~use ~~addresses~~the ~~initial~~Black-Scholes ~~recognition~~pricing model to calculate the fair value of options and ~~measurement~~warrants ~~issues,~~issued ~~subsequent measurement~~to both employees and ~~accounting~~non-employees. In calculating this fair value, ~~and~~there ~~disclosures~~are ~~regarding~~certain ~~these~~assumptions ~~assets~~that ~~and liabilities~~we ~~arising~~use ~~from~~consisting ~~contingencies~~of inthe aexpected ~~business~~life ~~combination.~~of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The ~~Company adopted~~use ~~this~~of ~~Statement~~a indifferent ~~the~~estimate ~~second~~for ~~quarter~~any one of ~~2009~~these components ~~without~~could ~~significant~~have a material impact to on the ~~financial~~amount ~~statements~~of calculated compensation expense.

Recent Accounting Guidance Not Yet Adopted

In October 2009, the FASB issued ASU 2009-14—Software (Topic 985) which provides guidance on revenue recognition that will become effective for us beginning November 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe adoption of this new guidance will not have a material impact on our financial statements.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. At July 31, 2010, one customer accounted for 14% of accounts receivable.

During the three months ended July 31, 2010, one customer accounted for 20% of sales. During the nine months ended July 31, 2010, no customer accounted for more than 10% of sales.

During the three months ended July 31, 2009, one customer accounted for 11% of sales. During the nine months ended July 31, 2009, no customer accounted for more than 10% of sales.

For the three months ended July 31, 2010 and 2009, approximately 34% and 29%, respectively, of the Company's net sales were made to customers outside the United States.

For the nine months ended July 31, 2010 and 2009, approximately 37% and 34%, respectively, of the Company's net sales were made to customers outside the United States.

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.

Foreign Currency Translation

The financial statements of the Canadian Subsidiary are measured using the Canadian dollar as the functional currency. Assets, liabilities and equity accounts of the company are translated at exchange rates as of the balance sheet date or historical acquisition date, depending on the nature of the account. Revenues and expenses are translated at average rates of exchange in effect throughout 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.

NOTE B – ACCOUNTS RECEIVABLE

Accounts Receivable

The accounts receivable balance of $1,527,307 as of January 31, 2011 is reported net of an allowance for doubtful accounts of $32,749.

The accounts receivable balance of $1,835,377 as of October 31, 2010 is reported net of an allowance for doubtful accounts of $32,215

Sales Type Lease Receivable

In late fiscal 2010, the Company began offering long-term payment arrangements for certain installations. Pursuant to ASC 840-10-25-1(a) and ASC 840-10-25-43(a), the terms of the agreements described below dictate that the hardware and installation portion of the agreements be treated as sales-type capital leases. As a result, the Company has recognized a lease receivable and unearned interest income liability on the equipment and installation portion of the agreements.

On July 1, 2010, the Company entered into and installation and support agreement with a customer. Under the three year Support Agreement commencing on August 10, 2010, the Company will provide 24x7x365 helpdesk support for hotel guests and staff. In exchange the Company will receive a monthly room fee and annual license fee. Under the Installation Agreement the Customer received guest internet access infrastructure including networking equipment. The sale price of the installation was $216,092. The Company received a $45,000 payment and agreed to finance the remaining principle amount of $171,092.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting for Share-Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. We use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. In calculating this fair value, there are certain assumptions that we use consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense.

Research and development

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

NOTE B – ACCOUNTS RECEIVABLE

~~The accounts~~Sales ~~receivable~~Type ~~balance~~Lease atReceivable ~~July 31, 2010 and October 31, 2009 consisted of $1,598,722 and $1,526,620, respectively, and is reported net of an allowance for doubtful accounts of $42,787 and $44,806, respectively.~~(Continued)

~~NOTE~~On CJuly -14, 2010, the Company entered into an agreement with a customer whereby under the three year Agreement, the customer will receive 24x7x365 helpdesk support for hotel guests and staff and a wireless infrastructure. In exchange, the Company will receive a monthly room fee. Contained in the single monthly room fee is revenue for ongoing support and financing on the installation hardware and labor. At the end of the 36 month term, ownership of the hardware passes to the customer. The sale price of the installed hardware is $456,588 and includes hardware and installation which was accounted for under the completed contract method. During the three months ended January 31, 2011, the Company completed the hardware installations and recognized $456,588, of which ~~INVENTORY~~$410,243 was recognized as revenue and $46,345 as deferred financing revenue and was based on an imputed interest rate of 7.5%. The deferred financing revenue is being recognized over the 36 month term of the financing arrangement.

~~Inventory is~~As ~~comprised~~ of ~~computer~~January ~~equipment~~31, ~~and~~2011 ~~stated~~we athave ~~the~~recorded ~~lower~~$245,196 of ~~cost~~current orlease ~~market,~~receivables ~~as determined~~and ~~using~~$329,176 ~~the~~of ~~first~~non-current inlease receivables. Additionally, ~~first~~related ~~out~~to ~~method.~~the ~~The~~above ~~following~~agreements ~~table~~are ~~represents~~ the ~~major~~current ~~components~~and ofnot-current ~~inventory~~unearned atinterest ~~July~~income ~~31,~~(i.e. ~~2010~~Deferred Financing Income) of $43,267 and ~~October~~$25,102, 31respectively, ~~2009:~~ in the liability portion of our balance sheet.

	July 31,			October 31,
	2010			2009
Computer equipment	$	579,513		$	113,848
Allowance for obsolete inventory		(42,480	)		(40,572	)
Inventory, net	$	621,993		$	73,276

During the three months ended January 31, 2011, the Company recognized interest income related to the above sales-type leases of $14,872.

~~NOTE~~The Dfuture -minimum ~~PROPERTY~~lease ~~AND EQUIPMENT~~payments to be received for each of the next five years is as follows:

Property and equipment consisted of the following at July 31, 2010 and October 31, 2009:

	Future Minimum
	Lease		Unearned
	Payments		Income
2011	$	189,147	$	34,591
2012		217,782		26,325
2013		167,443		7,453
2014		-		-
2015		-		-
Total	$	574,372	$	68,369

	July 31,			October 31,
	2010			2009
Computer hardware	$	263,998		$	205,834
Furniture & fixtures		151,874			145,052
Computer software		102,318			97,722
Leasehold improvements		34,132			32,599
Fabrication mold and dye		22,109			21,116
		574,431			502,323
Accumulated depreciation		(425,977	)		(375,334	)
Fixed assets, net	$	148,454		$	126,989

NOTE C – INCOME TAXES RECEIVABLE

As of October 31, 2010, $230,146 was accrued for income taxes receivable from the Canadian and Provincial taxing authorities. During 2010, the Company recorded a provision for income taxes of $373,904 based on a combined Federal and Provincial tax rate of 31% and paid taxes of $474,600 based on the prior year’s taxable income. However, our 2010 taxable income decreased resulting in a $230,146 receivable.

During the three months ended January 31, 2011, the Company recorded a provision for income taxes of $130,805. As of January 31, 2011, the company had an income tax receivable of $104,243.

The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company’s estimate takes into account estimations of annual pre-tax income, the geographic mix of pre-tax income and its interpretations of tax laws and the possible outcomes of current and future audits.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE D - ~~PROPERTY AND EQUIPMENT (Continued)~~INVENTORY

~~Depreciation expense~~Inventory ~~for~~is comprised of computer equipment and stated at the ~~three~~lower ~~months~~of ~~ended~~cost ~~July~~or 31market, ~~2010~~as ~~and~~determined ~~2009~~using ~~was~~the $6first in,~~743~~ ~~and~~first ~~$9,246, respectively~~out method. The ~~Depreciation~~following ~~expense~~table ~~for~~represents the ~~nine~~major ~~months~~components ~~ended~~of ~~July~~inventory at January 31, ~~2010~~2011 and ~~2009~~ ~~was~~October ~~$32~~31,~~700~~ ~~and $32,340, respectively.~~2010:

NOTE E – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	January 31,			October 31,
	2011			2010
Computer equipment	$	414,671		$	483,382
Allowance for obsolete inventory		(43,616	)		(42,905	)
Inventory, net	$	371,055		$	440,477

~~Accounts payable~~NOTE ~~and~~E ~~accrued~~– ~~expenses~~FIXED ~~consisted of the following at July 31, 2010 and October 31, 2009:~~ASSETS

	July 31,			December 31,
	2010			2009
Trade payables	$	541,813		$	333,826
Professional fees		92,757			25,762
Accrued wages payable		230,958			276,722
Income taxes payable		(76,598	)		330,718
Refunds payable		167,075			164,980
	$	956,005		$	1,132,008

Property and equipment consisted of the following at January 31, 2011 and October 31, 2010:

As of July 31, 2010, accrued wages payable included $27,136 and $26,927 due to the CEO and CFO, respectively. As of October 31, 2009, accrued payroll included $101,184 and $56,612 due to the CEO and CFO, respectively.

	January 31,			October 31,
	2011			2010
Computer hardware	$	294,873		$	290,068
Furniture & fixtures		155,936			153,395
Computer software		107,549			103,343
Leasehold improvements		57,265			34,474
Fabrication mold and dye		22,700			22,330
		638,323			603,610
Accumulated depreciation		(462,563	)		(442,667	)
Fixed assets, net	$	175,760		$	160,943

~~Income~~Depreciation ~~taxes payable~~expense for the three months ended January 31, 2011 and 2010 was $12,546 and $11,701, respectively.

~~During the~~NOTE ~~three~~F ~~and~~– ~~nine~~ACCOUNTS ~~months~~PAYABLE ~~ended~~AND ~~July~~ACCRUED 31, 2010 we recorded provisions for income taxes of $100,979 and $224,455, respectively, compared to $48,028 and $314,553 for the same period in 2009. During the three and nine months ended July 31, 2010 we made payments to the Canadian Federal and Provincial tax authorities of $114,067 and $643,618, respectively.EXPENSES

~~The Company~~Accounts ~~recorded~~payable ~~a provision for income taxes of $611,732 for the year ended October 31, 2009 based on a combined Canadian Federal~~ and ~~Provincial~~accrued ~~tax~~expenses ~~rate~~consisted of ~~32%.~~ ~~The Company updates~~ the ~~estimate~~following ~~of its annual effective tax rate~~ at ~~the end~~January ~~of each quarterly period. The Company’s estimate takes into account estimations of annual pre-tax income~~31, ~~the~~2011 ~~geographic mix of pre-tax income~~ and ~~its~~ ~~interpretations~~October of31, ~~tax laws and the possible outcomes of current and future audits.~~2010:

NOTE F – DEFERRED REVENUE

	January 31,		October 31,
	2011		2010
Trade payables	$	229,582	$	888,049
Customer overpayments		200,445		176,487
Professional fees		60,349		184,318
Accrued wages payable		185,536		239,728
GST/QST tax payable		-		26,663
	$	675,912	$	1,515,245

~~Deferred revenue~~As ~~consists~~ of ~~funds~~January ~~received~~31, in2011, ~~advance~~accrued ofpayroll ~~services~~included ~~being~~$23,678 ~~performed.~~and ~~As of July 31~~$28,676 ~~2010,~~due to the ~~deferred~~CEO ~~revenue~~and ~~balance of $1~~CFO,~~340,280~~ ~~consisted~~respectively. As of ~~$745~~October 31,~~165 related~~ to2010, ~~support~~accrued ~~and~~wages ~~maintenance~~payable ~~for~~included ~~multiple~~$40,041 ~~customers~~ and $~~595~~31,~~115~~722 ~~related~~ due to ~~customer~~the ~~deposits~~CEO ~~for~~and ~~future~~CFO, ~~hardware installations~~respectively.

As of October 31, 2009, the deferred revenue balance of $1,184,537 consisted of 1) $914,739 related to support and maintenance for multiple customers; 2) $174,985 related to the sale of a master license agreement which commenced August 2007 and is being amortized over its term of thirty six (36) months; and 3) $94,813 related to customer deposits for future hardware installations.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE G ~~- COMMITMENTS~~– DEFERRED REVENUE

~~In October~~Deferred ~~2009~~revenue ~~the~~consists ~~Company~~of ~~renewed~~funds areceived ~~lease~~in ~~for~~advance ~~office space. The lease extends through September 30, 2014 at a rate~~ of ~~$4,695~~services ~~per~~being ~~month~~performed. As ~~During~~of ~~the~~October ~~three and nine months ended July~~ 31, 2010, the ~~Company~~deferred ~~incurred~~revenue ~~$11,416~~balance ~~and~~of $40876,~~196, respectively,~~236 inconsisted ~~rent~~of ~~expense.~~$677,731 ~~During~~related ~~the~~to ~~three~~support and ~~nine~~maintenance ~~months~~for ~~ended~~multiple ~~July~~customers 31and $198, ~~2009,~~505 ~~the~~related ~~Company~~to ~~incurred~~customer ~~$15,678~~deposits ~~and~~for ~~$44,442,~~future ~~respectively,~~hardware ~~in rent expense~~installations.

As of January 31, 2011, the deferred revenue balance of $1,106,050 consisted of $934,778 related to support and maintenance for multiple customers and $171,272 related to customer deposits for future hardware installations.

NOTE H - COMMITMENTS

On October 1, 2010 the Company renewed a lease for office space. The lease extends through September 30, 2014 at a rate of $4,695 per month. At January 31, 2011, contractual obligations were as follows:

	Rent
2011		42,255
2012		56,340
2013		56,340
2014		51,645
2015 and thereafter		-
	$	206,580

During the three months ended January 31, 2011 and 2010, the Company incurred $16,080 and $16,874, respectively, in rent expense.

The Company does not maintain any long-term or exclusive commitments or arrangements to purchase merchandise from any single supplier.

NOTE HI - PREFERRED AND COMMON STOCK

Preferred Stock

The Company has authorized 20,000,000 shares of $.0001 par value preferred stock available for issuance. No ~~shares of~~ preferred ~~stock~~shares have been issued as of ~~July~~ January 31, ~~2010~~2011.

Common Stock Issued for Services

~~During the~~No ~~year ended October 31, 2009, the Company issued 75,000 shares of common~~ stock inwas ~~exchange for director services. The shares were~~ issued for services ~~performed~~ induring ~~fiscal~~the ~~year~~three ~~2008~~months ~~which~~ended ~~expense~~January ~~of $9,000 was recognized in our fiscal year ending October~~ 31, ~~2008.~~2011 ~~The~~or ~~balance of $9,000 expensed in 2008 was reversed as a credit to stock compensation expense during 2009. During~~ the year ended October 31, ~~2009, the Company issued 300,000 irrevocable restricted shares of common stock in exchange for investor relations services valued at fair market value of $0~~2010.~~18 per share or $54,000.~~

~~During the~~Common ~~nine~~Stock ~~months ended July 31, 2010, the Company received $10,000 upon the exercise of options and issued 200,000 shares of common stock.~~Options

~~NOTE~~During Ithe –three ~~STOCK~~months ~~INCENTIVE PLANS~~ended January 31, 2011, the Company received $15,000 upon the exercise of options to acquire 297,619 shares of common stock at the exercise price of $0.0504 per share. No options were granted. The Company has recorded compensation expense of $767,017 through January 31, 2011.

During the year ended October 31, 2010, 1) 777,356 common stock options with a weighted average exercise price of $0.50 expired and 2) the Company received $17,500 upon the exercise of options to acquire 350,000 shares of common stock. No options were granted. The ~~2004~~Company ~~Incentive~~has ~~Stock Option~~recorded ~~Plan~~compensation expense of $767,017 through October 31, 2010.

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 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 effectiveApril 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, 2009, 100,000 options were canceled and none granted or exercised.

During the nine months ended July 31, 2010, 639,856 common stock options with a weighted average exercise price of $0.465 expired. In addition, the Company received $10,000 upon the exercise of options to acquire 200,000 shares of common stock.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE IJ – STOCK INCENTIVE PLANS

The 2004 Incentive Stock Option Plan

~~The following~~On ~~table~~April ~~summarizes~~8, 2004, the Board of Directors of the Company's ~~stock~~adopted ~~option~~the ~~activity~~2004 Incentive Stock Option Plan. This Plan is a plan for key Employees (including officers and employee directors) and Consultants of the ~~nine months~~Company ~~ended~~and ~~July~~its 31Affiliates and is intended to advance the best interests of the Company, ~~2010:~~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.

	July 31, 2010
				Weighted Average
	Shares			Exercise Price
Outstanding at beginning of year		13,212,500		$	0.056
Granted		-			-
Forfeited		-			-
Exercised		(200,000	)		0.050
Outstanding at end of year		13,012,500			0.056
Options exerciseable at year end		13,012,500

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.

~~The following~~During ~~table~~the ~~summarizes~~three ~~information~~months ~~about~~ended January 31, 2011, the Company's ~~stock~~received $15,000 upon the exercise of options ~~outstanding~~ atto ~~July~~acquire 31297,619 ~~2010:~~shares of common stock at the exercise price of $0.0504 per share. No options were granted.

	Options Outstanding						Options Exercisable
	Number		Weighted		Weighted				Weighted
Range of	Outstanding		Average		Average				Average
Exercise	At July 31,		Contractural		Exercise		Number		Exercise
Prices	2010		Life (years)		Price		Outstanding		Price
0.65		137,500		-		0.650		137,500		0.650
0.05		12,875,000		-		0.050		12,875,000		0.050
Total		13,012,500		-	$	0.056		13,012,500	$	0.056

~~The Company~~On ~~measures~~October ~~the~~30, ~~fair~~2010, ~~market~~the ~~value~~Board of ~~stock~~Directors ~~options~~approved ~~granted~~the ~~using~~extension of the ~~Black-Scholes~~ ~~Option~~expiration ~~Pricing~~date ~~Model~~of onoptions ~~the~~granted ~~date~~by ofthe ~~grant~~Company ~~and~~on ~~recognizes~~October ~~related compensation~~30, ~~expense~~2006 ~~ratably~~to ~~over~~purchase ~~the~~12,725,000 ~~options~~shares ~~vesting~~of ~~period~~the ~~for~~Company’s ~~all~~common ~~future grants~~stock. The ~~Company~~new ~~also~~expiration ~~estimates~~date for the ~~amount~~options ofis ~~forfeitures~~October or31, 2012 and the ~~amount~~exercise price of the options ~~that~~was ~~will~~adjusted beto ~~canceled~~$0.0504 infrom the ~~future.~~original ~~During~~exercise ~~the~~price ~~nine~~of ~~months~~$0.05. The ~~ended~~exercise ~~July 31,~~price ~~2010~~was ~~and~~increased ~~the~~to ~~years~~$0.0504 ~~ended~~from ~~October~~$0.0500 ~~31,~~in ~~2009~~order ~~and~~to ~~2008,~~fully capture the ~~Company~~Black-Scholes ~~recognized no~~Option ~~compensation~~Pricing ~~expense~~Model ~~related~~fair tovalue ~~stock~~of ~~options.~~$5,090 ~~The~~that ~~Company~~would ~~has~~have been recorded ~~compensation~~ ~~expense~~by ofthe ~~$767,017~~Company ~~through~~had ~~July~~the ~~31,~~original ~~2010~~exercise ~~for~~price ~~stock~~remained ~~option awards~~unchanged from $0.0500.

~~2004~~The ~~Superclick,~~following ~~Inc. Non-Employee~~table ~~Director~~summarizes the Company's ~~Stock~~stock ~~Incentive~~option ~~Plan~~activity for the three months ended January 31, 2011 and the year ended October 31, 2010:

On December 31, 2003, the Board of Directors of the Company adopted the 2004 Superclick, Inc. Non-Employee Director's Stock Incentive Plan.

	January 31,					October 31,
	2011					2010
				Weighted					Weighted
				Average					Average
	Shares			Exercise Price		Shares			Exercise Price
Outstanding at beginning of year		12,725,000		$	0.0504		13,852,356		$	0.0504
Granted		-			-		-			-
Forfeited		-			-		(777,356	)		0.5000
Exercised		(297,619	)		0.0504		(350,000	)		0.0500
Outstanding at end of year		12,427,381		$	0.0504		12,725,000		$	0.0504
Options exerciseable		12,427,381					12,725,000

During the year ended October 31, 2009, the Company issued 75,000 shares of common stock in exchange for director services. The shares were issued for services performed in fiscal year 2008 which expense of $9,000 was recognized in our fiscal year ending October 31, 2008.

No awards under the Non-Employee Director's Stock Incentive Plan were granted or issued during the nine months ended July 31, 2010

From inception through October 31, 2009, the Company has issued 2,569,772 shares to our directors under this stock incentive plan.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~APRIL~~JANUARY 3031, ~~2010~~2011 AND ~~2009~~2010

NOTE J – ~~RELATED~~STOCK ~~PARTY TRANSACTION~~INCENTIVE PLANS (Continued)

~~Mr. Pitcher,~~The ~~Chairman~~2004 ofIncentive ~~the~~Stock ~~Company’s~~Option ~~Board~~Plan of Directors, provides consulting services to the Company in exchange for monthly compensation of $5,000 and related expenses. During the three and nine months ended July 31, 2010, Mr. Pitcher received $15,300 and $48,625, respectively. During the three and nine months ended July 31, 2009, Mr. Pitcher received $15,300 and $48,148, respectively.(Continued)

~~Mr. Ronald~~The A.following ~~Fon~~table ~~became~~summarizes ainformation ~~Director~~about of the Company's ~~during~~stock ~~February~~options ~~2009.~~outstanding ~~Mr.~~at ~~Fon~~January ~~is also a principal with a firm that provides investor relations (IR) consulting services to the Company for monthly compensation of approximately $3,431. During the three and nine months ended July~~ 31, ~~2010 approximately $14,228 and $45,998, respectively was paid to the IR firm. During the three and nine months ended July 31, 2009 approximately $9,400 and $12,500, respectively was paid.~~2011:

NOTE K – LEGAL PROCEEDINGS

		Options Outstanding						Options Exercisable
		Number		Weighted		Weighted				Weighted
Range of		Outstanding		Average		Average				Average
Exercise		At January 31,		Contractural		Exercise		Number		Exercise
Prices		2011		Life (years)		Price		Outstanding		Price
$	0.0504		12,427,381		-	$	0.0504		12,427,381	$	0.0504
Total			12,427,381		-	$	0.0504		12,427,381	$	0.0504

~~On November~~The ~~17,~~Company ~~2009~~measures the ~~Company~~fair ~~was~~market ~~named~~value asof astock ~~defendant~~options bygranted ~~Nomadix,~~using ~~Inc.~~the inBlack-Scholes ~~a complaint~~Option ~~for~~Pricing ~~patent~~Model ~~infringement~~on the date of ~~certain~~grant ~~U.S.~~and ~~patents.~~recognizes ~~The~~related ~~matter~~compensation isexpense ~~early in~~ratably ~~its~~over ~~process~~the ~~and~~options itvesting isperiod ~~not~~for ~~possible~~all tofuture ~~reasonably~~grants. The ~~determine~~Company also estimates the ~~outcome~~amount of ~~this~~ ~~complaint.~~forfeitures ~~The~~or ~~Company~~the ~~has~~amount ~~been~~of ~~monitoring~~options ~~this~~that ~~situation~~will ~~closely~~be ~~and believes~~canceled itin ~~has~~the ~~meritorious~~future. During ~~defenses~~the tothree months ended January 31, 2011 and the ~~claims.~~years ~~Accordingly~~ended October 31, it2010 isand ~~not possible~~2009, tothe ~~assess~~Company ~~whether~~recognized orno ~~not~~compensation ~~the~~expense. The Company ~~needs~~has torecorded ~~reserve~~compensation ~~for~~expense aof ~~potential settlement~~$767,017 through January 31, 2011.

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.

No awards under the Non-Employee Director's Stock Incentive Plan were granted or issued during the three months ended January 31, 2011 or during the year ended October 31, 2010

From inception through October 31, 2010, the Company has issued 2,569,772 shares to our directors under this stock incentive plan.

NOTE K – RELATED PARTY TRANSACTION

Mr. Pitcher, Chairman of the Company’s Board of Directors, provides consulting services to the Company in exchange for monthly compensation of $5,000 and related expenses. During the three months ended January 31, 2011 and 2010, Mr. Pitcher received $16,485 and $17,220, respectively.

Mr. Ronald A. Fon became a Director of the Company during February 2009. Mr. Fon is also a principal with a firm that provides investor relations (IR) consulting services to the Company for monthly compensation of approximately $3,120. During the three months ended January 31, 2011 and 2010 approximately $14,640 and $19,683, respectively was paid to the IR firm.

NOTE L – LEGAL PROCEEDINGS

On November 17, 2009 the Company was named as a defendant by Nomadix, Inc. in a complaint for patent infringement of certain U.S. patents. It is not possible to reasonably determine the outcome of this complaint. The Company has been monitoring the matter closely. Accordingly, it is not possible to assess whether or not the Company needs to reserve for a potential settlement. Add detail about court date having been set but continues to work to resolve the solution.

SUPERCLICK, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

NOTE M - SUBSEQUENT EVENTS

Pursuant to FASB Accounting Standards Codification 855, Subsequent Events, the Company evaluated subsequent events through the date the accompanying financial statements were completed on March 10, 2011, and noted there were no qualifying events.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note About Forward-Looking Statements

Certain statements in Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (refer to Item 3). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Management’s discussion and analysis is intended to help the reader understand the results of operations and financial condition of Superclick. The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, ~~2009~~2010 and the Consolidated Financial Statements and accompanying notes (“Notes”) included in this Form 10-Q.

We derive the majority of our revenue from the installation of our Superclick Internet Access Management System (SIMS) and from revenue generated from our call center. Support fees are tied to the number of rooms serviced in a client’s property. Due to our reliance on installations, variations in revenue levels may cause fluctuations in quarterly results. Factors such as a client's commitment to providing internet access to their guests, general economic and industry conditions and other issues could affect our revenue and earnings.

In addition to our North American operations, we have installations and contracts in Europe, Asia, Middle East 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 and we are therefore 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.

~~Critical~~ Significant 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 five 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.

1718

Revenue Recognition

~~Revenue from~~The ~~the~~company ~~sale~~recognizes ofrevenue ~~Internet~~when ~~high~~it ~~speed~~is ~~connection~~realized ~~equipment~~or realizable and ~~installation~~earned. ~~is recognized~~The company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the ~~earning~~sales ~~process~~price is ~~complete~~fixed or determinable and ~~the~~collectibility ~~risk~~is ~~and~~reasonably ~~rewards~~assured. Delivery ~~of ownership~~does not occur until products have ~~transferred~~been shipped or services have been provided to the ~~customer~~client, ~~which~~risk isof ~~considered~~loss has transferred to the client, and either client acceptance has been obtained, client acceptance provisions have ~~occurred after~~lapsed, or the ~~delivery~~company ~~and~~has ~~installation~~objective ofevidence that the ~~equipment~~criteria specified in the client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the ~~customer~~ sale have been resolved.

~~Maintenance and support revenue is recognized ratably over the maintenance term. First~~Multiple-~~year~~Deliverable 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.Arrangements

The company enters into revenue arrangements that may consist of multiple deliverables of its products and services based on the needs of its customers. These arrangements may include any combination of hardware, services, software and/or financing. For example, a customer may purchase equipment that includes software. In addition, the arrangement may include post-contract support for the software and a contract for post-warranty maintenance service for the hardware. These types of arrangements can also include financing provided by the company. These arrangements consist of multiple deliverables, with the hardware and software delivered in one reporting period and the software support and hardware maintenance services delivered across multiple reporting periods. To the extent that a deliverable in a multiple-deliverable arrangement is subject to specific guidance that deliverable is accounted for in accordance with such specific guidance. For all other deliverables in multiple-deliverable arrangements, the guidance below is applied for separability and allocation. A multiple-deliverable arrangement is separated into more than one unit of accounting if the following criteria are met:

The delivered item(s) has value to the client on a stand-alone basis; and

If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the company.

If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized ratably over the contract term or being deferred until the earlier of when such criteria are met or when the last undelivered element is delivered. If these criteria are met for each element and there is a relative selling price for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price. The revenue policies described below are then applied to each unit of accounting, as applicable.

Hardware/Software/Installation

The company’s primary solution results in a customer’s ability to offer high speed internet access (HSIA) and effectively manage their HSIA network infrastructure. The components of the solution include hardware, software and an installation component. The gateway server includes hardware and software which is sold as a unit and not sold separately. In addition, the Company resells other internet connection equipment and performs installation that is required to provide a functioning end product. The company provides manufacturers warranties for the hardware products that range from three months to one year.

Revenue from hardware/software/Installation sales and sales-type leases is recognized when risk of loss has transferred to the client and there are no unfulfilled company obligations that affect the client’s final acceptance of the arrangement. .

Maintenance

Maintenance typically referred to as support revenue is recognized ratably over the maintenance term. Support includes Guest and hotel staff support to the HSIA system. First-year maintenance is sold with the related software license and renewed on an annual basis thereafter. Estimated fair values of ongoing support obligations are based on separate sales of renewals to customers quoted in the contracts.

Financing

Currently, the Company only has financing income and receivables attributable to sales-type leases. Leases are accounted for in accordance with lease accounting standards. Financing income is recognized on the accrual basis using the effective interest method. Estimates of fair value are based on discounted future cash flows using current interest rates offered for similar loans to clients with similar credit ratings for the same remaining maturities. The company recently started offering leasing as an option for its customers and has no history of credit losses on financing receivables. The company reviews all financing receivables considered at risk on a quarterly basis. The review primarily consists of an analysis based upon current information available about the client, such as financial statements, news reports, published credit ratings, current market-implied credit analysis, as well as the current economic environment, collateral net of repossession cost and prior collection history. For loans that are collateral dependent, impairment is measured using the fair value of the collateral when foreclosure is probable. Using this information, the company determines the expected cash flow for the receivable and calculates an estimate of the potential loss and the probability of loss. For those accounts in which the loss is probable, the company records a specific reserve.

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 ASC 740, Income Taxes (formerly Statement No. 109, Accounting for Income Taxes). In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ~~SFAS No. 109,~~ASC ~~“Accounting for Income Taxes” (SFAS 109”)~~740. FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. 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. 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.

1820

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.

Results of Operations

THREE ~~AND~~ ~~NINE~~ MONTHS ENDED ~~JULY~~JANUARY 31, ~~2010~~2011 AND ~~2009~~2010

Revenue

~~Net Revenue~~During ~~for~~ the three months ended ~~July~~January 31, ~~2010~~2011, ~~decreased~~revenue increased $65856,~~348~~034 or -352.05% to $2,~~145~~485,~~571~~472 compared to $21,~~210~~629,~~919~~438 for the three months ended ~~July~~January 31, ~~2009~~2010. ~~Service~~ Net sales revenue which includes revenue generated from new business increased by114.2% to $1,316,880 from $614,664 the previous year.1% ~~while~~The ~~net~~increase ~~sales~~was ~~were~~mainly ~~slightly~~due ~~down~~to a mix of new business generated by ~~-6.5%, which~~the ~~when~~acquisition ~~combined~~of ~~produced~~new brands and the 3%up ~~unfavorable~~sell ~~sales~~of ~~variance.~~networks ~~Net~~due ~~Revenue~~to ~~for the~~refreshing ~~nine~~or ~~months~~upgrading ~~ended~~of ~~July~~existing ~~31,~~HSIA ~~2010~~networks ~~increased~~with byexisting 7clients.2% Services orrevenue, ~~$397~~which includes revenue generated from guest support services,~~926~~ grew 15.2% to $51,~~927~~168,~~930 compared~~592 tofrom $51,~~530~~014,~~004~~774 ~~for~~ the ~~nine~~previous ~~months~~year. The ~~ended~~Company ~~July~~was ~~31,~~able ~~2009.~~to ~~The~~secure ~~favorable variance~~support ~~was~~contracts ~~mainly~~not ~~due~~only towith anew ~~14.3%,~~customers orbut ~~$388,960~~successfully ~~increase~~renew in services ~~revenue~~ with existing clients.

Gross Profit

Gross profit for the three months ended ~~July~~January 31, ~~2010~~2011 ~~decreased~~increased by $~~136~~370,~~337~~597 or 44.0% to $~~976~~1,~~267~~213,557 compared to $1842,~~112,604~~960 for the three months ended ~~July~~January 31, ~~2009~~2010. Gross ~~Year to~~margin ~~date~~for ~~gross~~the ~~profit~~period ~~decreased~~was bystrong ~~$64,806~~at to48.8% ~~$2,838,079~~ compared to ~~$2,902,885~~ 51.7% for the ~~nine~~previous ~~months~~year’s ~~ended~~comparable ~~July 31, 2009~~period. The ~~gross~~increase ~~margin~~in ~~for~~gross ~~the~~profit ~~current period~~ was ~~45.5%~~mainly ~~compared~~due to ~~50.3%~~the ~~last~~favorable ~~year~~sales variance whereas the ~~year~~unfavorable togross ~~date~~ margin variance was ~~47.9% compared~~mainly due to 52the period’s sales mix.5% ~~for~~Services ~~the~~revenue ~~previous~~typically ~~year.~~produces ~~The~~higher ~~main~~margins ~~reason~~than ~~for~~installation revenue. During the ~~unfavorable margin~~three ~~for~~months ~~both~~ended ~~the~~January ~~quarter~~31, ~~and~~2011 ~~year~~installation toand ~~date~~services ~~was~~revenue ~~due~~represented to53.0% ~~increases~~and in47.0%, ~~cost~~respectively of total sales compared to ~~support~~ the ~~services~~three ~~revenue.~~months ~~The~~ended ~~increases~~January ~~consisted~~31, ~~mainly~~2010 ofwhere ~~human capital~~installation toand ~~strengthen~~services ~~the~~revenue ~~network~~represented ~~operating~~37.7% ~~centre~~and 62.3%, respectively of total sales.

Selling, General and Administrative

~~Selling, General~~For ~~and Administrative expenses for~~ the three months ended ~~July~~January 31, 2011 and 2010, selling, general and ~~2009~~ ~~were~~administrative expenses (SG&A) increased $~~612~~127,~~477~~332 ~~and~~to $~~701~~677,~~544,~~651 ~~respectively;~~compared ato 12$550,329 or 33.78% ~~reduction.~~of ~~For~~net revenue during the ~~nine~~ three months ~~ended~~ending ~~July~~January 31, 2010. The ~~selling,~~increase ~~general~~in ~~and~~SG&A ~~administrative~~for ~~expenses increased~~the ~~$448,003~~period orwas ~~29.2%~~mainly due to increases in selling expenses of approximately $152,~~979,954~~000 ~~compared~~and toapproximately $176,~~531,951~~000 ~~last~~in ~~year~~general and administrative expenses. ~~The unfavorable~~Increases ~~variance~~were ~~for~~mainly ~~the~~due ~~nine~~to ~~months~~increased ~~ended~~staff ~~July~~and 31sales activities. However, ~~2010~~as ~~was~~a ~~mainly~~percentage ~~due~~of ~~to increases~~net inrevenue, ~~selling~~SG&A ~~and~~for ~~marketing~~the ~~expenses~~current ~~related~~period was 27.3% of net revenue compared to ~~increases~~33.8% infor ~~sales~~the ~~force, business~~comparable ~~development~~period ~~and~~last ~~marketing~~year; ~~and~~positive ~~conference~~change ~~costs~~of 6.5%.

Research and Development

~~Research and~~For ~~development expenses for~~ the three months ended ~~July~~January 31, ~~2010~~2011 and ~~2009 remained virtually unchanged at $64~~2010,~~184~~ ~~and~~research ~~$65,278, respectively. Research~~ and development ~~expenses~~expense ~~for~~was ~~the nine months ended July 31, 2010 and 2009 were~~ $~~190~~73,~~265~~019 and $~~154~~61,~~684~~257, respectively. The ~~increases~~$11,762 ~~were~~or 19.2% year-over-year increase was mainly due to ~~the~~increased ~~addition of human capital~~activity.

Income from operations

AsIncome ~~a result of above, income~~ from operations for the three months ended ~~July~~January 31, ~~2010~~ 2011 was $~~292~~450,~~863~~341 or 1318.61% of net revenue compared to $~~336~~219,~~536~~673 or 1513.25% of net revenue for the three months ended ~~July~~January 31, ~~2009. Income from operations for the nine months ended July 31,~~ 2010; ~~was~~a $~~635~~230,~~159~~668 or 10105.70% offavorable ~~net revenue compared to $1,183,910 or 21~~variance.~~4% of net revenue for the nine months ended July 31, 2009.~~

Other Income and Expense

~~The~~Total ~~total~~ other income and expense for the three months ended ~~July~~January 31, ~~2010~~2011 ~~and 2009~~ was income of $~~255~~838 ~~and~~compared ~~$4,465,~~to ~~respectively. The~~income ~~total~~of ~~other~~$703 ~~income~~the ~~and expense~~previous ~~for~~year. For the ~~nine~~three months ended ~~July~~January 31, ~~2010~~2011 ~~and~~the ~~2009~~$838 ~~was~~is ~~income~~comprised of $~~1,503 and~~931 ~~$58,110,~~of ~~respectively. The~~interest ~~$56,607~~income ~~nine~~offset ~~month~~by ~~decrease~~$93 inof ~~other income~~interest ~~was~~expense. For ~~primarily~~the ~~due~~three tomonths ~~the~~ended ~~2009~~January ~~recognition~~31, of2010 athe $~~86,167~~703 ~~gain~~is oncomprised ~~the forgiveness~~of $1,054 of ~~convertible~~interest ~~debentures~~income offset by ~~higher~~$351 ~~interest expense~~ of ~~$28,611~~ ininterest ~~2009~~expense.

Net Income

The net income before income taxes for the three months ended ~~July~~January 31, ~~2010~~2011 was $~~293~~451,~~118~~ 179 or 1318.72% of net revenue representing an increase of $230,803 or 104.7% compared to $~~341~~220,~~001~~376 or 1513.45% of net revenue during the three months ended ~~July~~January 31, ~~2009~~2010. The Company recorded a$130,805 ~~provision for~~and ~~income~~$70,795 ~~taxes~~in ofincome ~~$100,979~~tax expense during the three months ended ~~July~~January 31, ~~2010 compared~~2011 toand ~~$48~~2010,~~028~~ ~~in 2009~~respectively. ~~Third~~Net income for the quarter ~~2010~~ended ~~net~~January ~~income~~31, 2011 and 2010 was $~~192~~320,~~139~~374 or 912.09% of net revenue compared to $~~292~~149,~~973~~581 or 139.32% of net revenue during ~~2009~~2010 representing aan ~~decrease~~increase of $~~100~~170,~~834~~793 or 114.2% in the bottom line.

The net income before income taxes for the nine months ended July 31, 2010 was $636,662 or 10.7% of net revenue compared to $1,242,020 or 22.5% of net revenue during the nine months ended July 31, 2009. The Company recorded a provision for income taxes of $224,455 during the nine months ended July 31, 2010 compared to $314,553 in 2009. Net ~~income~~Income ~~for~~(Loss) ~~the~~Per ~~nine~~Common ~~months ended July 31, 2010 was $412,207 or 7.0% of net revenue compared to $927,467 or 16.8% of net revenue for the same period last year.~~Share

~~Net Income~~For ~~Per~~the ~~Common~~three ~~Share~~months ended January 31, 2011, the net income per common share basic and fully diluted was $0.01, compared to $0.00 basic and fully diluted for the three months ended January 31, 2010. The basic and fully diluted weighted average shares for the first quarter of 2011 were 45,940,029 and 58,367,410, respectively. The basic and fully diluted weighted average shares for the first quarter of 2010 were 45,312,251 and 59,164,607, respectively.

For the three months ended July 31, 2010, the net income per common share basic and diluted was $0.00 compared to $0.01 basic and $0.00 diluted for the three months ended July 31, 2009. The basic and fully diluted weighted average shares for the quarter were 45,416,695 and 58,524,751, respectively. The basic and fully diluted weighted average shares for the third quarter of 2009 were 45,272,356 and 59,341,379, respectively.

For the nine months ended July 31, 2010, the net income per common share basic and diluted was $0.01 compared to $0.02 basic and diluted for the nine months ended July 31, 2009. The basic and fully diluted weighted average shares for the first nine months of fiscal 2010 were 45,347,066 and 58,524,751, respectively. The basic and fully diluted weighted average shares for the first nine months of fiscal 2009 were 45,075,689 and 59,505,600, respectively.

Financial Condition

From inception to ~~July~~January 31, ~~2009~~2011, we have incurred an accumulated deficit of $43,~~183~~484,~~512~~823. This loss has been incurred through a combination of professional fees and expenses supporting our plans to acquire synergistic businesses as well as ~~continued~~past operating losses. ~~However,~~Beginning ~~from~~in 2007 ~~through~~ ~~the current quarter~~ we have experienced stabilization in our business and implemented efficiency initiatives that have resulted in a larger customer base and improved profitability. This ~~that~~ has allowed us to reduce our accumulated deficit by $4,~~119~~818,~~363~~052 from its high of $8,302,875 on January 31, 2007.

During the three and nine months ended July 31, 2010 we had a net decrease in cash of $480,085 and 213,358, respectively. Total cash resources as of July 31, 2010 were $1,978,700 compared to $2,192,058 at October 31, 2009.22

From inception through 2005, we financed our operations primarily through debt and equity financing. However, during the past five fiscal years all prior debts have been repaid and operations have been financed solely from operating earnings. During the three months ended January 31, 2011 we had a net decrease in cash of $83,628. Total cash resources as of January 31, 2011 was $2,009,181 compared with $2,092,809 at October 31, 2010.

Our available working capital and capital requirements will depend upon numerous factors, including the deployment and sale 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, and our ability to attract and retain key employees.

The Company's Liquidity Plan

~~Net income~~During ~~for~~ the ~~nine~~three months ended ~~July~~January 31, ~~2010~~2011 ~~was~~and ~~$412,207 compared to $927,467 for~~ the ~~nine~~years ~~months~~ ended ~~July~~October 31, ~~2009~~2010 and 2009, the ~~operations~~Company ~~used~~has ~~$335,851~~financed ofoperations solely with cash ~~compared~~ togenerated ~~providing~~through ~~$1,738,353~~sales ~~for~~and the ~~nine~~collection ~~months~~of ~~ended~~its ~~July~~accounts ~~31, 2009~~receivable.

~~During~~ Net income for the ~~years~~three months ended ~~October~~January 31, ~~2009~~2011 and ~~2008 and~~ the ~~nine~~year ~~months~~ ended ~~July~~October 31, 2010 was $320,374 and $790,522, respectively. During the ~~Company~~three ~~has~~months ~~financed~~ended January 31, 2011 operations ~~solely~~used ~~with~~$128,571 ~~cash~~compared ~~generated~~to ~~through sales~~using ~~and~~$339,891 during the ~~collection~~three ofmonths ~~its~~ended ~~accounts~~January ~~receivable~~31, 2010.

During 2009, the Company paid $203,317 in satisfaction of all note holders. All notes have been paid in full as at October 31, 2009.

On January 23, 2009, the Company made a $726,079 settlement payment in full satisfaction of all outstanding debentures. This payment was in addition to other principle payments of $41,588 made during the quarter. The holder of our debentures accepted 90% of the outstanding principle and interest in full satisfaction resulting in a gain to the Company of $79,970.

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 ~~July~~ January 31, ~~2010~~2011 we had no obligations that would qualify to be disclosed as off-balance sheet arrangements.

Contractual Obligations

Operating lease obligations: Operating lease obligations consist of office rental commitment for our offices in Montréal, Québec, Canada. See OnNOTE ~~October~~H 1,to ~~2009~~our wefinancial ~~renewed~~statements ~~a lease for office space in Montréal~~above. ~~The lease extends through September 30, 2014 at a rate of $4,695 per month.~~

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 three ~~and~~ ~~nine~~ months ended ~~July~~January 31, ~~2010~~2011. However, there can be no assurance our business will not be affected by inflation in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK FACTORS

Interested persons should carefully consider the risks described below in evaluating the Company. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our common stock would likely decline.

We may be subject to indemnification obligations to our customers related to patent infringement suits brought by separate vendors in our industry against some of our customers.

We have been made aware that several companies providing public Internet access have been named in a lawsuit brought by a party claiming patent infringement. We have not been named in this action, although some companies that have been named are our customers. We have provided indemnification in our service contracts to several of these customers. We believe that it is too early to determine whether we have any exposure, but we have retained and consulted legal counsel to maintain a vigilant and proactive posture. We are actively discussing with our counsel ways that we can limit our potential liability. We are not defendants to this suit, nor have we retained litigation counsel on the matter. We will continue to monitor the situation. If we are named in the suit, it will require us to incur legal expenses, which will have a negative impact on our profitability. This in turn, may have a negative impact on our stock price.

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 provide;

§	recessionary pressures in the United States may reduce the level of travel for business and leisure, which may, in turn limit our clients’ resources that would otherwise be allocated to solutions that we provide;

§ reductions in the prices of services offered by competitors; ~~and~~

§	the level and timing of legal and other expenses (including settlement costs) associated with our ongoing litigation and potential indemnification obligations; and

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

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

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

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

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

Sandro Natale, 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 may not be 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.

~~A third~~Nomadix, ~~party~~Inc. has asserted that we and our customers are infringing on its intellectual property. Whether successful or not, it could subject us to costly and time-consuming litigation or expensive licenses, which could harm our business.

There is considerable patent and other intellectual property development activity in the networking field and public Internet access industry. Our success depends, in part, upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, own or claim to own intellectual property relating to our industry and may have substantially larger and broader patent portfolios than we do. We expect that networking and public Internet access-related intellectual property, including ours, will be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of products and breadth of services in different industry segments expands and overlaps.

23We have been named in a complaint by Nomadix, Inc. alleging that we and our customers are infringing on certain of its patents. In addition, as discussed in the following risk factor, we could be named in a lawsuit brought by a party claiming patent infringement by several of our customers.

We believe we have ~~been~~ ~~named~~meritorious indefenses ato ~~complaint~~these bycurrent aand ~~competitor~~potential ~~alleging~~allegations. Responding to and defending against claims may cause us to incur significant expense and divert the time and efforts of our management and employees. Successful assertion of such claims could require that we pay substantial damages or ongoing royalty payments, prevent us from selling our products and services, damage our ~~customers~~reputation, ~~are infringing~~or onrequire ~~certain~~that we comply with other unfavorable terms, any of ~~its~~which ~~patents~~could materially harm our business. We may also have to incur substantial cost in re-designing our products and services to avoid infringement claims. In addition, we may decide to pay substantial settlement costs in connection with any claim or litigation, whether or not successfully asserted.

We believe we have meritorious defenses to these allegations. Our counsel has contacted counsel for the other party to discuss these allegations. Responding to and defending against claims may cause us to incur significant expense and divert the time and efforts of our management and employees. Successful assertion of such claims could require that we pay substantial damages or ongoing royalty payments, prevent us from selling our products and services, damage our reputation, or require that we comply with other unfavorable terms, any of which could materially harm our business. In addition, we may decide to pay substantial settlement costs in connection with any claim or litigation, whether or not successfully asserted.25

Litigation with respect to intellectual property rights in the networking and Internet access industries is not uncommon and can often involve patent holding companies who have little or no product revenue and against whom our own patents may provide little or no deterrence. As our customers increasingly demand that we indemnify them broadly from all damages and losses resulting from intellectual property litigation against them, we may also be obligated to indemnify our customers or business partners in connection with any such litigation, which could further exhaust our resources. ~~Furthermore,~~See asthe afollowing ~~result~~risk ~~of an intellectual property challenge, we may be required to enter into royalty, license or other agreements~~factor. ~~We may not be able to obtain these agreements on terms acceptable to us or at all. We may have to incur substantial cost in re-designing our products and services to avoid infringement claims.~~ In addition, disputes regarding our intellectual property rights may dissuade potential customers from purchasing such products and services. As such, third-party claims with respect to intellectual property may reduce sales of our products and services, and may have a material and adverse effect on our business.

We may be subject to indemnification obligations to our customers related to patent infringement suits brought against them.

Several companies providing public Internet access, including some of our customers, have been named in a lawsuit brought by a party claiming patent infringement. Because our service contracts with these customers generally require us to indemnify them for patent infringement claims and damages relating to their use of our intellectual property, and our ability to terminate our customer agreements to prevent future infringement is limited, we may be required to fund the ongoing litigation between our customers and that plaintiff, and pay damage awards relating thereto. These or other future indemnification obligations could materially and adversely affect our business, results of operations and financial position. In addition, if we are named in the lawsuit, it will require us to incur legal expenses, which will have a negative impact on our business, results of operations and financial position. This in turn, may have a negative impact on our stock price.

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.

The uncertain environment in the lodging industry and the economy will continue to impact our financial results and growth.

The present economic slowdown and the uncertainty over its breadth, depth and duration have left it unclear whether the lodging industry’s growth ~~environment during the past few years~~ will ~~continue~~increase. Many economists have reported that the U.S. economy is in a recession. Recent substantial increases in transportation fuel costs, increases in air and ground travel costs and decreases in airline capacity that could stem from higher fuel costs, could also reduce demand for our customers’ hotel rooms which could result in lower demand for our solutions. Accordingly, our financial results and growth could be harmed if the economic slowdown continues for a significant period or becomes worse, or if transportation costs remain at current high levels for an extended period or increase further.

2426

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

International operations create special risks, including:

§	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, our reputation, and therefore our competitive position and financial performance, could be harmed.

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

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

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

There are risks associated with our planned growth.

We have limited assets available to rely upon for adjusting to business variations and for growing new businesses. Should we 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.

2527

The sales cycle for our products is lengthy and unpredictable.

The sales cycle between an initial customer contact and execution of a contract or license agreement with a customer, or purchase of our products, can vary widely. Initially, we must educate our customers about the potential applications and benefits association with our products. In addition, changes in our customers’ budgets, or the priority they assign to control network administration and development could also affect the sales cycle.

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 re-measured from the recording currency to the United States dollar. The resulting re-measurement adjustment has been recorded as separate component of stockholder’s equity. We believe that operating under United States dollar functional currency, combined with transacting business in countries with traditionally stable currencies mitigates the effect of any near-term foreign currency transaction adjustments on our financial position, results of operations and cash flows.

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

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

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

Shareholders may suffer dilution upon the exercise of outstanding options.

As of ~~July~~ October 31, 2010, we had exercisable stock options outstanding to purchase 13 12,~~012~~725,~~500~~000 shares of common stock. To the extent such options are exercised 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 ~~July~~ October 31, 2010, a total of 10,~~106~~105,~~001~~896 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. As of February 15, 2008, Rule 144 was amended to provide that a person who is not affiliated with the issuer, holding restricted securities for a period of six months may thereafter sell those securities, if the issuer is current with its reporting requirements. Persons who are not affiliated with the issuer and who have held their restricted securities for at least one year are not subject to any limitations. 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.

2628

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

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

On November 17, 2009 ~~the~~we ~~Company~~were ~~was~~ named as a defendant byin Nomadix, Inc. inv. Hewlett-Packard Company, et al., a ~~complaint~~ lawsuit filed in the United States District Court for ~~patent~~the ~~infringement~~Central District of ~~certain~~California. Nomadix alleges that we infringe U.S. ~~patents~~Patent Nos. ~~The~~ ~~matter~~6,130,892, ~~is early~~7,088,727, in7,554,995, ~~its~~6,636,894, ~~process~~7,194,554, 6.868,399 and it7,689,716 isby ~~not~~the ~~possible~~use toof ~~reasonably~~our ~~determine~~network ~~the~~gateway ~~outcome of~~devices ~~this~~that ~~complaint.~~connect computers and mobile devices to a network. The ~~Company~~lawsuit ~~has~~includes ~~been~~claims ~~monitoring~~that ~~this~~relate ~~situation~~to ~~closely~~technology ~~and believes~~that itis ~~has~~material ~~meritorious~~to ~~defenses~~our products and services. In relation to ~~the~~its claims. ~~Accordingly,~~under iteach ispatent, ~~not possible~~Nomadix, toInc. ~~assess~~seeks ~~whether~~a orcompensatory ~~not~~damages ~~the~~and ~~Company~~a ~~needs~~permanent toinjunction ~~reserve~~against ~~for~~infringement by us, and a ~~potential~~trebling of any damages based on an allegation of willful infringement. We believe we have meritorious defenses to the claims and ~~settlement~~intend to defend ourselves vigorously.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None

Item 3. Defaults Upon Senior Securities. None

Item 4. ~~Submission~~ of(Removed ~~Matters~~and ~~to a Vote of Security Holders. None~~Reserved)

Item 5. Other Information. None.

Item 6. Exhibits and Reports On Form 8-K.

(a) Exhibits

31.1 Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934*

31.2 Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934*

32.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350*

32.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350*

(b) Reports on Form 8-K

On ~~June 16~~November 3, 2010, the ~~Company~~company filed form 8-K with the SEC ~~announcing~~reporting the ~~results~~extension of ~~our annual~~the ~~general~~expiration ~~meeting~~date ~~held~~of onoptions ~~June~~granted ~~15,~~by ~~2010~~the Company.

On* ~~June 16,~~Filed ~~2010, the Company filed form 8-K with the SEC reporting our results of operations for the three and six months ended April 31, 2010~~herewith.

On June 4, 2010, the Company filed form 8-K with the SEC announcing our annual general meeting for the 2009 fiscal year.

On January 14, 2010, the company filed form 8-K with the SEC reporting our results of operations for the year ended October 31, 2009.

On November 23, 2009, the company filed form 8-K with the SEC disclosing that the Company had been a named defendant by Nomadix, Inc.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 27, 2010	Superclick, Inc.
Date: March 10, 2011	Superclick, Inc.
	/s/ Sandro Natale
	Name: Sandro Natale
	Title: President & CEO

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