U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended  July 31,
2009





 ̈
            Transition
      Report Under Section 13 or 15(d) Of The Securities Exchange Act Of
      1934





For the transition period from
_______________ to __________________





COMMISSION
FILE NUMBER:   000-50693





SUPERLATTICE POWER, INC.(Name
      of Registrant as Specified in Its
Charter)





NEVADA
              
              90-0314205(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





420
      N. Nellis Blvd., Suite A3-146Las Vegas, Nevada
              
              89110(Address
      of principal executive offices)
              
              (Zip
      Code)





(702) 425-7376Issuer's
      telephone number





Securities
registered under


Section
12(b) of the Exchange Act:  NONE





Securities
registered under


Section
12(g) of the Exchange Act:  COMMON STOCK, PAR VALUE $0.001 PER
SHARE





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes   ̈ 
 No x





Indicate
by checkmark if the registrant is not required to file reports to Section 13 or
15(d)Of the Act.     ̈
Yes  x
No





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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes  ̈   
No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  (Check
One):





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer     ̈
            Smaller
      reporting company  x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).     ̈ 
Yes    x 
No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates  as of the last business day of the registrant’s most
recently completed second fiscal quarter was $8,050,000.




Number of
shares of Common Stock outstanding as of October 19, 2009:
345,000,000.




Documents
incorporated by reference:  None








PART
I





NOTE
REGARDING FORWARD LOOKING STATEMENTS


CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS


OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995





This  Annual  Report 
contains   historical   information  as 
well  as forward-looking  statements.  Statements looking forward
in time are included in this  Annual  Report  pursuant  to
the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995.  Such 
statements  involve known and unknown  risks and 
uncertainties  that may cause our  actual  results in future
periods to be materially different from any future performance suggested herein.
We wish to caution readers that in addition to the important  factors 
described elsewhere in this Form 10-K, the following forward looking 
statements,  among others,  sometimes  have  affected, 
and in the future could affect,  our actual results and could cause our
actual consolidated results during 2009 and 2010, and beyond, to differ
materially from those expressed in any forward-looking statements made by or on
our behalf.





Item
1. Business.





Background





We were incorporated on July 15, 2002
under the laws of the State of Nevada under the name Titan Web Solutions, Inc.
On August 18, 2003, we changed our name to Javakingcoffee, Inc., and were
engaged in the business of offering a full range of business consulting services
to retailers in the specialty coffee industry in China until August 2005. On
July 15, 2005 we changed our name to Zingo, Inc. in connection with the
acquisition of all of the outstanding shares of Whistlertel, Inc.
(“Whistlertel”), a Nevada corporation, which was formerly a wholly-owned
subsidiary of EV Innovations, Inc. (“EV Innovations”, formerly Hybrid
Technologies, Inc.). On August 19, 2005, we completed the acquisition of
Whistlertel (which was subsequently renamed as Zingo Telecom, Inc.) in exchange
for the issuance of 80,000,000 shares (split-adjusted) of our common stock, or
69.56% of our outstanding common stock following such issuance.




On August
17, 2007, our Board of Directors approved the change in our fiscal year from the
calendar year to a fiscal year ending on July 31.




We
commenced operations in our current technology business by entering into a
license agreement with EV Innovations on April 15, 2008, for the license of the
development of their lithium battery technology, and we sold our Zingo Telecom,
Inc. and M/S Zingo Bpo Services Pvt. Ltd. subsidiaries that offered
telecommunications services to business and residential customers utilizing VoIP
technology on May 15, 2008. To reflect our new business, we changed our name
from Zingo, Inc. to Superlattice Power, Inc. on April 25, 2008.




A 3-for-1 forward split in our common
stock was effective October 19, 2009. The Certificate of Change filed with the
Nevada Secretary of State on September 18, 2009, providing for the forward split
changed the number of shares of our outstanding common stock from 115,000,000 to
345,000,000, and the number of shares of our authorized common stock in the same
ratio, from 250,000,000 to 750,000,000.




Our principal executive office is
located at 420 N Nellis Blvd Suite A3-146 Las Vegas, Nevada 89110. The telephone
number of our principal executive office is (702) 425-7376.


2





Liquidity and Capital
Resources





As of
July 31, 2009, we had cash on hand of $191. During the year ended July 31, 2009,
we  incurred a net comprehensive loss of $898,447. On July 31, 2009, we had
a working  capital  deficiency of  $5,510,413 and a stockholders'
deficit of $5,369,152.





We had
345,000,000 shares of common stock issued and outstanding as of October 19,
2009.  Our common  stock is traded on the OTC  Bulletin 
Board.





General





We are
developing safe rechargeable battery system for varied applications ranging from
portable electronics to onboard energy storage in EVs.  Lithium ion
batteries are rechargeable and composed of cathode, anode, separator and
electrolytes. In 1990, Sony (Japan) introduced the lithium ion battery  and
used an expensive cathode material, which was also unsafe. We are taking steps
to pioneer a superlattice cathode material for the use in lithium ion
rechargeable batteries.





Lithium
ion batteries that we plan to develop are rechargeable batteries composed of
cells linked together, each cell created from lithiated cathode powder coated on
aluminum foil (electrode material that the electron flows out from during
charge) and anode powder coated on copper foil (electrode material that the
electro flows into during charge) with a separator (polymer material in between
anode and cathode) in a mixture of electrolytes, which is an ionically
conductive medium.





Our goal
is continually to improve our proprietary semi-solid synthesis process for the
development of lithium ion rechargeable battery technologies to meet the growing
needs for a less expensive, high-energy density, extended life and fast
recharging battery while considering safety as a major concern.





We use a
proprietary superlattice cathode material and its technically advanced synthesis
process. Our other technical expertise includes Battery Management Systems (BMS)
and a high current rate battery charger. A typical battery pack will consist of
a number of lithium ion cells and a BMS.





Currently,
our technology development is in the initial phase of prototyping and testing.
Once a prototype is successfully obtained, we plan to work closely with
production specialists in the battery industry and material synthesis to lead
the battery manufacturing unit along with marketing and sales team. Our primary
focus will then simultaneously operate research and development, production and
marketing of the new products.





Sources and Availability of
Raw Materials





We use
raw materials from several manufacturers in the United States, such as Alfa
Aesar, Pred Chemicals, TIMCAL and Ferro Corporation. We use different types of
lithium, manganese, cobalt, nickel and titanium salts, electrolytes, copper and
aluminum foil which are available in large scale.





License Agreement with EV
Innovations, Inc.





Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with EV Inovations providing for EV Innovations’ license to us of EV
Innovations’ patent applications and technologies for rechargeable lithium-ion
batteries for hybrid vehicles and other applications (“Licensed
Products”).


3





Under the
License Agreement, EV Innovations has the right to purchase its requirements of
lithium ion batteries from us, and its requirements of lithium ion batteries
shall be supplied in preference to, and on a priority basis as compared with,
supply and delivery arrangements in effect for our other customers. EV
Innovations’ cost for lithium ion batteries purchased from us is our actual
manufacturing costs for such batteries for our fiscal quarter in which EV
Innovations’ purchase takes place.




We have
agreed to invest a minimum of $1,500,000 in each of the first two years under
the License Agreement in development of the technology for the Licensed
Products. In the initial year under the License Agreement, the Company invested
approximately $264,043 in the development of technology, and therefore is not in
compliance with its obligations under this covenant of the license
agreement.  EV Innovations has advised the Company in a letter dated
October 1, 2009, that it will not give notice of default against the Company for
our failure to comply with this covenant in the first year of the term of the
License Agreement.




Effective
April 16, 2008, we lease approximately 5,000 square feet of space (“Leased
Space”) in EV Innovations’ North Carolina facility, such Leased Space to be
suitable for, and utilized by us for, our developmental and manufacturing
operations for Licensed Products pursuant to the License Agreement.  The
Leased Space is leased by EV Innovations to us on a month-to-month basis at a
monthly rental of $2,500, the monthly rental to be escalated five (5%) percent
annually. Effective April 16, 2008, EV Innovations also sold us for the purchase
price of $29,005, specified equipment and supplies related to the licensed
field.





Competition





Our
lithium battery development operations face substantial competition from other
companies which have significantly greater financial resources than we do. 
At this time the lithium ion battery market is controlled by Asian
manufacturers, and the Company is not aware of any volume battery manufacturer
in the United States. LIB manufacturing moved out from USA in earlier days
sighting the complicated and costly manufacturing process.





Government
Regulation





According
to lithium battery federal regulations, no lithium ion batteries may be shipped
without having passed a series of tests defined by the UN Committee of Experts
on the Transport of Dangerous Goods. Additional cost associated with these tests
and special packaging requirements along with the troubles posed by delays in
obtaining the lithium ion batteries on time have caused difficulties for
American companies dealing with the Asian battery suppliers.





Employees





As of the
date of this report, we have three employees.  We employ several
consultants.





Research and Development
Expenditures





We incurred $19,413 of research and
development expenditures in the year ended July 31, 2008, and $239,543 of such
expenditures in the year ended July 31, 2009.


4





Patents and
Trademarks





We have
licensed provisional patent applications involving rechargeable battery cathode
material and battery management systems from EV Innovations and have acquired a
U.S. patent for technology involving varied current and voltage rating battery
packs. These patent rights enable us to customize and commercialize the battery
packs inside electric vehicles according to the customer’s power requirements.
This technology also gives us the ability to select a parallel or series
combination of cells to produce a battery pack.





Item
1A. Risk Factors.





You should be particularly  aware
of the inherent risks associated with our business plan. These risks include but
are not limited to:





General





THE
CURRENT WORLDWIDE ECONOMIC SLOWDOWN COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR
PRODUCT RESEARCH AND DEVELOPMENTAL ACTIVITIES AND PLANNED COMMERCIALIZATION OF
OUR LITHIUM BATTERY TECHNOLOGY.




The
automotive industry is cyclical in nature and tends to reflect general economic
conditions. The U.S. and other world economies are in an economic slowdown or a
recession, which could last well into 2010 and beyond. The recession may lead to
a significant decline in prices and demand for automotive power train
components, which would in turn adversely affect the demand for our proposed
lithium battery products.





However,
department of energy, USA is emphasizing on electric and hybrid vehicles which
requires lithium ion batteries. Several funding and loan programs from DOE are
available to establish lithium ion battery manufacturing companies in the
USA.





WE DO NOT
HAVE SUFFICIENT REVENUES TO SUSTAIN OUR OPERATIONS





We have
not had sufficient revenues  from our operations to operate without
substantial loans from our former major stockholder,  As of July 31, 2009,
we had a minimum amount of cash on hand.  During our fiscal year ended July
31, 2009, we incurred a net comprehensive loss of $898,447. On July 31, 2009, we
had a working  capital  deficiency  of  $5,510,413 and
a  stockholders' deficit of $5,369,152. We expect that we will continue to
incur operating losses in the future in connection with the development of our
lithium battery technology. Failure to achieve or maintain profitability may
materially and adversely affect the future value of our common
stock.





IF WE DO
NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL





Our
current  operating  funds are less than  necessary 
for  commercialization  of  our products,  and therefore we
will need to obtain  additional  financing  in order to complete
our business plan.  We do not currently have any arrangements for financing
and we may not be able to find such financing if required. Market factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.





OUR
MANAGEMENT HAS LIMITED EXPERIENCE IN DEVELOPMENT AND PRODUCTION OF LITHIUM ION
BATTERIES AND WITH NEGOTIATING COMMERCIAL ARRANGEMENTS FOR SUCH
PRODUCTS





Our
management has limited experience in development, production, commercialization
of and negotiating licenses and joint ventures to commercialize the lithium ion
batteries we are developing. As a result of this inexperience, there is a
high  risk we may be unable to  complete  our 
business  plan and successfully commercialize our lithium ion battery
products, if we succeed in developing such products. Because of the intense
competition  for our planned products,  there is substantial risk that
we will not  successfully commercialize these products.


5





OUR
PLANNED LITHIUM ION BATTERY BUSINESS IS SUBJECT TO SUBSTANTIAL
RISKS





The
lithium ion battery market is competitive and risky. We are competing against
numerous competitors with  greater financial resources than us, and due to
the difficulties of entry into these markets,  we may be unsuccessful 
and not be able to complete  our business plan.





We may be
required to obtain Federal and state certifications or approvals for our planned
products. Our products, when fully developed, may not meet these Federal or
state performance or safety standards in effect at the time for lithium ion
batteries for the uses for which we intend to sell our products.





LITHIUM
ION BATTERIES, IF NOT PROPERLY MANAGED, MAY POSE A FIRE HAZARD.





We will
have to develop batteries and battery management systems that eliminate the risk
of fire from use of lithium ion batteries as a power source.  If we are not
able to develop such systems our business will not develop as planned.  If
our battery management systems fail, we could be liable to those who are harmed
as a result of such failure.





OUR
PRODUCTS ARE SUBJECT TO EXTENSIVE FEDERAL, STATE AND LOCAL SAFETY, ENVIRONMENTAL
AND OTHER GOVERNMENT REGULATION THAT MAY REQUIRE US TO INCUR EXPENSES, MODIFY
PRODUCT OFFERINGS OR CEASE ALL OR PORTIONS OF OUR BUSINESS IN ORDER TO MAINTAIN
COMPLIANCE WITH THE ACTIONS OF REGULATORS.





The
Company’s business and facilities also are subject to regulation under various
federal, state and local regulations relating to the sale of its products,
operations, occupational safety, environmental protection, hazardous substance
control and product advertising and promotion. Failure to comply with any of
these regulations in the operation of the business could subject the Company to
administrative or legal action resulting in fines or other monetary penalties or
require the Company to change or cease business.





A
SIGNIFICANT ADVERSE DETERMINATION IN ANY MATERIAL PRODUCT LIABILITY CLAIM
AGAINST THE COMPANY COULD ADVERSELY AFFECT OUR OPERATING RESULTS OR FINANCIAL
CONDITION.




Accidents
involving personal injury and property damage could occur in the use of products
that we plan to develop, and no assurance can be given that material product
liability claims against us will not be made in the future. Adverse
determination of material product liability claims made against us or a lapse in
coverage of any product liability policy that we may have in effect in the
future when we are marketing our products commercially could adversely affect
our operating results or financial condition.





WE 
HAVE  BEEN  THE  SUBJECT  OF  A  GOING 
CONCERN OPINION FROM OUR INDEPENDENT AUDITORS, WHICH MEANS THAT WE MAY NOT BE
ABLE TO CONTINUE OPERATIONS  UNLESS  WE OBTAIN ADDITIONAL
FUNDING





Our
independent  auditors have added an explanatory  paragraph to their
audit opinions, issued in connection with our financial statements, which states
that our ability to continue as a going concern is uncertain.


6





BECAUSE
OUR STOCK IS DEEMED A “PENNY STOCK”, YOU MAY HAVE DIFFICULTY SELLING SHARES OF
OUR COMMON STOCK.





Our
common stock is a "penny stock" and is therefore subject to the requirements of
Rule 15g-9 under the Securities Exchange Act of 1934, as amended. Under
this rule, broker-dealers who sell penny stocks must provide purchasers of these
stocks with a standardized risk-disclosure document prepared by the Securities
and Exchange Commission ("SEC"). The penny stock rules severely limit the
liquidity of securities in the secondary market, and many brokers choose not to
participate in penny stock transactions. As a result, there is generally less
trading in penny stocks and you may not always be able to resell shares of our
common stock publicly at the time and prices that you feel are fair or
appropriate. Under applicable regulations, our common stock will generally
remain a penny stock until and for such time as its per-share price is $5.00 or
more (as determined in accordance with SEC regulations), or until we meet
certain net asset or revenue thresholds. These thresholds include the possession
of net tangible assets (that is, total assets less intangible assets and
liabilities) in excess of $2,000,000, and the recognition of average revenues
equal to at least $6,000,000 for each of the last three years. We do not
anticipate meeting any of the thresholds in the foreseeable future.





Item
1B. Unresolved Staff Comments.





Not
applicable.





Item
2. Properties.





Our
mailing address is 420 N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada 89110,
for which we pay $11.00 per month, on a month to month basis.





Effective
April 16, 2008, we agreed to lease approximately 5,000 square feet of space
(“Leased Space”) in EV Innovations’ North Carolina facility, such Leased Space
to be suitable for, and utilized by us for, our developmental and manufacturing
operations for Licensed Products pursuant to the License Agreement.  The
Leased Space is leased by EV Innovations to us on a month-to-month basis at a
monthly rental of $2,500, the monthly rental to be escalated five (5%) percent
annually.




Item
3. Legal Proceedings.





None.




Item
4. Submission of Matters to a Vote of Security Holders.





Not
applicable.


7




PART
II




Item
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities.





As of
October 13, 2009, there were approximately 21 record owners of the Company's
Common Stock. The Company's Common Stock is quoted on the National Association
of Securities Dealers OTC Bulletin Board under the symbol
"SLPO.OB".





Period
                  
                  High*
                  
                  
                  Low*August
      1 to October 31, 2007
                  
                  $
                  .83
                  
                  
                  $
                  .21November
      1, 2007 to January 31, 2008
                  
                  $
                  .20
                  
                  
                  $
                  .10February
      1 to April 30, 2008
                  
                  $
                  .15
                  
                  
                  $
                  .12May
      1 to July 31, 2008
                  
                  $
                  .84
                  
                  
                  $
                  .11August
      1 to October 31, 2008
                  
                  $
                  .69
                  
                  
                  $
                  .27November
      1, 2008 to January 31, 2009
                  
                  $
                  .20
                  
                  
                  $
                  .05February
      1 to April 30, 2008
                  
                  $
                  .22
                  
                  
                  $
                  .05May
      1 to July 31, 2009
                  
                  $
                  .15
                  
                  
                  $
                  .26August
      1 to October 13, 2009
                  
                  $
                  .25
                  
                  
                  $
                  .18





*
Prices have been adjusted to reflect the 3-for-1 forward split effective October
19, 2009.





Holders
of common stock are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefor and, in the event of
liquidation, to share pro rata in any distribution of the Company's assets after
payment of liabilities. The Board of Directors is not obligated to declare a
dividend. The Company has not paid any dividends and the Company does not have
any current plans to pay any dividends.





Securities
Authorized for Issuance under Equity Compensation Plans





The following table sets forth as of
July 31, 2009 information  with respect to our common stock issued and
available to be issued under outstanding options,  warrants and
rights.





(a)
                                
                                
                                (b)
                                
                                
                                (c)Plan
      category
                                
                                Number of securities to be
                                
                                
                                Weighted-average exercise
                                
                                
                                Number of securitiesissued upon exercise of
                                
                                
                                price of outstanding
                                
                                
                                remaining available foroutstanding options,
                                
                                
                                options, warrants and
                                
                                
                                future issuance underwarrants and rights
                                
                                
                                rights
                                
                                
                                equity compensationplans(excluding securitiesreflected incolumn (a))Equity
      compensation plans approved by security holders
                                
                                
                                -0-
                                
                                
                                
                                —
                                
                                
                                
                                -0-Equity
      compensation plans not approved by security holders
                                
                                
                                -0-
                                
                                
                                
                                —
                                
                                
                                
                                -0-Total
                                
                                
                                -0-
                                
                                
                                
                                —
                                
                                
                                
                                -0-


8




Item
6. Selected Financial Data.




Not
applicable.




Item
7. Management's Discussion and Analysis or Plan of Operations.





FORWARD
LOOKING STATEMENTS





This
annual report  contains  forward-looking  statements that involve
risks and uncertainties.  We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such
forward-looking  statements. You should not place too much 
reliance  on these  forward-looking  statements.  Our actual
results are likely to differ  materially from those  anticipated in
these forward-looking  statements  for many  reasons, 
including the risks faced by us described in this section.




INTRODUCTION




We were
incorporated on July 15, 2002 under the laws of the State of Nevada. We changed
our business in 2008, entering into a license agreement with EV Innovations on
April 15, 2008, for the license of the development of their lithium battery
technology, and we sold our Zingo Telecom, Inc. and M/S Zingo Bpo Services Pvt.
Ltd. subsidiaries that offered telecommunications services to business and
residential customers utilizing VoIP technology on May 15, 2008.  To
reflect our new business, we changed our name from Zingo, Inc. to Superlattice
Power, Inc. on April 25, 2008.




A 3-for-1
forward split in our common stock was effective October 19, 2009. The
Certificate of Change filed with the Nevada Secretary of State on September 18,
2009, providing for the forward split changed the number of shares of our
outstanding common stock from 115,000,000 to 345,000,000, and the number of
shares of our authorized common stock in the same ratio, from 250,000,000 to
750,000,000.





Results
Of Operations for the Year Ended July 31, 2009





We
incurred a net loss of $898,447 in the year ended July 31, 2009, which included
general and administrative costs of $205,404.





2009
COMPARED WITH 2008





Our net
comprehensive loss for the twelve months ended July 31, 2009 increased to
$898,447 for the twelve months ended July 31, 2009, from $865,290 for the twelve
months ended July 31, 2008. Our net comprehensive loss in 2008 included a net
loss on discontinued operations of $356,843.





PLAN OF
OPERATION





Commercial
Initiatives





We are
developing rechargeable lithium ion batteries for power production for a variety
of uses.  We plan to pioneer  a superlattice cathode material for the
use in lithium ion rechargeable batteries.


9





License
Agreement with EV Innovations





Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with EV Innovations, our former controlling stockholder, providing for EV
Innovations’ license to us of EV Innovations’ patent applications and
technologies for rechargeable lithium-ion batteries for hybrid vehicles and
other applications (“Licensed Products”).





Under the
License Agreement, EV Innovations has the right to purchase its requirements of
lithium ion batteries from us, and its requirements of lithium ion batteries
shall be supplied in preference to, and on a priority basis as compared with,
supply and delivery arrangements in effect for our other customers. EV
Innovations’ cost for lithium ion batteries purchased from us will be our actual
manufacturing costs for such batteries for our fiscal quarter in which EV
Innovations’ purchase takes place.





Under
Section 2.2 of the License Agreement, we have agreed to invest a minimum of
$1,500,000 in each of the first two years of the term of the License Agreement
in development of the technology for the Licensed Products. In the initial year
under the License Agreement, we invested approximately $264,043 in the
development of our technology, and therefore are not in compliance with our
obligations under this covenant of the License Agreement.  EV Innovations
has advised us in a letter dated October 1, 2009, that it will not give notice
of default against us for our failure to comply with this covenant in the first
year of the term of the License Agreement.





Effective
April 16, 2008, we agreed to lease approximately 5,000 square feet of space
(“Leased Space”) in EV Innovations’ North Carolina facility, such Leased Space
to be suitable for, and utilized by us for, our developmental and manufacturing
operations for Licensed Products pursuant to the License Agreement.  The
Leased Space is leased by EV Innovations to us on a month-to-month basis at a
monthly rental of $2,500, the monthly rental to be escalated five (5%) percent
annually. Effective April 16, 2008, EV Innovations also sold us for the purchase
price of $29,005, specified equipment and supplies related to the licensed
intellectual property.




Sale
of our Telecom Subsidiaries




At a
closing held on May 15, 2008, we sold for $215,000 the 75,000 outstanding shares
of common stock, constituting 100% of the outstanding stock, of our subsidiary
Zingo Telecom, Inc.  In addition, at the closing, we assigned and
transferred all receivables or debt obligations of Zingo Telecom owing to or
held by us at the closing date, and all outstanding shares of M/S Zingo Bpo
Services Pvt. Ltd., our subsidiary incorporated in India.





5.2 
       Liquidity and Capital Resources





As of
July 31, 2009, we had cash on hand of $191.  Our liabilities at July 31,
2009 totaled $5,513,918, as compared with $4,623,028 at July 31, 2008; and our
property plant and equipment increased to $141,261 at July 31, 2009, as compared
with $33,603 at July 31, 2008.





At July
31, 2009, we had a working  capital  deficiency of $5,510,413 and a
stockholders deficit of $5,369,152.





We used
net cash in operating activities of $398,829 in the twelve months ended July 31,
2009, as compared with $780,276 in the comparable period in 2008, and cash flow
used in investing activities for the purchase of property, plant and equipment
was $17,015 in 2009, as compared with $17,784 cash flow provided by investing
activities in 2008, including $52,063 for the purchase of property, plant and
equipment.





In the
twelve months ended July 31, 2009, we had received approximately $400,340 in net
advances from related parties, giving effect to payments to related parties of
$43,400, as compared with net advances from related parties of $764,365 in 2008,
giving effect to payments to related parties of $637,673.


10





Since
our  incorporation,  we have  financed  our 
operations  almost exclusively through advances from our controlling
shareholders. We expect to finance operations through the sale of equity or
other investments in us for the foreseeable  future, as we do not
receive  significant  revenue  from our new business 
operations.  There  is no  guarantee  that we will 
be  successful  in arranging financing on acceptable
terms.





Our
ability to raise additional  capital is affected by trends and
uncertainties  beyond our control. We do not currently have any 
arrangements  for financing and we may not be able to find such financing
if required.  Obtaining  additional  financing  would be
subject to a number of factors, including investor sentiment. Market factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.





Our
auditors are of the opinion that our continuation as a going concern is in
doubt.  Our  continuation as a going  concern is 
dependent  upon continued financial support from our shareholders and other
related parties.





CRITICAL
ACCOUNTING POLICIES





Recently
issued pronouncements


In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including and Amendment of FASB
Statement No. 115."  SFAS No. 159 provides entities with an irrevocable
option to report selected financial assets and financial liabilities at fair
value.  It also establishes presentation and disclosure requirements that
are designed to facilitate comparisons between entities that choose different
measurement attributes for similar types of assets and liabilities.  The
Company adopted SFAS No. 159 on August 1, 2008 and chose not to elect the fair
value option for its financial assets and liabilities that had not been
previously carried at fair value.  Therefore, material financial assets and
liabilities not carried at fair value, such as other assets, accounts payable
and other liabilities are reported at their carrying values.





In
December 2007, the FASB issued SFAS No. 141(R), “Business
Combinations.” This standard establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non-controlling interest in the
acquired and the goodwill acquired. This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination.  SFAS No. 141(R) is
effective for which the acquisition date is or after an entities fiscal year end
that begins after December 15, 2008.  The provisions of SFAS 141(R) are
effective for the Company for the fiscal year ending January 31, 2010. We are
evaluating the impact of this standard and do not expect the adoption of
SFAS 141(R) to have a material impact on its financial
statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No. 51”
(“SFAS No. 160”).  SFAS No. 160 amends Accounting Research Bulletin (“ARB”)
No. 51 to establish accounting and reporting standards for the noncontrolling
(minority) interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is
an ownership interest in the consolidated entity that should be reported as
equity in the Consolidated Financial Statements.  SFAS No. 160 also
requires consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest on the
face of the consolidated statement of income.  Under SFAS No. 160, the
accounting for changes in a parent’s ownership interest in a subsidiary that do
not result in deconsolidation must be accounted for as equity transactions for
the difference between the parent’s carrying value and the cash exchanged in the
transaction.  In addition, SFAS No. 160 also requires that a parent
recognize a gain or loss in net income when a subsidiary is deconsolidated
(except in the case of a spin-off), and requires expanded disclosure in the
Consolidated Financial Statements that clearly identify and distinguish between
the interests of the parent’s ownership interest and the interests of the
noncontrolling owners of a subsidiary.  This Statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  The Company will adopt SFAS No. 160 on August 1,
2009, as required, and does not believe they will have a significant impact on
its financial statements.


11




In
February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application
of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting
Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB
Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS
157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive
accounting pronouncements that address leasing transactions from the
requirements of SFAS No. 157, with the exception of fair value measurements of
assets and liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS
157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). FSP
SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of
SFAS No. 157 on August 1, 2008. The Company will provide the additional
disclosures required relating to the fair value measurement of nonfinancial
assets and nonfinancial liabilities. The Company completed its implementation of
SFAS No. 157 effective August 1, 2008 and it did not have a material impact on
its financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities,” an amendment of FASB Statement No. 133 (“SFAS No.
161”).  The new standard is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance and cash flows.  It is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008.  The Company does not believe that SFAS No. 161 will
have a material impact on its financial statements.





In April
2009, the FASB issued FASB Staff Positions ("FSP") FAS 115-2 and FAS 124-2,
"Recognition and Presentation of Other-Than-Temporary Impairments".  These
FSPs amend rules for other-than-temporary impairments, provide for guidance on
calculating fair values in inactive and distressed markets and require quarterly
fair value disclosures.  These FSPs are effective for interim and annual
reporting periods ending after June 15, 2009, with early adoptions permitted for
periods ending after March 15, 2009.  The adoption of these FSPs did not
have a material impact on the Company's financial statements.





In May
2009, the FASB issued SFAS No. 165, "Subsequent Events."  SFAS No. 165
defines subsequent events as events or transactions that occur after the balance
sheet date, but before the financial statements are issued.  It defines two
types of subsequent events: recognized subsequent events, which provide
additional evidence about conditions that existed at the balance sheet date, and
non-recognized subsequent events, which provide evidence about conditions that
did not exist at the balance sheet date, but arose before the financial
statements were issued.  Recognized subsequent events are required to be
recognized in the financial statements, and non-recognized subsequent events are
required to be disclosed.  SFAS No. 165 requires entities to disclose the
date through which subsequent events have been evaluated, and the basis for that
date.  SFAS 165 is consistent with current practice and did not have any
impact on the Company's consolidated financial statements.  Subsequent
events were evaluated through October 13, 2009.


12





In June
2009, the FASB issued SFAS No. 168, the "FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles".  SFAS No.
168 replaces SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles" (SFAS No. 168), and establishes the FASB Accounting Standards
Codification (Codification) as the source of authoritative GAAP in the U.S.
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements.  SFAS No. 168 is effective for
financial statements issued for interim periods and annual periods ending after
September 15, 2009.




Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





Commodity
Price Risk – The raw materials for manufacturing our batteries could be affected
by changes in the commodities markets, and if we commence manufacturing our
lithium ion batteries, we could be subject to this risk.


13




Item
8. Financial Statements and Supplementary Data.





SUPERLATTICE
POWER, INC.





FINANCIAL
STATEMENTS





July 31,
2009


14





Superlattice
Power, Inc.





Index to
Financial Statements





Reports
      of Independent Registered Accounting Firms
                
                16Consolidated
      Balance Sheets as of July 31, 2009
                
                17Consolidated
      Statements of Operations for years ended July 31, 2009 and
      2008
                
                18Consolidated
      Statement of stockholders’ Deficiency for the period ending July 31,
      2009
                
                19Consolidated
      Statement of cash flows for the years ended July 31, 2009 and
      2008
                
                20Notes
      to the financial statements
                
                21


15





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors


Superlattice
Power, Inc.


Las
Vegas, NV





We have
audited the accompanying balance sheets of Superlattice Power, Inc. and
Subsidiaries (collectively, the “Company”) (a development stage enterprise) as
of July 31, 2009 and 2008, and the related statements of operations,
stockholders’ deficiency, and cash flows for each of two years in the period
ended July 31, 2009.  These financial statements are the responsibility of
the Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.





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





In our
opinion, such financial statements present fairly, in all material respects, the
financial position of the Company as of July 31, 2009 and 2008, and the results
of its operations and its cash flows for each of the two years in the period
ended July 31, 2009, in conformity with accounting principles generally accepted
in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming the
company will continue as a going concern.  As shown in the consolidated
financial statements, the Company incurred a net loss of $898,447 for the year
ending July 31, 2009.  As of July 31, 2009, current liabilities exceeded
current assets by $5.5 million and has an accumulated deficit of $5.4
million.  These factors, and others discussed in Notes 1 and 10, raise
substantial doubt about the Company’s ability to continue as a going
concern.





These
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.





/s/Wiener,
Goodman & Company, P.C.


Eatontown,
New Jersey


October
14, 2009


16


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
BALANCE SHEETS
 
 July
      31,2009
                            
                            
                            2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                            
                            $
                            191
                            
                            
                            $
                            15,695Prepaid
      expenses
                            
                            
                            3,314
                            
                            
                            
                            -Total
      current assets
                            
                            
                            3,505
                            
                            
                            
                            15,695Property
      and equipment, net
                            
                            
                            141,261
                            
                            
                            
                            33,603$
                            144,766
                            
                            
                            $
                            49,298LIABILITIES AND STOCKHOLDERS'
      DEFICIENCYCurrent
      liabilities:Accounts
      payable and accrued expenses
                            
                            $
                            654,810
                            
                            
                            $
                            164,260Due
      to related parties
                            
                            
                            4,859,108
                            
                            
                            
                            4,458,768Total
      current liabilities
                            
                            
                            5,513,918
                            
                            
                            
                            4,623,028Commitments
      and contingencies
                            
                            
                            -
                            
                            
                            
                            -Stockholders'
      deficiency:Preferred
      stock, $.001 par value, 10,000,000 shares authorized, 0 issued and
      outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, $.001 par value, 250,000,000 shares authorized, 115,000,000 issued
      and outstanding at July 31, 2009 and 2008, respectively
                            
                            
                            115,000
                            
                            
                            
                            115,000Additional
      paid-in-capital
                            
                            
                            18,918
                            
                            
                            
                            (84,107
                            )Accumulated
      deficit
                            
                            
                            (5,503,070
                            )
                            
                            
                            (4,604,623
                            )Total
      stockholders' deficiency
                            
                            
                            (5,369,152
                            )
                            
                            
                            (4,573,730
                            )$
                            144,766
                            
                            
                            $
                            49,298
 
 SEE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  17
 
 SUPERLATTICE
POWER, INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 YEARS
      ENDEDJuly
      31,2009
                    
                    
                    2008Sales
                    
                    $
                    -
                    
                    
                    $
                    -Costs
      and expenses:General
      and administrative
                    
                    
                    205,404
                    
                    
                    
                    341,835Research
      and development
                    
                    
                    239,543
                    
                    
                    
                    19,413444,947
                    
                    
                    
                    361,248Loss
      from continuing operations
                    
                    
                    (444,947
                    )
                    
                    
                    (361,248
                    )Other
      (expense)
                    
                    
                    -
                    
                    
                    
                    (16,852
                    )Interest
      income
                    
                    
                    -
                    
                    
                    
                    633Interest
      expense
                    
                    
                    (453,500
                    )
                    
                    
                    (127,077
                    )Loss
      on sale of asset
                    
                    
                    -
                    
                    
                    
                    (3,903
                    )Net
      loss from continuing operations
                    
                    
                    (898,447
                    )
                    
                    
                    (508,447
                    )Provision
      for (benefit from) income taxes
                    
                    
                    -
                    
                    
                    
                    -Net
      loss from continuing operations
                    
                    
                    (898,447
                    )
                    
                    
                    (508,447
                    )Discontinued
      operations:Loss
      from discontinued operations
                    
                    
                    -
                    
                    
                    
                    (526,132
                    )Gain
      on disposal of discontinued operations
                    
                    
                    -
                    
                    
                    
                    169,289Net
      loss on discontinued operations
                    
                    
                    -
                    
                    
                    
                    (356,843
                    )Net
      loss
                    
                    
                    (898,447
                    )
                    
                    
                    (865,290
                    )Other
      comprehensive income:Foreign
      currency translation
                    
                    
                    -
                    
                    
                    
                    7,860Net
      comprehensive loss
                    
                    $
                    (898,447
                    )
                    
                    $
                    (857,430
                    )Net
      loss per share - basic and diluted - continuing operations
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      shares outstanding - basic and diluted - continuing
    operations
                    
                    
                    345,000,000
                    
                    
                    
                    345,000,000Net
      loss per share - basic and diluted - discontinued
    operations
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      shares outstanding - basic and diluted - discontinued
      operations
                    
                    
                    345,000,000
                    
                    
                    
                    345,000,000
 
 SEE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  18
 
 SUPERLATTICE
POWER, INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIENCY
 
 CumulativeAdditional
                    
                    
                    OtherCommon
      Stock
                    
                    
                    Paid
      In
                    
                    
                    Comprehensive
                    
                    
                    AccumulatedShares
                    
                    
                    Par value
                    
                    
                    Capital
                    
                    
                    Income (Loss)
                    
                    
                    Deficit
                    
                    
                    TotalBalance
      August 1, 2007
                    
                    
                    115,000,000
                    
                    
                    $
                    115,000
                    
                    
                    $
                    (84,107
                    )
                    
                    $
                    (7,860
                    )
                    
                    $
                    (3,739,333
                    )
                    
                    $
                    (3,716,300
                    )Foreign
      currency translation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,860
                    
                    
                    
                    -
                    
                    
                    
                    7,860Net
      loss for year ended July 31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (865,290
                    )
                    
                    
                    (865,290
                    )Balance
      July 31, 2008
                    
                    
                    115,000,000
                    
                    
                    
                    115,000
                    
                    
                    
                    (84,107
                    )
                    
                    
                    -
                    
                    
                    
                    (4,604,623
                    )
                    
                    
                    (4,573,730
                    )Contribution
      of machinery & equipment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    103,025
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    103,025Net
      loss for the period ended July 31, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (898,447
                    )
                    
                    
                    (898,447
                    )Balance
      July 31, 2009
                    
                    
                    115,000,000
                    
                    
                    $
                    115,000
                    
                    
                    $
                    18,918
                    
                    
                    $
                    -
                    
                    
                    $
                    (5,503,070
                    )
                    
                    $
                    (5,369,152
                    )
 
 SEE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  19
 
 SUPERLATTICE
POWER, INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 
 YEAR
      ENDEDJuly
      31,2009
                      
                      
                      2008Cash
      Flows from Operating ActivitiesNet
      loss
                      
                      $
                      (898,447
                      )
                      
                      $
                      (865,290
                      )Items
      not affecting cash flowsDepreciation
                      
                      
                      12,382
                      
                      
                      
                      34,363Bad
      debt expense
                      
                      
                      -
                      
                      
                      
                      35,380Non
      cash items due to sale of subsidiaries
                      
                      
                      -
                      
                      
                      
                      (128,065
                      )Loss
      on sale of property and equipment
                      
                      
                      -
                      
                      
                      
                      3,903Changes
      in operating assets and liabilitiesDecrease
      in accounts receivable
                      
                      
                      -
                      
                      
                      
                      905Decrease
      in inventories
                      
                      
                      -
                      
                      
                      
                      74,146Increase
      (decrease) in prepaid expenses
                      
                      
                      (3,314
                      )
                      
                      
                      23,370Increase
      in accounts payable and accrued expenses
                      
                      
                      490,550
                      
                      
                      
                      44,002Decrease
      in deferred revenue
                      
                      
                      -
                      
                      
                      
                      (2,990
                      )Net
      cash used in operating activities
                      
                      
                      (398,829
                      )
                      
                      
                      (780,276
                      )Cash
      Flows from Investing ActivitiesPurchase
      of property and equipment
                      
                      
                      (17,015
                      )
                      
                      
                      (52,063
                      )Sale
      of property and equipment
                      
                      
                      -
                      
                      
                      
                      68,777Proceeds
      from sale of property and equipment
                      
                      
                      -
                      
                      
                      
                      1,070Net
      cash provided by (used in) investing activities
                      
                      
                      (17,015
                      )
                      
                      
                      17,784Cash
      Flows from Financing ActivitiesAdvances
      from related parties
                      
                      
                      443,740
                      
                      
                      
                      1,402,038Payments
      to related parties
                      
                      
                      (43,400
                      )
                      
                      
                      (637,673
                      )Net
      cash provided by financing activities
                      
                      
                      400,340
                      
                      
                      
                      764,365Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      -
                      
                      
                      
                      7,860Net
      increase (decrease) in cash and cash equivalents
                      
                      
                      (15,504
                      )
                      
                      
                      9,733Cash
      and cash equivalents at beginning of period
                      
                      
                      15,695
                      
                      
                      
                      5,962Cash
      and cash equivalents at end of period
                      
                      $
                      191
                      
                      
                      $
                      15,695Supplemental
      information:Cash
      paid during the year for:Interest
      paid
                      
                      $
                      -
                      
                      
                      $
                      -Income
      taxes paid
                      
                      $
                      -
                      
                      
                      $
                      -Non-cash
      transactionsDonated
      Equipment
                      
                      $
                      103,025
                      
                      
                      $
                      -Transfer
      of loan to Blue Diamond Investments, Inc.
                      
                      $
                      -
                      
                      
                      $
                      4,341,358Write
      off of marketable securities - restricted for the sale of
      subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      41,224Write
      off of recievables for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      34,291Write
      off of inventory for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      37,072Write
      off of prepaid expenses for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      24,930Write
      off of net fixed assets for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      66,275Write
      off of payables for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      113,570Write
      off of investment in subsidiary for the sale of
    subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      3,570,751Write
      off of foreign currency for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      17,752Write
      off of additional paid in capital for the sale of
    subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      30,550Write
      off of retained earnings for the sale of subsidiaries
                      
                      $
                      -
                      
                      
                      $
                      3,739,344
 
 SEE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


20


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Note
1. Financial statement presentation





Superlattice
Power, Inc. (the “Company” or “Superlattice Power”) (formerly Zingo, Inc.),
following the sale as of May 15, 2008, of its VOIP telecommunications business,
intends to concentrate its efforts on further development of the lithium
batteries technology licensed from EV Innovations, Inc. (“EVI”), the Company’s
former parent (Hybrid Technologies, Inc.).  Our auditors have
expressed substantial doubt concerning our ability to continue as a going
concern.





As of
August 1, 2008, the Company is considered a development stage enterprise as
defined in Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting for Development Stage Companies", issued by the
Financial Accounting Standards Board (the "FASB").  The Company has
limited revenue to date, continues to raise capital and there is no assurance
that ultimately the Company will achieve a profitable level of
operations.





The
summary of significant accounting policies is presented to assist in the
understanding of the financial statements.  The financial statements
and notes are the representations of management.  These accounting
policies conform to accounting policies generally accepted in the United States
of America and have been consistently applied in the preparation of the
financial statements.





History
and Nature of Business


Superlattice
Power was originally incorporated under the name Titan Web Solutions, Inc. on
July 15, 2002 under the laws of the State of Nevada. The Company changed
its name to JavaKingCoffee, Inc. in August 2003.





Effective
August 8, 2005, the Company entered into an Agreement and Plan of
Reorganization, pursuant to which the Company agreed to acquire all of the
outstanding shares of WhistlerTel, Inc., a Nevada corporation, which was a
wholly owned subsidiary of EV Innovations, Inc. (“EVI”).  The
transaction was completed on August 19, 2005 by the issuance of 240,000,000
shares of the Company's stock in exchange for all of the outstanding shares
of WhistlerTel's common stock.





WhistlerTel,
Inc. was organized in November, 2004.  The Company offers
telecommunication services to businesses which provide voice communication via
the Internet.  The system requires high speed broadband internet
access.





On April
15, 2008, EV Innovations, Inc. sold its controlling interest of the Company’s
outstanding common stock to Blue Diamond Investments, Inc. With the sale of our
VoIP telecommunications business, named Zingo Telecom, Inc., on May 15, 2008 we
intend to concentrate efforts on further development of the lithium batteries
technology licensed from EVI, the Company’s former parent.





Effective
April 15, 2008, the Company entered into a license agreement with EVI providing
for EVI’s license to the Company of their patent applications and technologies
for rechargeable lithium ion batteries for hybrid vehicles and other
applications (“licensed products”).  Under the license agreement, EVI
has the right to purchase their requirements of lithium ion batteries from the
Company, and their requirements of lithium ion batteries shall be supplied by
the Company in preference to, and on a priority basis as compared with, supply
and delivery arrangements in effect for other customers of the Company. EVI’s
cost for lithium ion batteries shall be the Company’s actual manufacturing costs
for such batteries for the fiscal quarter of the Company in which EVI’s purchase
takes place.


21


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Under
Section 2.2 of the license agreement, the Company has agreed to invest a minimum
of $1,500,000 in each of the first two years of the term of the license
agreement in development of the technology for the licensed products. In the
initial year under the license agreement, the Company invested approximately
$264,043 in the development of technology, and therefore is not in compliance
with its obligations under this covenant of the license agreement.  EV
Innovations has advised the Company in a letter dated October 1, 2009, that it
will not give notice of default against the Company for our failure to comply
with this covenant in the first year of the term of the license
agreement.




Effective
April 16, 2008, the Company agreed to lease approximately 5,000 square feet of
space in EVI’s North Carolina facility.  The leased space will be
suitable, and utilized by the Company, for developmental and manufacturing
operations for licensed products pursuant to the license
agreement.  The leased space is leased on a month-to-month basis at a
monthly rental of $2,625, the monthly rental to be escalated five (5%) percent
annually. Also effective April 16, 2008, the Company purchased certain equipment
and supplies related to the license agreement from EVI for the purchase price of
$29,005.





The
Company merged into its wholly-owned subsidiary, Superlattice Power, Inc., on
April 25, 2008.  The subsidiary was created solely for this merger,
the purpose of which was to change the name of the Company from Zingo, Inc. to
Superlattice Power, Inc. The state of Nevada does not require stockholder
approval of a merger of a wholly-owned subsidiary into the parent, and in
connection with such a merger the name of the parent is permitted to be
changed.  As a result of the merger, the assets and liabilities of the
surviving corporation were unchanged. The subsidiary Superlattice Power, Inc.
had no assets or liabilities prior to the merger.





On June
4, 2008, Holly Roseberry resigned as President of Superlattice Power, Inc.,
where she remains as a director. Ayaz Kassam is the new President and Chief
Executive Officer, and has been appointed as a director to fill a vacancy on the
Board.





Basis
of presentation


The
Company’s financial statements for the year ended July 31, 2009 have been
prepared on a going concern basis which contemplates the realization of assets
and settlement of liabilities and commitments in the normal course of business.
The Company had $0 revenue in 2009 and as of July 31, 2009, there was a working
capital deficit of approximately $5.5 million. Management recognized that the
Company’s continued existence is dependent upon its ability to obtain needed
working capital through additional equity and/or debt financing and revenue to
cover expenses as the Company continues to incur losses.





The
Company’s business is subject to most of the risks inherent in the establishment
of a new business enterprise. The likelihood of success of the Company must be
considered in light of the expenses, difficulties, delays and unanticipated
challenges encountered in connection with the formation of a new business,
raising operating and development capital, and the marketing of a new
product.  There is no assurance the Company will ultimately achieve a
profitable level of operations.





The
Company presently does not have sufficient liquid assets to finance its
anticipated funding needs and obligations.  The Company’s continued
existence is dependent upon its ability to obtain needed working capital through
additional equity and/or debt financing and achieve a level of sales adequate to
support its cost structure. Management is actively seeking additional capital to
ensure the continuation of its current activities and complete its proposed
activities. However, there is no assurance that additional capital will be
obtained. These uncertainties raise substantial doubt about the ability of the
Company to continue as a going concern. The accompanying financial statements do
not include any adjustments that might result from the outcome of these
uncertainties should the Company be unable to continue as a going
concern.


22


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





On
September 17, 2009 the Company’s Board of Directors declared a three-for-one
forward stock split that was effected in the form of a stock dividend. All share
and per share amounts have been restated to reflect the three-for-one forward
stock split except for stockholders’ deficiency. See Note 4, “Common stock,” for
further discussion.





Net loss
per common share for the year ended July 31, 2008 has been revised. See Note 5,
“Net loss per common share,” for further discussion.





SIGNIFICANT
ACCOUNTING POLICIES





Basis
of consolidation


The
financial statements include the accounts of the Company and its wholly owned
subsidiary, Zingo Telecom, Inc. and Zingo Telecom Canada, Inc. for the year
ended July 31, 2008. All intercompany accounts and transactions have been
eliminated in consolidation. The subsidiaries were sold in May 2008 and
therefore there is no consolidation of these subsidiaries for the year ended
July 31, 2009.





Estimates


The
preparation of financial statements prepared in accordance with the accounting
standards generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements.  Actual
results could differ from those estimates.





Cash
and cash equivalents


Cash and
cash equivalents consist of highly liquid investments, which are readily
convertible into cash with original maturities of three months or
less.





Fair
value of financial instruments


The fair
value of accounts receivables, accounts payable and accrued expenses and
advances from related parties approximates fair value based on their
short maturities.





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
No. 157"), which defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements.  SFAS No.
157 is effective as of the beginning of the Company's 2009 fiscal
year.  In February 2008, the FASB deferred the effective date of SFAS
No. 157 for non-financial assets and liabilities that are recognized or
disclosed at fair value on a nonrecurring basis until the beginning of fiscal
year 2010.  The Company adopted SFAS No. 157 with respect to financial
assets and liabilities on August 1, 2008.  There was no material
effect on the financial statements upon adoption of this new accounting
pronouncement.  The impact on the financial statements from adoption
of SFAS No. 157 as it pertains to non-financial assets and liabilities has not
yet been determined.





SFAS No.
157 discusses valuation techniques, such as the market approach (comparable
market prices), the income approach (present value of future income or cash
flow), and the cost approach (cost to replace the service capacity of an asset
or replacement cost).  The statement utilizes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value
into three broad levels:





Level 1:
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or
liabilities.


23


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Level 2:
Inputs, other than quoted prices that are observable for the asset or liability,
either directly or indirectly.  These include quoted prices for
similar assets or liabilities in active markets and quoted prices for identical
or similar assets or liabilities in markets that are not active.





Level 3:
Unobservable inputs that reflect the reporting entity's own
assumptions.





The
assets measured at fair value on a recurring basis as of July 31, 2009 are as
follows:





Assets:
                        
                        Level 1
                        
                        
                        Level 2
                        
                        
                        Level 3
                        
                        
                        July 31, 2009Cash
      and cash equivalents
                        
                        $
                        191
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        191




Property
and equipment


Property
and equipment are recorded at cost.  Depreciation of property and
equipment are accounted for by accelerated methods over the following estimated
useful lives





LivesEquipment
      and fixtures
              3-7 yearsSoftware
              3-5 yearsComputers
              5
      years





Long-lived
assets


The
Company  accounts for  long-lived  assets
in  accordance  with  Statement of
Financial  Accounting  Standard No. 144 (SFAS
144)  "Accounting  for  Long-Lived Assets". The
carrying value of long-lived assets is reviewed on a regular basis for the
existence of facts and circumstances that may suggest impairment.  The
Company recognizes impairment when the sum of undiscounted future cash flows is
less than the carrying amount of the asset.  The write down of the
asset is charged to the period in which the impairment occurs.





Income
taxes


Income
taxes are accounted for under the asset and liability
method.  Deferred tax assets and liabilities are recognized for
amounts of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry forwards.  Deferred tax assets and
credits are measured using enacted tax rates expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the consolidated financial statements in the period that
includes the enactment date.





Net
loss per common share


Basic
loss per common share is computed based on the weighted average number of shares
outstanding during the year. Diluted earnings per common share is computed by
dividing net earnings (loss) by the weighted average number of common shares and
potential common shares during the specified periods. The Company has no
outstanding options, warrants or other convertible instruments that could affect
the calculated number of shares.





Discontinued
operations


In May
2008, the Company completed the sale of its VoIP business. The results for the
business were accounted for as discontinued operations in the consolidated
financial statements for the years presented herein.  The divestiture
resulted in a loss of $0 and $356,843, respectively, for the years ended July
31, 2009 and 2008.


24





SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Summarized
combined statement of loss for discontinued operations is as
follows:




YEARS
      ENDEDJuly
      31,2009
                    
                    
                    2008Net
      sales
                    
                    $
                    -
                    
                    
                    $
                    645,632Loss
      before income tax
                    
                    
                    -
                    
                    
                    
                    (1,171,764
                    )Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -Loss
      from operations - net tax
                    
                    
                    -
                    
                    
                    
                    (526,132
                    )Gain
      on sale of discontinued operations
                    
                    
                    -
                    
                    
                    
                    169,289Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -Loss
      from discontinued operations - net of tax
                    
                    $
                    -
                    
                    
                    $
                    (356,843
                    )




Advertising


Advertising
costs are generally expensed and are included in selling, general and
administrative expenses.  Total advertising expenditures for the years
ended July 31, 2009 and 2008 were approximately $50,000 and $108,000,
respectively.





Research
and development


The
Company is currently a research and development (“R&D”) stage company and
therefore the Board of Directors has not set a budget for R&D. However, all
projects and purchases must be approved before being started or
purchased. As of July 31, 2009, there have been expenses allocated to
research and development. For the year ending July 31, 2009, salaries, payroll
taxes, and benefits amounted to approximately $230,000 in R&D, parts and
supplies were approximately $4,000, and other R&D expenses were
approximately $2,000.





Reclassification


Certain
reclassifications have been made to the prior year’s financial statements to
conform to the current year presentation. These reclassifications have had no
impact on the net equity or income (loss) from operations. The reclassification
consisted of other assets being reclassified as marketable securities. The
Company reclassified certain continuing operations to discontinued operations
for the year ended July 31, 2008 in the Company’s Consolidated Statements of
Operations.





Recently
issued pronouncements


In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including and Amendment of FASB
Statement No. 115."  SFAS No. 159 provides entities with an
irrevocable option to report selected financial assets and financial liabilities
at fair value.  It also establishes presentation and disclosure
requirements that are designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities.  The Company adopted SFAS No. 159 on August 1, 2008 and
chose not to elect the fair value option for its financial assets and
liabilities that had not been previously carried at fair
value.  Therefore, material financial assets and liabilities not
carried at fair value, such as other assets, accounts payable and other
liabilities are reported at their carrying values.





In
December 2007, the FASB issued SFAS No. 141(R), “Business
Combinations.” This standard establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non-controlling interest in the
acquired and the goodwill acquired. This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination.  SFAS No. 141(R) is
effective for which the acquisition date is or after an entities fiscal year end
that begins after December 15, 2008.  The provisions of SFAS 141(R)
are effective for the Company for the fiscal year ending July 31, 2010. We are
evaluating the impact of this standard and do not expect the adoption of
SFAS 141(R) to have a material impact on its financial
statements.


25


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





In
December 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements
– an amendment of ARB No. 51” (“SFAS No. 160”).  SFAS No. 160 amends
Accounting Research Bulletin (“ARB”) No. 51 to establish accounting and
reporting standards for the noncontrolling (minority) interest in a subsidiary
and for the deconsolidation of a subsidiary.  It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the Consolidated
Financial Statements.  SFAS No. 160 also requires consolidated net
income to be reported at amounts that include the amounts attributable to both
the parent and the noncontrolling interest on the face of the consolidated
statement of income.  Under SFAS No. 160, the accounting for changes
in a parent’s ownership interest in a subsidiary that do not result in
deconsolidation must be accounted for as equity transactions for the difference
between the parent’s carrying value and the cash exchanged in the
transaction.  In addition, SFAS No. 160 also requires that a parent
recognize a gain or loss in net income when a subsidiary is deconsolidated
(except in the case of a spin-off), and requires expanded disclosure in the
Consolidated Financial Statements that clearly identify and distinguish between
the interests of the parent’s ownership interest and the interests of the
noncontrolling owners of a subsidiary.  This Statement is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  The Company will adopt SFAS No. 160 on
August 1, 2009, as required, and does not believe they will have a significant
impact on its financial statements.




In
February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application
of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting
Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB
Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS
157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive
accounting pronouncements that address leasing transactions from the
requirements of SFAS No. 157, with the exception of fair value measurements of
assets and liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS
157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). FSP
SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of
SFAS No. 157 on August 1, 2008. The Company will provide the additional
disclosures required relating to the fair value measurement of nonfinancial
assets and nonfinancial liabilities. The Company completed its implementation of
SFAS No. 157 effective August 1, 2008 and it did not have a material impact on
its financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities,” an amendment of FASB Statement No. 133 (“SFAS No.
161”).  The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance and cash flows.  It
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008.  The Company does not
believe that SFAS No. 161 will have a material impact on its financial
statements.


26


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





In April
2009, the FASB issued FASB Staff Positions ("FSP") FAS 115-2 and FAS 124-2,
"Recognition and Presentation of Other-Than-Temporary
Impairments".  These FSPs amend rules for other-than-temporary
impairments, provide for guidance on calculating fair values in inactive and
distressed markets and require quarterly fair value
disclosures.  These FSPs are effective for interim and annual
reporting periods ending after June 15, 2009, with early adoptions permitted for
periods ending after March 15, 2009.  The adoption of these FSPs did
not have a material impact on the Company's financial statements.





In May
2009, the FASB issued SFAS No. 165, "Subsequent Events."  SFAS No. 165
defines subsequent events as events or transactions that occur after the balance
sheet date, but before the financial statements are issued.  It
defines two types of subsequent events: recognized subsequent events, which
provide additional evidence about conditions that existed at the balance sheet
date, and non-recognized subsequent events, which provide evidence about
conditions that did not exist at the balance sheet date, but arose before the
financial statements were issued.  Recognized subsequent events are
required to be recognized in the financial statements, and non-recognized
subsequent events are required to be disclosed.  SFAS No. 165 requires
entities to disclose the date through which subsequent events have been
evaluated, and the basis for that date.  SFAS 165 is consistent with
current practice and did not have any impact on the Company's consolidated
financial statements.  Subsequent events were evaluated through
October 13, 2009.





In June
2009, the FASB issued SFAS No. 168, the "FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles".  SFAS
No. 168 replaces SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles" (SFAS No. 168), and establishes the FASB Accounting Standards
Codification (Codification) as the source of authoritative GAAP in the U.S.
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements.  SFAS No. 168 is effective for
financial statements issued for interim periods and annual periods ending after
September 15, 2009.





Note
2. Business combination





As
discussed in Note 1, JavaKing Coffee, Inc. (JavaKing) entered into an Agreement
and Plan of Reorganization, pursuant to which the Company agreed to acquire all
of the outstanding shares of WhistlerTel, Inc., a Nevada corporation, and a
wholly owned subsidiary of EV Innovations, Inc. (EVI).  The
transaction was completed on August 19, 2005 by the issuance of 240,000,000
shares (69.56%) of the Company's stock in exchange for all of the outstanding
shares of WhislerTel's common stock. The transaction has been accounted for as
reverse acquisition, because EVI has replaced the JavaKing shareholders as the
party in control.  In a reverse acquisition the capital structure
remains that of the legally surviving entity (JavaKing) but the historical
operations is that of the surviving control group (WhistlerTel).  On
April 28, 2008, the Company merged with Superlattice Power, Inc., a wholly-owned
subsidiary, the sole purpose of the merger being to change the name of the
Company to Superlattice Power, Inc. These financials reflect the business of
Zingo Telecom up to the date it was sold, May 15, 2008, and the financials of
Zingo, Inc. and Superlattice Power, Inc.


27


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Note
3. Property and equipment





Property
and equipment at consists of:




July
      31,2009
                    
                    
                    2008Equipment
                    
                    $
                    44,255
                    
                    
                    $
                    28,430Idle
      equipment
                    
                    
                    87,200
                    
                    
                    
                    -Leasehold
      improvements
                    
                    
                    26,360
                    
                    
                    
                    9,345157,815
                    
                    
                    
                    37,775Less
      accumulated depreciation
                    
                    
                    (16,554
                    )
                    
                    
                    (4,172
                    )$
                    141,261
                    
                    
                    $
                    33,603




Depreciation
expense for the years ended July 31, 2009 and 2008 was $12,382 and $34,363,
respectively.





Idle
equipment is equipment that can only be used in a Dry Room due to the moisture
sensitive materials being used to produce batteries. The Dry Room, 2% to 3%
relative humidity, is still in the process of being built and until it is done
the idle equipment will not be used.





In
January 2009, a private company provided the Company with equipment in exchange
for Superlattice’s battery prototypes for testing and possibly for purchase of
batteries from the Company. The equipment was received in the manufacturing
facility, and was recorded at appraised value of $103,025.





Note
4.  Capital stock





As
discussed in Note 1 and Note 3, the Company entered into an agreement on August
19, 2005, whereby the Company issued 240,000,000 shares of its common stock to
the shareholder of Whistler Tel, Inc. in exchange for all of the shares of
WhistlerTel. On April 15, 2008 the 240,000,000 shares were sold to Blue Diamond
Investments. On May 15, 2008, the subsidiary, Zingo Telecom, was sold to a
private investor.




On
September 17, 2009, the Company’s Board of Directors declared a three-for-one
forward stock split of the Company’s common stock that was effected in the form
of a stock dividend. A three-for-one forward split in our common stock was
effective October 19, 2009. The Certificate of Change filed with the Nevada
Secretary of State on September 18, 2009, providing for the forward split
changed the number of shares of our outstanding common stock from 115,000,000 to
345,000,000, and the number of shares of our authorized common stock in the same
ratio, from 250,000,000 to 750,000,000. All share and per share amounts have
been restated to reflect the three-for-one forward stock split except for
stockholders’ deficiency.




See Note
5 “Net loss per common share,” for the impact on the Company’s earnings per
share amounts as a result of the stock split. This stock split resulted in the
issuance of 230 million additional shares of common stock and was accounted for
by the transfer of $230,000 from additional paid-in capital to common stock,
which is the amount equal to the par value of the additional shares issued to
affect the stock split.


28


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Note
5. Net loss per common share





The
following table sets forth the reconciliation of the basic and diluted net loss
per common share computations for the years ended July 31, 2009 and
2008.




YEARS
      ENDEDJuly
      31,2009
                  
                  
                  2008Continuing
      operations:Basic
      and diluted EPS:Net
      loss ascribed to common shareholders - basic and diluted
                  
                  $
                  (898,447
                  )
                  
                  $
                  (865,290
                  )Weighted
      shares outstanding - basic and diluted
                  
                  
                  345,000,000
                  
                  
                  
                  345,000,000Basic
      and diluted net loss per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Discontinued
      operations:Basic
      and diluted EPS - discontinued operations:Net
      loss ascribed to common shareholders - basic and diluted
                  
                  $
                  -
                  
                  
                  $
                  (356,843
                  )Weighted
      shares outstanding - basic and diluted
                  
                  
                  345,000,000
                  
                  
                  
                  345,000,000Basic
      and diluted net loss per common share
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )




Net loss
per common share for the year ended July 31, 2008 has been
revised.  This revision was immaterial to the Company’s consolidated
results of operations and financial position. See below for further discussion.
All share and per share amounts have been restated to reflect the three-for-one
forward stock split as discussed in Note 4.





The
amounts previously reported, as revised to reflect the three-for-one forward
stock split in 2008, were as follows:




YEAR ENDEDJuly
      31,2008Continuing
      operations:Basic
      and diluted loss per common share
                  
                  $
                  (0.01
                  )Discontinued
      operations:Basic
      and diluted loss per common share
                  
                  $
                  (0.00
                  )





Note
6.  Related party transactions





The
Company's principal financing source has been from its former parent, EV
Innovations, Inc. The Company has also received advances during 2008 from its
chief executive and principal financial officer Ayaz Kassam (“Kassam”). On April
15, 2008, Blue Diamond assumed EV Innovations debt due from
Superlattice.  At July 31, 2009 and 2008 the Company owed Blue Diamond
$4,321,358, and $4,321,358, and Kassam $537,750 and $137,410, respectfully.
During the year ended July 31, 2009 and 2008 the Company had advances
totaling $443,740 and $1,402,038, respectively; and payments amounted to
approximately $43,400 and $637,673, respectively. Without such funding, the
Company could not continue in business because it does not have any
revenue.  Subsequent to the balance sheet date, the Company had
received advances from related parties in the amount of $155,578. In addition,
the Company repaid $60,000 to Kassam.


29


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





The
advances from the parent company accrue interest at a rate of 10% annually until
the obligation has been paid in full. No term has been set for repayment and no
payment is expected until the Company has begun to produce battery cells and has
become a profitable venture. The balance of the related party transactions is
due within two weeks of the parties request but does not bear interest. Interest
for the years ended July 31, 2009 and 2008 is $453,500 and $127,077,
respectively. The related party transaction amounts are reported as a current
liability in the consolidated balance sheet based on the terms of the
agreement.





Note
7.  Income taxes





At July
31, 2009 and July 31, 2008, the Company has deferred tax assets as a result of
the net operating losses incurred from inception.  The resulting
deferred tax assets are reduced by a valuation allowance, as discussed in Note
1, in an amount equal to the deferred tax asset as it is unlikely, based on
current circumstances, that the Company will ever realize a tax benefit.
Deferred tax assets and the corresponding valuation allowances amounted to
approximately $1,926,000 and $1,612,000 at July 31, 2009 and July 31, 2008
respectively. The statutory tax rate is 35% and the effective tax rate is
zero.





Under
current tax laws, the cumulative operating losses incurred amounting to
approximately $5,503,000 and $4,605,000 at July 31, 2009 and July 31, 2008
respectively, will begin to expire in 2028.





Note
8. Sale of subsidiaries





At a
closing held on May 15, 2008, the Company sold for $215,000 the 75,000
outstanding shares of common stock, constituting 100% of the outstanding stock,
of the Company’s subsidiary Zingo Telecom, Inc. and M/S Zingo Bpo Services Pvt.
Ltd., the Company’s subsidiary incorporated in India.




The sale
of subsidiaries was accounted for by recording the deposit for the sale and
writing off the following for the subsidiaries sold: assets and liabilities,
intercompany accounts, the loss in investment of the subsidiaries sold. The gain
of $169,289 is shown on the Consolidated Statements of Operations.




Note
9.  Commitments and contingencies





Superlattice
Power, Inc. entered into a month to month lease agreement with EV Innovations,
Inc. for 5,000 square feet within EVI’s Mooresville facility on April
16, 2008 at the rate of $2,625. Approximately 80% of this space has been
converted into offices, and battery development workshop, including a dry room.
They also entered into a month to month lease agreement for $750 with EVI for
renting offices in EVI’s Las Vegas corporate office.





Total
rent expense for the years ended July 31, 2009 and 2008 amounted to
approximately $39,000 and $6,500, respectively.




Under
certain circumstances, the Company could possibly be exposed to potential
liability for fines and penalties under the rules and regulations of the Federal
Communications Commission for regulatory compliance issues involving the
Company's former subsidiary Zingo Telecom, Inc., which was sold on May 15, 2008.
The Company would vigorously contest any assertion against it of liabilities
deriving from regulatory compliance issues involving this former
subsidiary.


30


SUPERLATTICE
POWER, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Note
10. Going concern





The
Company's financial statements are prepared based on the going concern
principle.  That principle anticipates the realization of assets and
payments of liabilities through the ordinary course of business.  No
adjustments have been made to reduce the value of any assets or record
additional liabilities, if any, if the Company were to cease to
exist.  The Company has incurred significant operating losses since
inception.  These operating losses have been funded by the issuance of
capital and advances from related parties (the Company's former parent, EV
Innovations, Inc.).  There are no guarantees that the Company will
continue to be able to raise the funds necessary.  Additionally, the
lack of capital may limit the Company's ability to establish and maintain
existing business and establish future viable business.


31


Item
9. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.




None.




Item
9A (T). Controls and Procedures.





As
supervised by our board of directors and our principal executive and As
supervised by our board of directors and our principal executive and principal
financial officer, management has established a system of disclosure
controls


and
procedures and has evaluated the effectiveness of that system. The system and
its evaluation are reported on in the below Management's Annual Report on Internal
Control over Financial Reporting.





Our
principal executive and financial officer has concluded that our disclosure
controls and procedures (as defined in Securities Exchange Act of 1934
(“Exchange Act”) Rule 13a-15(e)) as of July 31, 2009, were effective, based on
the evaluation of these controls and procedures required by paragraph (b) of
Rule 13a-15.




However,
as of July 31, 2008, our principal executive and financial officer had concluded
that our disclosure controls and procedures (as so defined) were not effective,
based on the evaluation of these controls and procedures required by paragraph
(b) of Rule 13a-15, due to material errors relating to financial statement
presentation issues for prior periods. Due to these material weaknesses,
management devoted additional resources to resolving questions that arose in
connection with the preparation of this report and, as a result, is confident
that the financial statements presented in this report fairly present in all
material respects our financial condition and results of operation.





Management's
Annual Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange
Act. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.





Management
assessed the effectiveness of internal control over financial reporting as of
July 31, 2009. We carried out this assessment using the criteria of the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control—Integrated Framework.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm,
pursuant to temporary rules of the Securities and Exchange Commission
that permit us to provide only management's report in this annual report.
Management concluded in this assessment that as of July 31, 2009, our internal
control over financial reporting is effective.





There
have been no significant changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fourth quarter of our 2009 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





32




Item
9B. Other Information.




A 3-for-1
forward split in our common stock was effective October 19, 2009. We filed a
Certificate of Change with the Nevada Secretary of State on September 18, 2009,
providing for the forward split, which changed the number of shares of our
outstanding common stock from 115,000,000 to 345,000,000, and the number of
shares of our authorized common stock in the same ratio, from 250,000,000 to
750,000,000.





PART
III




Item
10. Directors, Executive Officers, and Corporate Governance.





Our
executive officers and directors and their respective ages as of October 1, 2009
are as follows:





Name
            
            Age
            
            OfficeAyaz
      Kassam
            
            43
            
            President,
      Chief ExecutiveOfficer,
      Treasurer, Secretary and DirectorStacey
      Fling
            
            50
            
            Director





The
following describes the business experience of our directors and executive
officers, including other directorships held in reporting
companies:





Ayaz
Kassam was appointed our President and Chief Executive Officer, on June 4, 2008,
and as Secretary, Treasurer and as a Director on November 28, 2008. He graduated
and received a degree as an industrial designer product specialist from The
Ontario College of the Arts, in Toronto, Canada, in 1990-1991. Mr. Kassam
commenced his professional career at Pigeon Branding and Design,
Toronto/Oakville, Canada, in 1992, and from 1996 to 2003 he managed the
technology and design needs of the creative services group at Loblaws Brand
Limited. In 2005, he founded and continues to operate a web hosting company,
Favorhosting Corp. From 2004 to the present, Mr. Kassam has been an independent
technical and industrial design consultant.





Stacey
Fling graduated from South San Francisco High School in South San Francisco,
California, in 1977. Since June 2003, Ms. Fling has been the President of A
& S Holdings, Inc., a real estate investment and development company located
in Las Vegas, NV. Prior to 2003, Ms. Fling managed the administrative offices of
an environmental remediation and monitoring company with offices in San Diego,
California, as well as in Las Vegas, Nevada. From May, 2009 to the present, Ms.
Fling has been the President and a Director of EV Innovations.





Term of
Office





Our
directors are appointed for a one-year term to hold office until the next annual
meeting of our shareholders or until removed from office in accordance with our
bylaws. Our officers are appointed by our board of directors and hold office
until removed by the board.





33




Section
16(A) Beneficial Ownership Reporting Compliance


Section
16(a) of the Exchange Act requires the Company's executive officers and
directors, and persons who beneficially own more than ten percent of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based on its
review of the copies of such forms received by it, the Company believes that
during the fiscal year ended July 31, 2008 all such filing requirements
applicable to its officers and directors were complied with.




Item
11. Executive Compensation.




The
following table sets forth information for the periods indicated concerning the
aggregate compensation paid by the Company and its subsidiaries to certain of
the Company’s executive officers (the “Named Executives”).





Name and
                                                            Principal
                                                            Position
                                                            (a)
                                                          
                                                          Year
                                                            (b)
                                                          
                                                          Salary
                                                            ($)
                                                            (c)
                                                          
                                                          Bonus
                                                            ($)
                                                            (d)
                                                          
                                                          Stock
                                                            Awards
                                                            ($)
                                                            (e)
                                                          
                                                          Option
                                                            Awards
                                                            ($)
                                                            (f)
                                                          
                                                          Non-Equity
                                                            Incentive
                                                            Plan
                                                            Compensation
                                                            ($)
                                                            (g)
                                                          
                                                          Change in
                                                            Pension
                                                            Value and
                                                            Nonquali-
                                                            fied Deferred
                                                            Compensation
                                                            Earnings
                                                            ($)
                                                            (h)
                                                          
                                                          All
                                                            Other
                                                            Compen-
                                                            Sation
                                                            (i)
                                                          
                                                          
                                                          Total
                                                            ($)
                                                            (j)Ayaz
      Kassam, President and Chief Executive Officer from June 4,
      2008
                                                          
                                                          2008
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -0-2009
                                                          
                                                          
                                                          -0-
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -0-Holly
      Roseberry, President and Chief Executive Officer from August 30, 2005 to
      June 4, 2008
                                                          
                                                          2007
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          $
                                                          12,000
                                                          *
                                                          
                                                          $
                                                          12,0002008
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          $
                                                          11,000
                                                          *
                                                          
                                                          $
                                                          11,000




*   
Ms. Roseberry received $11,000 of compensation in 2008 for directors and
consulting fees relating to the change in the Company’s business with the sale
of Zingo Telecom, Inc. and director’s fees of $12,000 in the twelve month period
ended July 31, 2007.




34




We have
not entered into any employment agreement or consulting agreement with our
directors and executive officers.




There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. Our directors and executive
officers may receive stock options at the discretion of our board of directors
in the future. We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.





DIRECTOR
COMPENSATION




We
reimburse our directors for expenses incurred in connection with attending board
meetings. We paid Holly Roseberry $11,000 of compensation in 2008 for directors
and consulting fees relating to the change in the Company’s business with the
sale of Zingo Telecom, Inc. and director's fees of $12,000 for services rendered
as a director in the twelve month period ended July 31, 2007.




We did
not pay our directors any fees or other compensation in the year ended July 31,
2009.




We have
no formal plan for compensating our directors for their service in their
capacity as directors. We may grant to our directors in the future options to
purchase shares of common stock as determined by our board of directors or a
compensation committee which may be established in the future. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
Other than indicated in this report, no director received and/or accrued any
compensation for his or her services as a director, including committee
participation and/or special assignments.





35




Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.




The
following table sets forth, as of October 19, 2009, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.




Name and Address of Beneficial Owner
                      
                      Amount and Nature of
                        Beneficial Ownership
                      
                      
                      Percentage
                        of Class(1)Chen
      Wu
                        187
      Edward Crescent
                        Fort
      Coquitlam, B.C. V7A 2E4
                        Canada
                      
                      30,000,000
      common
                        shares
                      
                      
                      
                      8.69
                      %Udaya
      Madanayake
                        1532
      Manning Avenue
                        Port
      Coquitlam, B.C. V5Y 3JB
                        Canada
                      
                      30,000,000
      common
                        shares
                      
                      
                      
                      8.69
                      %Directors
      and Executive Officers as a Group
                      
                      -0-
                      
                      
                      
                      -0-
                      %Blue
      Diamond Investments Inc.
                        51A
      Dean Street
                        Belize
      City, Belize
                      
                      240,000,000
      common
                        shares
                      
                      
                      
                      69.56
                      %




(1) Based
on 345,000,000 shares of common stock issued and outstanding as of October 19,
2009, following the 3-for-1 stock split effective October 19, 2009.




CHANGE IN
CONTROL




Pursuant
to a Stock Purchase Agreement dated April 15, 2008 (the “Stock Purchase
Agreement”), with Blue Diamond Investments Inc., at a closing held on April 18,
2008, EV Innovations, our former principal stockholder, sold the 80,000,000
shares (split-adjusted) of common stock of the Company held by EV Innovations to
Blue Diamond Investments, Inc. for $215,000. Pursuant to the Stock Purchase
Agreement, EV Innovations also assigned to Blue Diamond Investments, Inc. all
receivables or debt obligations of the Company owing to or held by EV
Innovations at March 31, 2008.




Item
13. Certain Relationships and Related Transactions, and Director
Independence.





The
Company has received advances of $137,410 during 2008 from its chief executive
and principal financial officer Ayaz Kassam. On April 15, 2008, in connection
with the change in control of our company, Blue Diamond Investments, Inc. was
assigned our debt in the amount of $4,321,358 due EV Innovations. Blue Diamond
Investments, Inc. made no advances to the Company in our fiscal year ended July
31, 2008. At July 31, 2008, the Company owed Blue Diamond Investments, Inc.
$4,321,358 (the amount assigned by EV Innovations) and Ayaz Kassam $137,410,
which Mr. Kassam had advanced during 2008. At July 31, 2009, the Company owed
Mr. Kassam 537,750. Subsequent to July 31, 2009, the Company paid $60,000 to Mr.
Kassam and $-0- to Blue Diamond. During 2008, the Company received $402,277 in
advances from EV Innovations and made repayments of $391,831 to EV Innovations.
During the year ended July 31, 2007, the Company received advances from EV
Innovations of $1,330,844, and made repayments of $561,923 to EV Innovations.
The advances from the parent company will accrue interest at a rate of 10%
annually until the obligation has been paid in full. No term has been set for
repayment and no payment is expected until the Company has begun to produce
battery cells and has become a profitable venture. The advances to Mr. Kassam
are due within two weeks of demand and do not bear interest.





36




License
Agreement for Lithium Ion Battery Technology





Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with EV Innovations, Inc., (“EV Innovations”), our controlling stockholder
providing for the license to us of EV Innovations’ patent applications and
technologies for rechargeable lithium-ion batteries for hybrid vehicles and
other applications (“Licensed Products”). Under the License Agreement, EV
Innovations has the right to purchase its requirements of lithium ion batteries
from us, and its requirements of lithium ion batteries shall be supplied in
preference to, and on a priority basis as compared with, supply and delivery
arrangements in effect for our other customers. EV Innovations’ cost for lithium
ion batteries purchased from us will be our actual manufacturing costs for such
batteries for our fiscal quarter in which EV Innovations purchase takes
place.





Under
Section 2.2 of the License Agreement, we have agreed to invest a minimum of
$1,500,000 in each of the first two years of the term of the License Agreement
in development of the technology for the Licensed Products. In the initial year
under the License Agreement, we invested approximately $264,043 in the
development of our technology, and therefore are not in compliance with our
obligations under this covenant of the License Agreement. EV Innovations has
advised us in a letter dated October 1, 2009, that it will not give notice of
default against us for our failure to comply with this covenant in the first
year of the term of the License Agreement.





Effective
April 16, 2008, we leased approximately 5,000 square feet of space (“Leased
Space”) in EV Innovations’ North Carolina facility, such Leased Space to be
suitable for, and utilized by us for, our developmental and manufacturing
operations for Licensed Products pursuant to the License Agreement. The Leased
Space is leased by EV Innovations to us on a month-to-month basis at a monthly
rental of $2,500, the monthly rental to be escalated five (5%) percent annually.
Effective April 16, 2008, EV Innovations also sold us for the purchase price of
$29,005, specified equipment and supplies related to the Licensed Field. Total
rent expense for the years ended July 31, 2009 and 2008 amounted to
approximately $39,000 and $6,500, respectively.





On April
18, 2008 Blue Diamond Investments Inc., 51A Dean Street, Belize City, Belize,
purchased of 80,000,000 shares (split-adjusted) of our common stock from EV
Innovations; following such purchase, Blue Diamond Investments, Inc. owned
approximately 69% of our outstanding common stock and a majority of the voting
power of our outstanding stock. The President and sole stockholder of Blue
Diamond Investments, Inc. is Andrew Godfrey, whose address is 51A Dean Street,
Belize City, Belize. The consideration furnished by Blue Diamond Investments,
Inc. was $215,000.The source of funds used to acquire control of the Company was
from the corporate funds of Blue Diamond Investments, Inc.




37




Item
14. Principal Accountant Fees and Services.




(1) Audit
Fees.




The
aggregate fees billed by Wiener, Goodman & Company, P.C. for professional
services rendered for the audit of our financial statement filed as part of our
2008 Form 10-K filing and for review of our interim financial statements filed
as part of our quarterly Form 10-Q filings for the fiscal year ended July 31,
2008 are $29,000.




The
aggregate fees billed by Wiener, Goodman & Company, P.C. for professional
services rendered for the audit of our financial statement filed as part of our
2009 Form 10-K filing and for review of our interim financial statements filed
as part of our quarterly Form 10-Q filings for the fiscal year ended July 31,
2009 are $29,000.




(2)
Audit-Related Fees.




There
have been no audit-related fees billed by our accountants in each of the last
two fiscal years of our Company.




(3) Tax
Fees.




There
have been no tax fees billed by our accountants in each of the last two fiscal
years of our Company.




(4) All
Other Fees.




There
have been no other fees billed by our accountants in each of the last two fiscal
years of our Company.




(5)
            It
      is the policy of our board of directors that before the accountant is
      engaged to render audit or non-audit services, the engagement is approved
      by the Board of Directors that is at present acting as the Audit
      Committee.




(6)
Not applicable.




38




Item
15. Exhibits and Financial Statement Schedules.





Exhibit No.
                
                Description3.1
                
                Articles
      of Incorporation of the Company. (Incorporated herein by reference to
      Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed
      with the Commission on May 7, 2003.)3.1a
                
                Articles
      of Merger, effective May 12, 2008, providing for the merger of
      Superlattice Power, Inc., a wholly-owned subsidiary of the Company into
      the Company. (Incorporated herein by reference to Exhibit 3.1a to the
      Company’s Annual Report on Form 10-K, filed October 29,
    2008.)3.1b
                
                Certificate
      of Change, effective October 19, 2009, providing for a 3-for-1 stock split
      and increase in authorized common stock, filed
herewith.3.2
                
                By-Laws
      of the Company. (Incorporated herein by reference to Exhibit 3.2 to the
      Company's Registration Statement on Form SB-2 filed with the Commission on
      May 7, 2003.)10.4
                
                Agreement
      and Plan of Reorganization, dated as of August 18, 2005, among the
      Company, Whistlertel, Inc. and Hybrid Technologies, Inc. (Incorporated by
      reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K,
      filed with the Commission on August 24, 2005.)10.5
                
                License
      Agreement, dated April 14, 2008, between the Company and Hybrid
      Technologies, Inc. (Incorporated by reference to Exhibit 10.5 to the
      Company’s Current Report on Form 8-K, filed with the Commission on April
      21, 2008.10.6
                
                Stock
      Purchase Agreement, dated May 15, 2008, between the Company and Heritage
      Asset Management Inc.(Incorporated by reference to Exhibit 10.6 to the
      Company’s Current Report on Form 8-K, filed with the Commission on May 21,
      2008.)10.7
                
                EV
      Innovations, Inc. letter to the Company, dated October 1, 2009, waiving
      default under April 14, 2008 License Agreement, filed
      herewith.31
                
                Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
                
                Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, filed
herewith.


39





SIGNATURES





In
accordance with  Section 13 or 15(d) of the
Exchange  Act,  the  registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.





SUPERLATTICE
      POWER, INC.By:
                    
                    /s/
      Ayaz KassamChief
      Executive Officer and Principal Financial OfficerDate:
      October 21,
2009





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








By:
                  
                  /s/
      Ayaz KassamAyaz
      Kassam(President,
      Chief Executive Officer and Director)Date:
      October 21, 2009





By:
                
                /s/
      Stacey FlingStacey
      FlingDirectorDate:
      October 21, 2009





EXHIBIT
INDEX





3.1b
                
                Certificate
      of Change, effective October 19, 2009, providing for a 3-for-1 stock split
      and increase in authorized common stock.10.7
                
                EV
      Innovations, Inc. letter to the Company, dated October 1, 2009, waiving
      default under April 14, 2008 License Agreement.31
                
                Certification  of  Chief
      Executive Officer and Principal  Financial Officer Pursuant to
      Section 302 of the Sarbanes- Oxley Act of 2002.32
                
                Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to 18
      U.S.C. Section  1350,  as
      Adopted  Pursuant  to  Section  906
      of the Sarbanes-Oxley Act of
2002.


40