U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Amendment
No. 1
 to
 FORM
10-K
 
 xAnnual Report Pursuant
To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
 
 For the fiscal year ended July 31,
2008
 
  ̈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 underSection 12(b) of the Exchange Act:
                  NONESecurities registered underSection 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 o  No o
 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). oYes   xNo
 
 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 $14,350,000.
  Number of
shares of Common Stock outstanding as of October 15, 2008:
115,000,000.
  Documents
incorporated by reference: None
 AS
A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION OF THE COMPANY’S
PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS
AMENDMENT NO. 1 TO OUR FORM 10-K FOR THE YEAR ENDED JULY 31, 2008 (THE “2008
FORM 10-K”). THIS AMENDMENT NO. 1 AMENDS THE REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM THAT AUDITED THE FINANCIAL STATEMENTS OF THE
COMPANY AS OF JULY 31, 2008, THE CONSOLIDATED FINANCIAL STATEMENTS, 
ITEM 9A(T) - CONTROL AND PROCEDURES,  AND ITEM 13 - CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.  IN ORDER TO
PRESERVE THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE 2008 FORM
10-K AS OF OCTOBER 29, 2008, THE DATE ON WHICH THE 2008 10-K WAS FILED, NO
ATTEMPT EXCEPT AS DESCRIBED ABOVE HAS BEEN MADE IN THIS AMENDMENT NO. 1 TO
MODIFY OR UPDATE DISCLOSURES, EXCEPT THAT THE OFFICERS AND DIRECTORS OF THE
COMPANY AT THIS TIME ARE SIGNING THIS AMENDMENT NO. 1.


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-KSB, 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 2006, 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 on July 15, 2005 changed our name to Zingo, Inc. We
had been 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 August
18, 2005, we entered into an Agreement and Plan of Reorganization, pursuant to
which we agreed to acquire all of the outstanding shares of Whistlertel, Inc.
(“Whistlertel”), a Nevada corporation, which was formerly a wholly-owned
subsidiary of 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 of our common stock, or
69.56% of our outstanding common stock following such issuance. We entered into
a license agreement with Hybrid Technologies, Inc. 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.




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.





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





Recent
Developments





License Agreement With Hybrid
Technologies





Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with Hybrid providing for Hybrid’s license to us of Hybrid’s patent applications
and technologies for rechargeable lithium-ion batteries for hybrid vehicles and
other applications, with priority purchase rights and pricing for Hybrid. We
have agreed to invest a minimum of $1,500,000 in each of the next two years in
development of this technology. We also leased space in Hybrid’s North Carolina
facility where we will conduct our developmental and manufacturing operations
for lithium ion batteries.





Sale of Zingo
Telecom





On May
15, 2008, we sold to Heritage Asset Management Inc. 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 to Heritage all receivables or debt obligations of Zingo Telecom
owing to or held by us at the closing date, and we assigned and transferred to
Heritage all outstanding shares of M/S Zingo Bpo Services Pvt. Ltd. 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.




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 on July 15, 2005 changed our name to Zingo, Inc. We
had been 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 August
18, 2005, we entered into an Agreement and Plan of Reorganization, pursuant to
which we agreed to acquire all of the outstanding shares of Whistlertel, Inc.
(“Whistlertel”), a Nevada corporation, which was formerly a wholly-owned
subsidiary of 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 of our common stock, or
69.56% of our outstanding common stock following such
issuance.   We entered into a license agreement with Hybrid
Technologies, Inc. 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.
  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.
  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.
  Recent
Developments
  License
Agreement With Hybrid Technologies
  Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with Hybrid providing for Hybrid’s license to us of Hybrid’s patent applications
and technologies for rechargeable lithium-ion batteries for hybrid vehicles and
other applications, with priority purchase rights and pricing
for  Hybrid.  We have agreed to invest a minimum of
$1,500,000 in each of the next two years in development of this technology. We
also leased space in Hybrid’s North Carolina facility where we will conduct our
developmental and manufacturing operations for lithium ion
batteries.
 3
 Sale
of Zingo Telecom
  On May
15, 2008, we sold to Heritage Asset Management Inc. 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 to Heritage all receivables or debt obligations of
Zingo Telecom owing to or held by us at the closing date, and we assigned and
transferred to Heritage all outstanding shares of M/S Zingo Bpo Services Pvt.
Ltd. 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.
  Liquidity
and Capital Resources
  As of
July 31, 2008, we had cash on hand of $15,695. During the year ended July 31,
2008, we  incurred operating a net comprehensive loss of $865,290. On
July 31, 2008, we had a working  capital  deficiency
of  $4,607,333 and a stockholders' deficit of $4,573,730.
  We had
115,000,000 shares of common stock issued and outstanding as
of  October 15, 2008.  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
 SLAT uses
raw materials from several manufacturers in the USA such as Alfa Aesar, Pred
Chemicals, TIMCAL and Ferro Corporation. SLAT uses different types of lithium,
manganese, cobalt, nickel and titanium salts, electrolytes, copper and aluminum
foil which are available in large scale.
  License
Agreement with Hybrid Technologies
  Effective
April 15, 2008, we entered into the License Agreement  with Hybrid,
providing for Hybrid’s license to us of Hybrid’s patent applications and
technologies for rechargeable lithium-ion batteries for hybrid vehicles and
other applications (“Licensed Products”).
  Under the
License Agreement, Hybrid 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. Hybrid’s cost for
lithium ion batteries purchased from us is our actual manufacturing costs for
such batteries for our fiscal quarter in which Hybrid’s purchase takes
place.
  We have
agreed to invest a minimum of $1,500,000 in each of the next two years in
development of the technology for the Licensed Products.
  Effective
April 16, 2008, Hybrid also sold us for the purchase price of $29,005, specified
equipment and supplies related to the Licensed Products.
  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.
 4
  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  no research
and  development  expenditures  in our fiscal
years ended July 31, 2007 and $19,413 of research and development expenditures
in the year ended July 31, 2008.
  Patents
and Trademarks
  We have
licensed provisional patent applications involving rechargeable battery cathode
material and battery management systems from Hybrid Technologies 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 2009 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 telecommunication operations to
operate without substantial loans from our former major stockholder, Hybrid
Technologies, Inc. As of July 31, 2008, we had cash on hand of
$15,695.  During our fiscal year ended July 31,  2008, we
incurred a net comprehensive loss of $865,290. On July 31, 2008, we had a
working  capital  deficiency  of  $4,607,333
and a  stockholders' deficit of $4,573,730. 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 occur in the use of products that
we 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.
  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 Hybrid’s 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 Hybrid 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.


6




Item 3. Legal
Proceedings.





On June
3, 2008, we were notified of a case filed on June 2, 2008, by Peter Strojnik,
Attorney at Law, in the Federal Court for the District of Arizona (Peter
Strojnik, P.C. v. The Energy Bull et al., 2:08-cv-1017 ROS). On
June 24, 2008, the plaintiff amended the complaint to include the Company as a
defendant. The complaint seeks damages against The Energy Bull and other
defendants based on transmission of unsolicited facsimiles illegally promoting
the stock of the Company to the plaintiff and members of the class that the
plaintiff purports to represent. The lawsuit seeks damages estimated in the
complaint to be between $333 million and $3 billion, as well as injunctive
relief for the alleged sending of unsolicited faxes. We have
filed a motion to dismiss to exclude the Company from the lawsuit. The
Company disclaims all responsibility for authorizing in any manner unsolicited
facsimiles issued by The Raging Bull or other parties that seek to promote the
Company’s stock.




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 15, 2008, there were approximately 34 record owners of the Company's
Common Stock. The Company's Common Stock started quoting for trade on July 1,
2004 on the National Association of Securities Dealers OTC Bulletin Board under
the symbol "JVKG". Bid quotations for the common stock commenced September 1,
2005.




Period
            
            High
            
            LowJanuary
      1 to March 31, 2006
            
            $
            8.86
            
            $
            5.25April
      1 to June 30, 2006
            
            $
            3.65
            
            $
            8.10July
      1 to September 30, 2006
            
            $
            3.00
            
            $
            5.75October
      1 to December 31, 2006
            
            $
            4.30
            
            $
            1.15January
      1 to March 31, 2007
            
            $
            1.41
            
            $
            .57April
      1 to June 30, 2007
            
            $
            .92
            
            $
            .52July
      1 to July 31, 2007
            
            $
            .90
            
            $
            .52August
      1 to October 31, 2007
            
            $
            2.50
            
            $
            .63November
      1, 2007 to January 31, 2008
            
            $
            .60
            
            $
            .30February
      1 to April 30, 2008
            
            $
            .47
            
            $
            .37May
      1 to July 31, 2008
            
            $
            2.53
            
            $
            .34August
      1 to October 14, 2008
            
            $
            2.08
            
            $
            .81





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, 2008 information with respect to our
common stock issued and available to be issued under outstanding options,
warrants and rights.





(a)
            
            (b)
            
            (c)Number of securitiesremaining available forfuture issuance underequity compensationNumber of securities to be
            
            Weighted-average exercise
            
            plansissued upon exercise of
            
            price of outstanding
            
            (excluding securitiesoutstanding options,
            
            options, warrants and
            
            reflected inPlan category
            
            warrants and rights
            
            rights
            
            column (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 under the
name Titan Web Solutions, Inc. On August 18, 2003, we changed our name to
Javakingcoffee, Inc., and on July 15, 2005 changed our name to Zingo, Inc. We
had been 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 August
18, 2005, we entered into an Agreement and Plan of Reorganization, pursuant to
which we agreed to acquire all of the outstanding shares of Whistlertel, Inc.
(“Whistlertel”), a Nevada corporation, which was formerly a wholly-owned
subsidiary of 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 of our common stock, or
69.56% of our outstanding common stock following such issuance. We entered into
a license agreement with Hybrid Technologies, Inc. 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.




Results
Of Operations for the Year Ended July 31, 2008





We
incurred a net loss of $865,290 in the year ended July 31, 2008, which included
general and administrative costs of $1,072,625.




2008
COMPARED WITH 2007




Our net
comprehensive loss for the twelve months ended July 31, 2008 increased to
$865,290 from $760,739 for the seven month ended July 31, 2007. Our net comprehensive loss
in 2008 included a net loss on discontinued operations of
$356,843.


9




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.





5.2
Liquidity and Capital Resources





Since our
incorporation, we have financed our operations almost exclusively through the
sale of our common shares to investors. We expect to finance operations through
the sale of equity in the foreseeable future as we do not receive any revenue
from our new lithium battery development business operations. There is no
guarantee that we will be successful in arranging financing on acceptable
terms.





As of
July 31, 2008, we had cash on hand of $15,695. Our liabilities at July 31, 2008,
totaled $4,623,028. At July 31, 2008, we had a working capital deficiency of
$4,607,333 and a stockholders' deficit of $4,573,730.





In the
twelve months ended July 31, 2008, we had received approximately $764,365 in net
advances from related parties. Without such funding, we could not stay in
business.





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
December 2007, the FASB issued SFAS No. 141(R), which replaces SFAS
141 “Business Combinations”. This statement is intended to improve the
relevance, completeness and representational faithfulness of the information
provided in financial reports about the assets acquired and the liabilities
assumed in a business combination. This Statement requires an acquiror to
recognize the assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at the acquisition date, measured at their fair values
as of that date, with limited exceptions specified in the Statement. Under SFAS
141(R), acquisition-related costs, including restructuring costs, must be
recognized separately from the acquisition and will generally be expensed as
incurred. That replaces SFAS 141’s cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values. SFAS 141(R) shall be applied prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
report period beginning on or after December 15, 2008. The Company will
implement this statement on August 1, 2009.





In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that we recognize in our financial
statements the benefit of a tax position if that position is more likely than
not of being sustained on audit, based on the technical merits of the position.
The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal
year, with the cumulative effect of the change in accounting principle recorded
as an adjustment to opening retained earnings. We adopted FIN 48 as of January
1, 2007 and do not feel that FIN 48 will have an impact on our financial
statements.




10




In
September 2006, the FASB issued Statement No. 157, "Fair Value Measurements"
(FAS 157), which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. The provisions of
FAS 157 become effective as of the beginning of our 2009 fiscal year. We do not
expect the adoption of SFAS No. 157 to have a material impact on it consolidated
financial position, results of operations or cash flows.





In
September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that
employers recognize the funded status of their defined benefit pension and other
postretirement plans on the balance sheet and recognize as a component of other
comprehensive income, net of tax, the plan-related gains or losses and prior
service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost. We do not feel the implementation of
this will have a significant impact on our financial statements.





In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
have on our financial statements.





In
December 2007, the FASB issued 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 is currently
evaluating the impact of such adoption 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.




11




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.




Item 8. Financial Statements and
Supplementary Data.





SUPERLATTICE
POWER, INC.




FINANCIAL
STATEMENTS




July 31,
2008




12




Superlattice
Power, Inc.





Index to
Financial Statements





Reports
      of Independent Registered Accounting Firms
            
            14Consolidated
      Balance Sheets as of July 31, 2008 and 2007
            
            16Consolidated
      Statements of Operations for year ended July 31, 2008; the seven
      months ended July 31, 2007; the five months ended December 31,
      2006 (unaudited); and the year ended December 31,
      2006
            
            17Consolidated
      Statement of stockholders’ (deficiency) for the year ended July 31, 2008
      and  for the seven months ended July 31,
    2007
            
            18Consolidated
      Statements of cash flows for the year ended July 31,
      2008; the seven months ended July 31, 2007; the five months
      ended December 31, 2006 (unaudited); and the year
      ended December 31, 2006
            
            19Notes
      to the financial statements
            
            20




13




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors of Superlattice Power Inc.


420 N.
Nellis Blvd.


Suite A-3
- 146


Las
Vegas, NV 89110





We have
audited the consolidated balance sheet of Superlattice Power Inc. and
Subsidiaries (collectively, the “Company”, formerly Zingo, Inc.) as of July 31,
2008, and the related consolidated statements of operations, stockholders’
deficiency, and cash flows for the year then ended. 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 audit. The
financial statements of Superlattice Power Inc. (formerly Zingo, Inc.) as of
July 31, 2007, were audited by other auditors whose report, dated November 7,
2007, expressed an unqualified opinion on those statements.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Overnight 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 audit provides a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements of Superlattice Power Inc. and
Subsidiaries referred to above present fairly, in all material respects, the
financial position of Superlattice Power Inc. and Subsidiaries as of July 31,
2008, and the results of its operations and its cash flows for the year then
ended 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 $865,290 for the year ending July
31, 2008. As of July 31, 2008, current liabilities exceeded current assets by
$4,607,333. These factors, and others discussed in Note 1, 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, NJ





October
20, 2008




14




Report of Independent Registered
Public Accounting Firm




To the
Board of Directors and Stockholders of
 Zingo,
Inc.
 
 We have
audited the accompanying consolidated balance sheets of Zingo, Inc. as of July
31, 2007 and December 31, 2006, and the related consolidated statements of
operations, stockholders’ deficit and cash flows for the seven month period
ended July 31, 2007 and the twelve month period ended December 31, 2006. 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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Zingo, Inc. as of July 31, 2007 and
December 31, 2006 and the results of operations and cash flows for the periods
then ended in conformity with U.S. generally accepted accounting
principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the financial statements, the
Company incurred a net loss of $752,879 and $2,002,539 as of July 31, 2007 and
December 31, 2006, respectively. As of July 31, 2007, current liabilities
exceeded current assets by $3,847,177 and total liabilities exceeded total
assets by $3,716,300. As of December 31, 2006 current liabilities exceeded
current assets by $3,086,124 and total liabilities exceeded total assets by
$2,960,799. These factors, and others discussed in Note 2, raise substantial
doubt about the Company's ability to continue as a going concern. The 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/
Haynie & Company
 Littleton,
CO
 November
7, 2007




15




SUPERLATTICE POWER,
INC.
 (formerly Zingo,
Inc.)
 
 CONSOLIDATED BALANCE
SHEETS
 July
      31,ASSETS
                                                                            
                                                                            2008
                                                                            
                                                                            
                                                                            2007Current
      assets:Cash
      and cash equivalents
                                                                            
                                                                            $
                                                                            15,695
                                                                            
                                                                            
                                                                            $
                                                                            5,962Marketable
      securities - restricted
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            41,224Accounts
      receivable, net of allowance fordoubtful
      accounts of $0 and $139,000
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            1,994Inventories
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            27,788Prepaid
      expenses
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            48,300Total
      current assets
                                                                            
                                                                            
                                                                            15,695
                                                                            
                                                                            
                                                                            
                                                                            125,268Property
      and equipment, net
                                                                            
                                                                            
                                                                            33,603
                                                                            
                                                                            
                                                                            
                                                                            89,653$
                                                                            49,298
                                                                            
                                                                            
                                                                            $
                                                                            214,921LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable and accrued expenses
                                                                            
                                                                            $
                                                                            164,260
                                                                            
                                                                            
                                                                            $
                                                                            233,828Deferred
      revenues
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,990Due
      to related parties
                                                                            
                                                                            
                                                                            4,458,768
                                                                            
                                                                            
                                                                            
                                                                            3,694,403Total
      current liabilities
                                                                            
                                                                            
                                                                            4,623,028
                                                                            
                                                                            
                                                                            
                                                                            3,931,221Commitments
      and contingencies
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Stockholders'
      deficiency:Preferred
      stock, $.001 par value, 10,000,000shares
      authorized, 0 issued and outstanding
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Common
      stock, $.001 par value, 250,000,000shares
      authorized, 115,000,000 issued and outstanding
                                                                            
                                                                            
                                                                            115,000
                                                                            
                                                                            
                                                                            
                                                                            115,000Additional
      paid-in-capital
                                                                            
                                                                            
                                                                            (84,107
                                                                            )
                                                                            
                                                                            
                                                                            (84,107
                                                                            )Accumulated
      deficit
                                                                            
                                                                            
                                                                            (4,604,623
                                                                            )
                                                                            
                                                                            
                                                                            (3,739,333
                                                                            )Cumulative
      other comprehensive loss
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (7,860
                                                                            )Total
      stockholders' deficiency
                                                                            
                                                                            
                                                                            (4,573,730
                                                                            )
                                                                            
                                                                            
                                                                            (3,716,300
                                                                            )$
                                                                            49,298
                                                                            
                                                                            
                                                                            $
                                                                            214,921
   See Notes
to Consolidated Financial Statements
  16
  SUPERLATTICE POWER,
INC.
 (formerly Zingo,
Inc.)
 
 CONSOLIDATED STATEMENTS OF
OPERATIONS
 unauditedYEAR
                                                      
                                                      
                                                      SEVEN
      MONTHS
                                                      
                                                      
                                                      FIVE
      MONTHS
                                                      
                                                      
                                                      YEARENDED
                                                      
                                                      
                                                      ENDED
                                                      
                                                      
                                                      ENDED
                                                      
                                                      
                                                      ENDEDJuly
      31, 2008
                                                      
                                                      
                                                      July
      31, 2007
                                                      
                                                      
                                                      December
      31, 2006
                                                      
                                                      
                                                      December
      31, 2006Sales
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -Costs
      and expenses:Cost
      of sales
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -General
      and administrative
                                                      
                                                      
                                                      341,835
                                                      
                                                      
                                                      
                                                      87,240
                                                      
                                                      
                                                      
                                                      38,502
                                                      
                                                      
                                                      
                                                      92,724Research
      and development
                                                      
                                                      
                                                      19,413
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      -361,248
                                                      
                                                      
                                                      
                                                      87,240
                                                      
                                                      
                                                      
                                                      38,502
                                                      
                                                      
                                                      
                                                      92,724Loss
      from continuing operations
                                                      
                                                      
                                                      (361,248
                                                      )
                                                      
                                                      
                                                      (87,240
                                                      )
                                                      
                                                      
                                                      (38,502
                                                      )
                                                      
                                                      
                                                      (92,724
                                                      )Other
      income (expense)
                                                      
                                                      
                                                      (16,852
                                                      )
                                                      
                                                      
                                                      (83
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Interest
      income
                                                      
                                                      
                                                      633
                                                      
                                                      
                                                      
                                                      642
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Interest
      expense
                                                      
                                                      
                                                      (127,077
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Loss
      on sale of asset
                                                      
                                                      
                                                      (3,903
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Net
      loss from continuing operations
                                                      
                                                      
                                                      (508,447
                                                      )
                                                      
                                                      
                                                      (86,681
                                                      )
                                                      
                                                      
                                                      (38,502
                                                      )
                                                      
                                                      
                                                      (92,724
                                                      )Provision
      for income taxes
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Net
      loss from continuing operations
                                                      
                                                      
                                                      (508,447
                                                      )
                                                      
                                                      
                                                      (86,681
                                                      )
                                                      
                                                      
                                                      (38,502
                                                      )
                                                      
                                                      
                                                      (92,724
                                                      )Discontinued
      operations:Loss
      from discontinued operations
                                                      
                                                      
                                                      (526,132
                                                      )
                                                      
                                                      
                                                      (666,198
                                                      )
                                                      
                                                      
                                                      (728,436
                                                      )
                                                      
                                                      
                                                      (1,909,815
                                                      )Gain
      on disposal of discontinued operations
                                                      
                                                      
                                                      169,289
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Net
      loss on discontinued operations
                                                      
                                                      
                                                      (356,843
                                                      )
                                                      
                                                      
                                                      (666,198
                                                      )
                                                      
                                                      
                                                      (728,436
                                                      )
                                                      
                                                      
                                                      (1,909,815
                                                      )Net
      loss
                                                      
                                                      
                                                      (865,290
                                                      )
                                                      
                                                      
                                                      (752,879
                                                      )
                                                      
                                                      
                                                      (766,938
                                                      )
                                                      
                                                      
                                                      (2,002,539
                                                      )Other
      comprehensive income (loss):Foreign
      currency translation
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (7,860
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Net
      comprehensive loss
                                                      
                                                      $
                                                      (865,290
                                                      )
                                                      
                                                      $
                                                      (760,739
                                                      )
                                                      
                                                      $
                                                      (766,938
                                                      )
                                                      
                                                      $
                                                      (2,002,539
                                                      )Net
      loss per share - basic and diluted - continuing operations
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )Weighted
      shares outstanding - basic and diluted - continuing
    operations
                                                      
                                                      
                                                      115,000,000
                                                      
                                                      
                                                      
                                                      115,000,000
                                                      
                                                      
                                                      
                                                      115,000,000
                                                      
                                                      
                                                      
                                                      115,000,000Net
      loss per share - basic and diluted - discontinued
    operations
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.01
                                                      )
                                                      
                                                      $
                                                      (0.01
                                                      )
                                                      
                                                      $
                                                      (0.02
                                                      )Weighted
      shares outstanding - basic and diluted - discontinued
      operations
                                                      
                                                      
                                                      115,000,000
                                                      
                                                      
                                                      
                                                      115,000,000
                                                      
                                                      
                                                      
                                                      115,000,000
                                                      
                                                      
                                                      
                                                      115,000,000
   SEE
      NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 17
  SUPERLATTICE POWER,
INC.
 (formerly Zingo,
Inc.)
 
 CONSOLIDATED STATEMENT OF
STOCKHOLDERS' DEFICIENCY
 CumulativeAdditional
                              
                              
                              OtherCommon
      Stock
                              
                              
                              
                              
                              
                              Paid
      In
                              
                              
                              Comprehensive
                              
                              
                              AccumulatedShares
                              
                              
                              Par
      value
                              
                              
                              Capital
                              
                              
                              Income
      (Loss)
                              
                              
                              Deficit
                              
                              
                              TotalBalance
      August 1, 2006
                              
                              
                              115,000,000
                              
                              
                              $
                              115,000
                              
                              
                              $
                              (89,205
                              )
                              
                              $
                              -
                              
                              
                              $
                              (2,219,516
                              )
                              
                              
                              (958,120
                              )Net
      loss for period ended December 31, 2006
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (766,938
                              )
                              
                              
                              (2,002,539
                              )Balance
      December 31, 2006
                              
                              
                              115,000,000
                              
                              
                              $
                              115,000
                              
                              
                              $
                              (89,205
                              )
                              
                              $
                              -
                              
                              
                              $
                              (2,986,454
                              )
                              
                              $
                              (2,960,659
                              )Additional
      paid in capital
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,098
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,098Foreign
      currency translation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (7,860
                              )
                              
                              
                              -
                              
                              
                              
                              (7,860
                              )Net
      loss for period ended July 2007
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (752,879
                              )
                              
                              
                              (752,879
                              )Balance
      July 31, 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 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (865,290
                              )
                              
                              
                              (865,290
                              )Balance
      July 31, 2008
                              
                              
                              115,000,000
                              
                              
                              $
                              115,000
                              
                              
                              $
                              (84,107
                              )
                              
                              $
                              -
                              
                              
                              $
                              (4,604,623
                              )
                              
                              $
                              (4,573,730
                              )
   SEE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 18
 SUPERLATTICE
POWER, INC.
 (formerly
Zingo, Inc.)
  CONSOLIDATED
STATEMENT OF CASH FLOWS
 unauditedYEAR
                
                
                SEVEN
      MONTHS
                
                
                FIVE
      MONTHS
                
                
                YEARFor
      the periods
                
                ENDED
                
                
                ENDED
                
                
                ENDED
                
                
                ENDEDJuly
      31, 2008
                
                
                July
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2006Cash
      Flows from Operating ActivitiesNet
      (loss)
                
                $
                (865,290
                )
                
                $
                (752,879
                )
                
                $
                (767,055
                )
                
                $
                (2,002,679
                )Items
      not affecting cash flows
                
                
                
                
                
                
                
                
                
                
                -Depreciation
                
                
                34,363
                
                
                
                23,570
                
                
                
                19,603
                
                
                
                32,312Bad
      debt expense
                
                
                35,380
                
                
                
                133,481
                
                
                
                36,108
                
                
                
                43,329Non
      cash items due to sale of subsidiaries
                
                
                (128,065
                )
                
                
                -
                
                
                
                -
                
                
                
                -Loss
      on sale of property and equipment
                
                
                3,903
                
                
                
                -
                
                
                
                -
                
                
                
                -Changes
      in operating assets and liabilities(Increase)
      decrease in accounts receivable
                
                
                905
                
                
                
                (120,700
                )
                
                
                (29,570
                )
                
                
                (52,519
                )(Increase)
      decrease in inventory
                
                
                74,146
                
                
                
                (14,313
                )
                
                
                28,924
                
                
                
                (1,934
                )(Increase)
      decrease in prepaid expenses
                
                
                23,370
                
                
                
                4,860
                
                
                
                3,033
                
                
                
                (7,953
                )Increase
      (decrease) in accounts payable and accrued expenses
                
                
                44,002
                
                
                
                (4,200
                )
                
                
                110,586
                
                
                
                175,080(Decrease)
      in deferred revenue
                
                
                (2,990
                )
                
                
                -
                
                
                
                -
                
                
                
                925Net
      cash used for operating activities
                
                
                (780,276
                )
                
                
                (730,181
                )
                
                
                (598,372
                )
                
                
                (1,813,439
                )Cash
      Flows from Investing ActivitiesPurchase
      of property and equipment
                
                
                (52,063
                )
                
                
                (28,479
                )
                
                
                (4,853
                )
                
                
                (77,598
                )Sale
      of property and equipment
                
                
                68,777
                
                
                
                -
                
                
                
                
                
                
                
                -Increase
      (decrease) in other assets
                
                
                -
                
                
                
                (643
                )
                
                
                548
                
                
                
                179Proceeds
      from sale of property and equipment
                
                
                1,070
                
                
                
                -
                
                
                
                
                
                
                
                -Net
      cash provided by (used for) investing activities
                
                
                17,784
                
                
                
                (29,122
                )
                
                
                (4,305
                )
                
                
                (77,419
                )Cash
      Flows from Financing ActivitiesProceeds
      from majority shareholder
                
                
                -
                
                
                
                5,098
                
                
                
                -
                
                
                
                1,898,786Advances
      from related parties
                
                
                1,402,038
                
                
                
                1,321,278
                
                
                
                -
                
                
                
                -Payments
      to related parties
                
                
                (637,673
                )
                
                
                (561,923
                )
                
                
                596,091
                
                
                
                -Net
      cash provided by financing activities
                
                
                764,365
                
                
                
                764,453
                
                
                
                596,091
                
                
                
                1,898,786Effect
      of exchange rate changes on cash and cash equivalents
                
                
                7,860
                
                
                
                (7,720
                )
                
                
                
                
                
                
                -Net
      increase (decrease) in cash and cash equivalents
                
                
                9,733
                
                
                
                (2,570
                )
                
                
                (6,586
                )
                
                
                7,928Cash
      and cash equivalents at beginning of period
                
                
                5,962
                
                
                
                8,532
                
                
                
                -
                
                
                
                604Cash
      and cash equivalents at end of period
                
                $
                15,695
                
                
                $
                5,962
                
                
                $
                (6,586
                )
                
                $
                8,532Supplemental
      information:Cash
      paid during the year for:Interest
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      transactionsTransfer
      of loan to Blue Diamond Investments, Inc.
                
                $
                4,341,358
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of marketable securities - restricted for the sale of
      subsidiaries
                
                $
                41,224
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of recievables for the sale of subsidiaries
                
                $
                34,291
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of inventory for the sale of subsidiaries
                
                $
                37,072
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of prepaid expenses for the sale of subsidiaries
                
                $
                24,930
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of net fixed assets for the sale of subsidiaries
                
                $
                66,275
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of payables for the sale of subsidiaries
                
                $
                113,570
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of investment in subsidiary for the sale of
    subsidiaries
                
                $
                3,570,751
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of foreign currency for the sale of subsidiaries
                
                $
                17,752
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of additional paid in capital for the sale of
    subsidiaries
                
                $
                30,550
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Write
      off of retained earnings for the sale of subsidiaries
                
                $
                3,739,344
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
  SEE NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS




19





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





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 Hybrid Technologies, Inc., the Company’s
former parent.





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 Hybrid Technologies, Inc. (“Hybrid”). The transaction
was completed on August 19, 2005 by the issuance of 80,000,000 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, Hybrid Technologies, 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 Hybrid, the Company’s former parent.





Effective
April 15, 2008, the Company entered into a license agreement with Hybrid
providing for Hybrid’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, Hybrid
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. Hybrid’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 Hybrid’s
purchase takes place.





The
Company has agreed to invest a minimum of $1,500,000 in each of the next two
years from the date of the license agreement to develop the technology for the
licensed products. To date, investments have been made in the amount of $24,500.
If the Company does not make the required investments, it will be in default
under the license agreement, Hybrid would have the right to terminate the
license agreement.





Effective
April 16, 2008, the Company agreed to lease approximately 5,000 square feet of
space in Hybrid’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 $2,500, 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 Hybrid for the purchase price of $29,005.




20





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





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 Office (“Kassam”), 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, 2008 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 $645,632 revenue in 2008 and as of July 31, 2008, there was a
working capital deficit of approximately $4.6 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.





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. All intercompany
accounts and transactions have been eliminated in consolidation.





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.




21





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





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.





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.





Accounts
receivable


The
Company provides credit to customers in the normal course of business. An
allowance for accounts receivable is estimated by management based in part on
the aging of receivables and historical transactions. Periodically management
reviews accounts receivable for accounts that appear to be uncollectible and
writes off these uncollectible balances against the allowance accordingly.





Inventories


Inventories
are stated at the lower of cost or market. Cost is based on the specific
identification method.





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





LivesFurniture
      and fixtures
            10
      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.





Foreign currency
translation


The
functional currency for some foreign operations is the local currency. Assets
and liabilities of foreign operations are translated at balance sheet date rates
of exchange and income, expense and cash flow items are translated at the
average exchange rate for the period. Translation adjustments in future periods
will be recorded in Cumulative Other Comprehensive Income. The translation gains
or losses were not material for the years ended July 31, 2008 and
2007.




22





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Comprehensive income
(loss)


The
Company reports comprehensive income (loss) in accordance with the requirements
of Statement of Financial Accounting Standards No.130. For the year ended July
31, 2008 and seven months ended July 31, 2007 the difference between net income
(loss) and comprehensive income (loss) is foreign currency translation.


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 $356,842 and $666,198, respectively, for the year ended July 31, 2008,
and seven months ended July 31, 2007.
 
 Summarized
combined statement of loss for discontinued operations is as
follows:
 
 YEAR
              
              SEVEN
      MONTHSENDED
              
              ENDEDJuly 31,
      2008
              
              July
      31, 2007Net
      sales
              
              $
              645,632
              
              $
              783,572Loss
      before income tax
              
              
              (1,171,764
              )
              
              (1,449,770
              )Provision
      for income taxes
              
              
              -
              
              
              -Loss
      from operations - net tax
              
              
              (526,132
              )
              
              (666,198
              )Gain
      on sale of discontinued operations
              
              
              169,290
              
              
              -Provision
      for income taxes
              
              
              -
              
              
              -Loss
      from discontinued operations - net of tax
              
              $
              (356,842
              )
              $
              (666,198
              )
  Revenues


Revenues
are recognized at the time that service is completed or the related products
have been installed.





Advertising


Advertising
costs are generally expensed and are included in selling, general and
administrative expenses. Total advertising expenditures for the year ended July
31, 2008 and seven months ended July 31, 2007 were approximately $108,000 and
$2,500 respectively.





Shipping and
handling


Shipping
and handling costs associated with shipping equipment to customers are generally
expensed and included in costs of sales.





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 seven months ended July 31, 2007 in the Company’s Consolidated
Statements of Operations.





Recently issued
pronouncements


I n
December 2007, the FASB issued SFAS No. 141(R), which replaces SFAS
141 “Business Combinations”. This statement is intended to improve the
relevance, completeness and representational faithfulness of the information
provided in financial reports about the assets acquired and the liabilities
assumed in a business combination. This Statement requires an acquiror to
recognize the assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at the acquisition date, measured at their fair values
as of that date, with limited exceptions specified in the Statement. Under SFAS
141(R), acquisition-related costs, including restructuring costs, must be
recognized separately from the acquisition and will generally be expensed as
incurred. That replaces SFAS 141’s cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values. SFAS 141(R) shall be applied prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
report period beginning on or after December 15, 2008. The Company will
implement this statement on August 1, 2009 .





In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that we recognize in our financial
statements the benefit of a tax position if that position is more likely than
not of being sustained on audit, based on the technical merits of the position.
The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal
year, with the cumulative effect of the change in accounting principle recorded
as an adjustment to opening retained earnings. We adopted FIN 48 as of January
1, 2007 and do not feel that FIN 48 will have an impact on our financial
statements.





In
September 2006, the FASB issued Statement No. 157, "Fair Value Measurements"
(FAS 157), which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. The provisions of
FAS 157 become effective as of the beginning of our 2009 fiscal year. We do not
expect the adoption of SFAS No. 157 to have a material impact on it consolidated
financial position, results of operations or cash flows.




23





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





In
September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that
employers recognize the funded status of their defined benefit pension and other
postretirement plans on the balance sheet and recognize as a component of other
comprehensive income, net of tax, the plan-related gains or losses and prior
service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost. We do not feel the implementation of
this will have a significant impact on our financial statements.





In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
have on our financial statements.





In
December 2007, the FASB issued 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 is currently
evaluating the impact of such adoption 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.





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 Hybrid Technologies, Inc. (Hybrid). The transaction
was completed on August 19, 2005 by the issuance of 80,000,000 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 Hybrid 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, Zingo, Inc. merged
with 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.




24





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Note 3. Other current
assets





July 31,
            
            July 31,2008
            
            2007Prepaid
      expenses
            
            $
            -
            
            $
            16,637Amounts
      on deposit with venders
            
            
            -
            
            
            31,633$
            -
            
            $
            48,300





Note 4. Property and
equipment





Property
and equipment at consists of:





July 31,
            
            July 31,2008
            
            2007Office
      and computer equipment
            
            $
            28,430
            
            $
            114,825Leasehold
      improvements
            
            
            9,345
            
            
            -Software
            
            
            -
            
            
            19,993Autos
      and truck
            
            
            -
            
            
            12,224Furniture
            
            
            -
            
            
            6,80637,775
            
            
            153,848Less
      accumulated depreciation
            
            
            (4,172
            )
            
            (64,195
            )$
            33,603
            
            $
            89,653





Depreciation
expense for the year ended July 31, 2008 and seven months ended July 31, 2007,
was $34,363 and $23,570, respectively.





Note 5. Capital
stock





As
discussed in Note 1 and Note 3, the Company entered into an agreement on August
19, 2005, whereby the Company issued 80,000,000 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 80,000,000 shares were sold to Blue Diamond
Investments. On May 15, 2008, the subsidiary, Zingo Telecom, was sold to a
private investor.





During
the year ended July 31, 2007, Hybrid provided additional paid in capital in the
amount of $5,098 to help start M/S Zingo Bpo Services Pvt. Ltd. This money was
considered a gift and not to be repaid.





During
the year ended December 31, 2005, the Company announced a ten for one stock
split. All information related to the number of shares or per share information
has been adjusted to reflect this stock split.


25




Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Note 6. Related party
transactions





As
discussed in Note 2, the Company's principal financing source has been from its
former parent, Hybrid Technologies, Inc. The Company has also received advances
during 2008 from its chief executive
and principal financial officer
Ayaz Kassam. On April 15, 2008, Blue Diamond assumed Hybrid’s debt due from
Superlattice. At July 31, 2008 and July 31, 2007 the Company owed Hybrid $0 and
$3,694,403, Blue Diamond $4,321,358 and $0, and Kassam $137,410 and $0,
respectfully. During the year ended July 31, 2008 and seven months ended July
31, 2007 the Company had advances totaling $1,402,038 and $1,321,278,
respectively; and payments amounted to approximately $637,673 and $561,923,
respectively. Without such funding, the Company could not stay in
business.





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 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, 2008 and for the seven months
ended July 31, 2007 is $127,077 and $0, respectively. The related party
transaction amounts are reported as current due to the
relationship.





Note 7. Income
taxes





At July
31, 2008 and July 31, 2007, 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, 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 $1,612,000 and
$1,309,000 at July 31, 2008 and July 31, 2007 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 $4,605,000 and $3,739,000 at July 31, 2008 and July 31, 2007
respectively, will begin to expire in 2027.





Note 8. (Loss) per
share





Loss per
share is computed based on the weighted average number of shares outstanding
during the year. Diluted loss per common share is computed by dividing net 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.





Note 9. Segment
information





FASB
Statement No. 131, Disclosures about Segments of an
Enterprise and Related Information ,
establishes standards for reporting information about operating segments.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by
management. We are organized by geographical area.


26





Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
following is financial information relating to the Company’s business
segments:





YEAR
            
            SEVEN MONTHSENDED
            
            ENDEDJuly 31,
      2008
            
            July
      31, 2007Revenue from external customers:United
      States
            
            $
            645,632
            
            $
            783,572India
            
            
            -
            
            
            -Canada
            
            
            -
            
            
            -Total
      revenues
            
            $
            645,632
            
            $
            783,572(Loss)
      from operations:United
      States
            
            $
            (516,883
            )
            $
            (564,788
            )India
            
            
            (352,078
            )
            
            (159,780
            )Canada
            
            
            (18,420
            )
            
            (28,870
            )Total
      loss from operations
            
            $
            (887,381
            )
            $
            (753,438
            )Capital
      expenditures:Telecommunication
      servicesUnited
      States
            
            $
            37,775
            
            $
            1,555India
            
            
            14,288
            
            
            26,924Canada
            
            
            -
            
            
            -Total
      capital expenditures
            
            $
            52,063
            
            $
            28,479Depreciation
      and amortization:Telecommunication
      servicesUnited
      States
            
            $
            23,470
            
            $
            20,130India
            
            
            10,893
            
            
            3,440Canada
            
            
            -
            
            
            -Total
      depreciation and amortization
            
            $
            34,363
            
            $
            23,570





Note 10. Change of
year-end





The
Company changed its year-end from December 31 to July 31 beginning with the
annual reporting period ended July 31, 2007. It is not practical or
cost-justified to furnish the quarterly financial statements for the
corresponding periods of the prior year. As a result of the year-end change and
given the lack of materiality of the prior periods compared to the current
operations, and the lack of seasonality of the Company’s business, the quarters
of the current year have been presented in comparison to the most nearly
comparable period from the originally reported quarters of the prior year as
follows with the Consolidated Statements of Operations for the seven months
ended:


27




Superlattice
Power, Inc.


(formerly
Zingo, Inc.)





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





For the period ending
            
            Comparative periodQ1
            
            October
      31, 2007
            
            September
      30, 2006Q2
            
            January
      31, 2008
            
            December
      31, 2006Q3
            
            April
      30, 2008
            
            March
      31, 2007Q4
            
            July
      31, 2008
            
            July
      31, 2007





Note 11. 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 derived 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 12. Commitments and
contingencies





Superlattice
Power, Inc entered into a month to month lease agreement with Hybrid
Technologies, Inc. for 5,000 square feet within Hybrid’s Mooresville facility on
April 16, 2008 at the rate of $2,500. Approximately 80 % of this
space has been converted into offices, and battery development workshop
including a dry room.





Total
rent expense for the year ended July 31, 2008 and seven months ended July 31,
2007 amounted to approximately $6,500 and $52,000, respectively.





In
addition, the Company has provided, as collateral to certain suppliers a letter
of credit supplied by a certain financial institution. This arrangement requires
that restricted cash be held on deposit with the financial institution and
pledged as collateral for a letter of credit provided by the financial
institution to suppliers. This restricted cash is recorded as marketable
securities - restricted and amounted to approximately $0 for July 31, 2008 and
$41,000 for July 31, 2007. As of May 15, 2008, we no longer have this letter of
credit.




The
Company is a defendant in a case filed on June 2, 2008, in the Federal Court for
the District of Arizona (Peter Strojnik, P.C. v. The Energy Bull et al.). The
amended complaint in this case seeks damages against The Energy Bull, the
Company and other defendants based on transmission of unsolicited facsimiles
illegally promoting the stock of the Company to the plaintiff and members of the
class that the plaintiff purports to represent.  The lawsuit seeks damages
estimated in the complaint to be between $333 million and $3 billion, as well as
injunctive relief for the alleged sending of unsolicited faxes. The Company
denies these allegations and has filed a motion to dismiss to exclude the
Company from the lawsuit.




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.




28




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 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, 2008, 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 there 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, 2008. 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, 2008, 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 2008 fiscal year that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.




Item 9B. Other
Information.




None.




29




PART III




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





Our
executive officers and directors and their respective ages as of October 1, 2008
are as follows:





Name
            
            Age
            
            OfficeAyaz
      Kassam
            
            42
            
            President,
      Chief ExecutiveOfficer and DirectorMehboob
      Charania
            
            51
            
            Secretary,
      Treasurer and DirectorHolly
      Roseberry
            
            56
            
            Director





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





Ayaz
Kassam, age 42, was appointed our President and Chief Executive Officer, and as
a Director, on June 4, 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,
where 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.





Mr.
Mehboob Charania was appointed as our Secretary and a director, on August
30, 2005, and has acted as the secretary, treasurer and chief financial officer
of Hybrid Technologies since November 15, 2002. Since June 2001, Mr. Charania
has been the owner and operator of Infusion Bistro, a restaurant located in
Calgary, Alberta. From 1998 to 2001, he acted as a manager at IBM's Calgary
office.





Ms. Holly
Roseberry acted as the President and Chief Executive Officer from August 30,
2005 to June 4, 2008, and has been a director of Hybrid Technologies, our major
stockholder, since 2002. From 2001 to 2003, she acted as manager for the Azra
Shopping Center, Las Vegas, Nevada. She obtained a Bachelor of Arts degree from
Sacred Heart University in Bridgeport, Connecticut in 1973. Ms. Roseberry was
employed from 1993 to 1996 as human resources manager, and from 1997 to 1999 as
business office manager, of the Las Vegas location of Wards Department Store.





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.


30






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.




Code of Ethics


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.





SUMMARY
COMPENSATION TABLE





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-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.




31




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 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.




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




The
following table sets forth, as of September 12, 2008, 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
              
              10,000,000
      common shares
              
              8.69%Udaya
      Madanayake
                1532
      Manning Avenue
                Port
      Coquitlam, B.C. V5Y 3JB
                Canada
              
              10,000,000
      common shares
              
              8.69%Directors
      and Executive Officers as a Group
              
              -0-
              
              -0-%Blue
      Diamond Investments Inc.
                51A
      Dean Street
                Belize
      City, Belize
              
              80,000,000
      common shares
              
              69.56%




(1) Based
on 115,000,000 shares of common stock issued and outstanding as of September 12,
2008.




32




CHANGE IN
CONTROL




Pursuant
to a Stock Purchase Agreement dated April 15, 2008 (the “Stock Purchase
Agreement”), with Blue Diamond Investments Inc. (the “Purchaser”), at a closing
held on April 18, 2008, Hybrid Technologies, Inc., our former principal
stockholder, sold the 80,000,000 shares of common stock of the Company held by
us to Blue Diamond Investments, Inc. for $215,000. Pursuant to the Stock
Purchase Agreement, Hybrid Technologies also assigned to Blue Diamond
Investments all receivables or debt obligations of the Company owing to or held
by Hybrid Technologies 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 Hybrid Technologies. Blue
Diamond made no advances to the Company in our fiscal year ended July 31,
2008.  At July 31, 2008, the Company owed Blue Diamond $4,321,358 (the
amount assigned by Hybrid Technologies) and Ayaz Kassam $137,410, which Mr.
Kassam had advanced during 2008. During 2008, the Company received $402,277 in
advances from Hybrid Technologies and made repayments of $391,831 to Hybrid
Technologies. During the year ended July 31, 2007 the Company received
advances from Hybrid Technologies of $1,330,844, and made repayments of $561,923
to Hybrid Technologies.




License Agreement for
Lithium Ion Battery Technology


Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with Hybrid Technologies, Inc., (“Hybrid”), our controlling
stockholder providing for the license to us of Hybrid’s patent applications
and technologies for rechargeable lithium-ion batteries for hybrid vehicles and
other applications (“Licensed Products”).  Under the License
Agreement, Hybrid 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. Hybrid’s cost for
lithium ion batteries purchased from us is our actual manufacturing costs for
such batteries for our fiscal quarter in which Hybrid’s purchase takes place. We
have agreed to invest a minimum of $1,500,000 in each of the next two years in
development of the technology for the Licensed Products. Effective April 16,
2008, we will lease approximately 5,000 square feet of space (“Leased Space”) in
Hybrid’s 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 Hybrid 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, Hybrid also sold us for the purchase price of $29,005, specified
equipment and supplies related to the Licensed Field.
 
 On April
18, 2008 Blue Diamond Investments Inc. (“Blue Diamond”), 51A Dean Street, Belize
City, Belize, purchased of 80,000,000 shares of our common stock from EVI;
following such purchase, Blue Diamond owned approximately 69% of our outstanding
common stock and a majority of the voting power of our outstanding stock. The
President and sold stockholder of Blue Diamond is Andrew Godfrey, whose address
is 51A Dean Street, Belize City, Belize.  The consideration furnished
by Blue Diamond was $215,000.The source of funds used by Blue Diamond to acquire
control of the Company was from the corporate funds of Blue
Diamond.




Item 14.  Principal
Accountant Fees and Services.




(1) Audit
Fees.




As of
November 1, 2007, Mason Russell West, LLC merged with and changed their name to
Haynie & Company. The aggregate fees billed by Haynie & Company and
Mason Russell West, LLC for professional services rendered for the audit of our
financial statements filed as part of our 2007 Form 10-KSB filing and for review
of our interim financial statements filed as part of our first quarter Form
10-QSB filing in 2008 are $24,000.




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
2008 Form 10-K filing and for review of our interim financial statements filed
as part of our second and third quarter Form 10-Q filings for the fiscal year
ended July 31, 2008 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.


33




(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.




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 with the Commission on October
      29, 2008.)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.)10.1
            
            Memorandum
      of Understanding among Chen (Jason) Wu, Udaya Madanayake and Tony Castro.
      (Incorporated herein by reference to Exhibit 10.1 to Amendment No. 3 to
      the Company's Registration Statement on Form SB-2, filed with the
      Commission on March 29, 2004.)10.2
            
            Agreement
      between H&H Co., Ltd. and the Company, dated August 26, 2004.
      (Incorporated herein by reference to Exhibit 10.3 to the Company's
      Quarterly Report on Form 10-QSB, filed with the Commission on October 22,
      2004.)10.3
            
            Agreement
      between Beijing CXSD Investment Co., Ltd. and the Company, dated April 30,
      2004. (Incorporated herein by reference to Exhibit 10.2 to the Company's
      Quarterly Report on Form 10-QSB, filed with the Commission on October 22,
      2004.)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.)


34





10.6
                
                Stock
      Purchase Agreement, dated May 15, 2008, between the Companyand
      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.)31
                
                Certification
      of Chief Executive Officer and PrincipalFinancial
      and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002, filed herewith.32
                
                Certification
      of Chief Executive Officer and Principal Financial and
      Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.




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 and
      Accounting OfficerDate: December
      9, 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 date indicated.





By:
                    /s/
      Ayaz KassamAyaz
      Kassam(President,
      Chief Executive Officer and Director)Date: December
      9, 2009


35





EXHIBIT
INDEX


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.






36