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Cyber Apps World - Quarter Report: 2008 October (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

x              Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2008
 

 
o              Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of1934

For the transition period from                               to                                
Commission File Number  000-50693

SUPERLATTICE POWER, INC.

 (Exact name of Registrant as specified in its charter)

Nevada
 
90-0314205
(State or other jurisdiction of
 
(IRS Employer Identification No.)
incorporation or organization)
   

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

Issuer's telephone number, including area code:  (702) 425-7376
 
 

Former name, former address and former fiscal year, if changed since
                    
last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. (Check One):
 
Large accelerated filer [  ]
 Accelerated filer [  ]
   
Non-accelerated filer [  ]
 Smaller reporting company [X]
 
(Do not check if a smaller reporting company)
 
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest  practicable date: 115,000,000 shares of $0.001 par value common stock outstanding as of December 1, 2008.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x
 
 
 

 
 
SUPERLATTICE POWER, INC.
 
TABLE OF CONTENTS
 
 
Page No.
PART I. FINANCIAL INFORMATION
3
   
ITEM I - Unaudited Consolidated Financial
 
Statements
 
   
Consolidated Balance Sheets as of October 31,
 
2008  and July 31, 2008 (Unaudited)
4
   
Consolidated Statements of Operations
 
for the Three Months Ended October 31,
 
2008 and 2007 (Unaudited)
5
   
Consolidated Statement of Stockholders
 
Deficiency (Unaudited)
6
   
Consolidated Statements of Cash Flows
 
for the Three Months Ended October 31,
 
2008 and 2007(Unaudited)
7
   
Notes to Unaudited Consolidated Financial Statements
8
   
ITEM 2 - Management's Discussion and Analysis of
 
Financial Condition and Results of
 
Operations.
15
   
ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk
18
   
ITEM 4T– Controls and Procedures.
18
   
   
PART II. OTHER INFORMATION
 
   
ITEM 1 – Legal Proceedings
19
   
ITEM 6 – Exhibits
19
   
EXHIBIT 31 - Certification pursuant to Section 302 of the Sarbanes-
 
Oxley Act of 2002
 
   
EXHIBIT 32 - Certification pursuant to Section 906 of the Sarbanes-
 
Oxley Act of 2002
 

 
-2-

 

PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended July 31, 2008.

The results of operations for the three months ended October 31, 2008 and 2007 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 
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SUPERLATTICE POWER, INC.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

   
October 31,
   
July 31,
 
   
2008
   
2008
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 203     $ 15,695  
                 
Property and equipment, net
    44,918       33,603  
                      
    $ 45,121     $ 49,298  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 395,116     $ 164,260  
Due to related parties
    4,492,568       4,458,768  
Total current liabilities
    4,887,684       4,623,028  
                 
Commitments and contingencies
    -       -  
                 
Stockholders' deficiency:
               
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding
    -       -  
Common stock, $.001 par value, 250,000,000 shares authorized, 115,000,000 issued and outstanding
    115,000       115,000  
                 
Additional paid-in-capital
    (84,107 )     (84,107 )
                 
Accumulated deficit
    (4,873,456 )     (4,604,623 )
                 
Total stockholders' deficiency
    (4,842,563 )     (4,573,730 )
    $ 45,121     $ 49,298  

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
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SUPERLATTICE POWER, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
THREE MONTHS ENDED
 
   
October 31,
 
   
2008
   
2007
 
Sales
  $ -     $ -  
Costs and expenses:
               
General and administrative
    154,757       49,255  
Research and development
    5,154       -  
      159,911       49,255  
Loss from continuing operations
    (159,911 )     (49,255 )
Other (expense)
    -       (432 )
Interest income
    -       242  
Interest expense
    (108,922 )     -  
                 
Net loss from continuing operations
    (268,833 )     (49,445 )
                 
Provision for income taxes
    -       -  
                 
Net loss from continuing operations
    (268,833 )     (49,445 )
                 
Discontinued operations:
               
Loss from discontinued operations
    -       (260,714 )
Net loss on discontinued operations
    -       (260,714 )
Net loss
    (268,833 )     (310,159 )
                 
Other comprehensive income:
               
  Foreign currency translation
    -       3,972  
                     
Net comprehensive loss
  $ (268,833 )   $ (306,187 )
                 
Net loss per share - basic and diluted - continuing operations
  $ (0.00 )   $ (0.00 )
                 
Weighted shares outstanding - basic and diluted – continuing operations
    115,000,000       115,000,000  
                 
Net loss per share - basic and diluted - discontinued operations
  $ -     $ (0.00 )
                 
 Weighted shares outstanding - basic and diluted – discontinued operations
    115,000,000       115,000,000  

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
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SUPERLATTICE POWER, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
 
                     
Cumulative
             
               
Additional
   
Other
             
   
Common Stock
   
Paid In
   
Comprehensive
   
Accumulated
       
   
Shares
   
Par value
   
Capital
   
Income (Loss)
   
Deficit
   
Total
 
   Balance August 1, 2007
    115,000,000       115,000       (84,107 )     (7,860 )     (3,739,333 )     (3,716,300 )
                                                 
   Foreign currency translation
    -       -       -       7,860       -       7,860  
                                                 
Net 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 )
                                                 
Net loss for the period ended
                                 
   October 31, 2008
    -       -       -       -       (268,833 )     (268,833 )
                                                 
Balance October 31, 2008
    115,000,000     $ 115,000     $ (84,107 )   $ -     $ (4,873,456 )   $ (4,842,563 )

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
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SUPERLATTICE POWER, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

   
THREE MONTHS ENDED
 
   
October 31,
 
             
 
2008
   
2007
 
Cash Flows from Operating Activities
           
Net loss
  $ (268,833 )   $ (310,159 )
Adjustments to reconcile net cash provided by operating activities:
               
                 
Depreciation
    1,777       12,506  
                 
Bad debt expense
    -       22,813  
                 
(Decrease) in accounts receivable
    -       (26,497 )
                 
(Decrease) in inventories
    -       (2,422 )
                 
(Decrease) in prepaid expenses
    -       (5,432 )
Increase in accounts payable and accrued expenses
    230,856       36,153  
                 
Net cash used in operating activities
    (36,200 )     (273,038 )
                 
Cash Flows from Investing Activities
               
Purchase of property and equipment
    (13,092 )     (14,552 )
                 
(Decrease) in other assets
    -       (242 )
                 
Net cash used in investing activities
    (13,092 )     (14,794 )
Cash Flows from Financing Activities
               
                 
Proceeds from majority shareholder
    -       286,075  
Advances from related parties
    33,800       -  
                 
Net cash provided by financing activities
    33,800       286,075  
                 
Effect of exchange rate changes on cash and cash equivalents
    -       3,972  
Net increase (decrease) in cash and cash equivalents
    (15,492 )     2,215  
                 
Cash and cash equivalents at beginning of period
    15,695       5,962  
Cash and cash equivalents at end of period
  $ 203     $ 8,177  
Supplemental information:
               
Cash paid during the year for:
               
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
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Superlattice Power, Inc.

NOTES TO UNAUDITED 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.  Our auditors have expressed substantial doubt concerning our ability to continue as a going concern.

The financial statements have been prepared in accordance with Securities Exchange Commission requirements for interim financial statements.  Therefore, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on form 10-K for the year ended July 31, 2007 as filed with the Securities Exchange Commission.

The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year.  In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim period a fair statement of such operations.  All such adjustments are of a normal recurring nature.

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 in development of the technology for the licensed products. To date, investments have been made in the amount of $29,654. 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.

 
-8-

 
Superlattice Power, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
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.

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.

SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation
The financial statements include the accounts of the Company and its wholly owned subsidiary, Zingo Telecom, Inc. and Zingo Telecom Canada, Inc. for the three months ended October 31, 2007. All intercompany accounts and transactions have been eliminated in consolidation. The subsidiaries were sold in May of 2008 and therefore there is no consolidation for the three months ended October 31, 2008.

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

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

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

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:
 
-9-

Superlattice Power, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
Lives
 
  Furniture and fixtures
10 years
  Software
3-5 years
  Computers
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. There were no foreign currency translations for the period ended October 31, 2008.  The translation gains or losses were not material for the year ended July 31, 2008.

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 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 periods presented herein.  The divestiture resulted in a loss of $0 and $260,714, respectively, for the three months ended October 31, 2008 and 2007.

 
-10-

 
Superlattice Power, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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

   
THREE MONTHS
   
THREE MONTHS
 
   
ENDED
   
ENDED
 
Net sales
 
October 31, 2008
   
October 31, 2007
 
    $ -     $ 234,674  
Loss before income tax
    -       (495,388 )
Provision for income taxes
    -       -  
Loss from operations - net tax
    -       (260,714 )
Gain on sale of discontinued operations
    -       -  
Provision for income taxes
    -       -  
Loss from discontinued operations - net of tax   $ -     $ (260,714 )

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 three months ended October 31, 2008 and 2007 were approximately $50,000 and $800 respectively.

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

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. The reclassification consisted of other assets being reclassified as marketable securities. The Company reclassified certain continuing operations to discontinued operations for the three months ended October 31, 2007 in the Company’s Consolidated Statements of Operations.

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

 
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Superlattice Power, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it fully implements SFAS No. 157 on January 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

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

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162 on its financial statements.

Note 2. Property and equipment

Property and equipment consist of:

   
October 31,
   
July 31,
 
   
2008
   
2008
 
Office and computer equipment
  $ 28,430     $ 28,430  
Leasehold improvements
    22,437       9,345  
      50,867       37,775  
Less accumulated depreciation
    (5,949 )     (4,172 )
    $ 44,918     $ 33,603  

Depreciation expense for the three months ended October 31, 2008 and 2007 was $1,777 and $12,506, respectively.

 
-12-

 
Superlattice Power, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 3. 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.

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

   
(unaudited)
   
(unaudited)
 
    
THREE MONTHS
   
THREE MONTHS
 
    
ENDED
   
ENDED
 
    
October 31, 2008
   
October 31, 2007
 
Revenue from external customers:
           
United States
  $ -     $ 234,674  
India
    -       -  
Canada
    -       -  
Total revenues
  $ -     $ 234,674  
                 
(Loss) from operations:
               
United States
  $ (159,911 )   (180,594 )
India
    -       (117,576 )
Canada
    -       (11,799 )
Total loss from operations
  $  (159,911 )   (309,969 )

Note 4.  Related party transactions

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 October 31, 2008 and July 31, 2008 the Company owed Blue Diamond $4,321,358, and Kassam $171,210 and $137,410, respectfully. During the three months ended October 31, 2008 and 2007 the Company had advances totaling $33,800 and $0, respectively; and payments amounted to approximately $0 and $286,075, 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 three months ended October 31, 2008 and 2007 is $108,922 and $0, respectively. The related party transaction amounts are reported as current due to the relationship.

Note 5.  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.

 
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Superlattice Power, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 6. Going concern

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

Note 7. Subsequent Events

On November 5, 2008 Superlattice entered into an agreement with a private company. The private company will provide Superlattice with equipment in exchange for Superlattice’s battery prototypes. Superlattice can produce the chemicals that go into the battery cells but cannot fully produce batteries or battery cells.  The equipment will enable the Company to produce battery cells. The Company expects to receive the equipment by January 2009.  Once the equipment is received in the manufacturing facility, it will be recorded at fair value.

 
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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly 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
 
Superlattice Power, Inc. (formerly Zingo, Inc., the “Company”, “we”, or “us”) was 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."
 
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 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 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.

THREE MONTHS ENDED OCTOBER 31, 2008 AS COMPARED WITH THREE MONTHS ENDED OCTOBER 31, 2007

We incurred a net loss of $268,833 for the three months ended October 31, 2008, which included general and administrative costs of $154,757.

We had no sales for the three month period ended October 31, 2008. Our net loss for the three-month period ended October 31, 2008, decreased from the three-month period ended October 31, 2007 (from $310,159 for the prior period to $268,833 in 2008). This was primarily due to inclusion in the prior period of a loss of $260,714 from discontinued operations. General and administrative costs of $154,757 were higher in the three months ended October 31, 2008, as compared with $49,255 in the prior period, due to an increase in the number of employees involved in development of rechargeable lithium ion batteries and increased administrative overhead and leased space costs as compared with the lower level of general and administrative expenses associated with the prior period’s telecommunications operations.

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.

 
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License Agreement with Hybrid Technologies, Inc.

Effective April 15, 2008, we entered into a License Agreement (the “License Agreement”) with Hybrid Technologies, Inc. (“Hybrid”), our former controlling stockholder, 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, and we intend to pursue development of the lithium battery technology that we have licensed.

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. Effective April 16, 2008, Hybrid also sold us for the purchase price of $29,005, specified equipment and supplies related to the Licensed Field. Although the lease was signed, the space was not available as of April 30, 2008. Therefore, through mutual agreement, no rent has been paid yet. We are at work with the equipment purchased and expect the leased space to be finished soon.
 
Sale of our Telecom Subsidiaries
 
At a closing held on May 15, 2008, we sold for $215,000 the 75,000 outstanding shares of common stock, constituting 100% of the outstanding stock, of our subsidiary Zingo Telecom, Inc. In addition, at the closing, we assigned and transferred all receivables or debt obligations of Zingo Telecom owing to or held by us at the closing date, and all outstanding shares of M/S Zingo Bpo Services Pvt. Ltd., our subsidiary incorporated in India.

5.2
Liquidity and Capital Resources

As of October 31, 2008, we had cash on hand of $203. Our liabilities at April 30, 2008, totaled $4,887,684.

At October 31, 2008, we had a working capital deficiency of $4,887,481 and a stockholders' deficit of $4,842,563.

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

In the three months ended October 31, 2008, we had received approximately $33,800 in advances from related parties.


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

In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it fully implements SFAS No. 157 on January 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

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

 
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In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162 on its financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.

Credit Risk - Our accounts receivables are not subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. We do not anticipate any material losses in this area.

Item 4T. Controls and Procedures.

As of the end of the fiscal quarter covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting him to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Quarterly Report on Form 10-Q. There have been no changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

 
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PART II- OTHER INFORMATION

ITEM 1. 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 6. Exhibits.

Ex 31
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
   
Ex 32
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,filed herewith.
 
SIGNATURES

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

 
Superlattice Power, Inc.
   
 
/s/ Ayaz Kassam
 
Ayaz Kassam
 
President and Chief Executive
 
Officer
 
Dated: December 12, 2008

 
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