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Cyber Apps World - Quarter Report: 2009 October (Form 10-Q)

Unassociated Document
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, 2009


¨
Transition Report pursuant to 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.

(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) 425-737


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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS
 
The number of shares outstanding the issuer's common stock, $.001 par value, was 345,000,000 as of December 1, 2009.

 
 

 

SUPERLATTICE POWER, INC.

TABLE OF CONTENTS
 
   
Page No.
PART I. FINANCIAL INFORMATION
   
ITEM I - Unaudited Consolidated Financial Statements
   
     
Consolidated Balance Sheets as of October 31, 2009 and July 31, 2009 (Unaudited)
 
4
     
Consolidated Statements of Operations for the Three Months Ended October 31, 2009 and 2008 (Unaudited)
 
5
     
Consolidated Statement of Stockholders Deficiency (Unaudited)
 
6
     
Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2009 and 2008 (Unaudited)
 
7
     
Notes to Unaudited Consolidated Financial Statements
 
8
     
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
16
     
ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk
 
19
     
ITEM 4T– Controls and Procedures.
 
19
     
PART II. OTHER INFORMATION
   
     
ITEM 6 - Exhibits
 
20
     
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, 2009.

The results of operations for the three months ended October 31, 2009 and 2008 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 
-3-

 

SUPERLATTICE POWER, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
(UNAUDITED)

   
October 31,
   
July 31,
 
ASSETS  
2009
   
2009
 
Current assets:
           
Cash and cash equivalents
  $ 93     $ 191  
Prepaid expenses
    3,314       3,314  
Total current assets
    3,407       3,505  
                 
                 
Property and equipment, net
    138,251       141,261  
                 
    $ 141,658     $ 144,766  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 762,033     $ 654,810  
Due to related parties
    4,947,354       4,859,108  
Total current liabilities
    5,709,387       5,513,918  
                 
Commitments and contingencies
    -       -  
                 
Stockholders' deficiency:
               
Preferred stock, $.001 par value, 10,000,000
               
shares authorized, 0 issued and outstanding
    -       -  
Common stock, $.001 par value, 750,000,000
               
shares authorized, 345,000,000 issued and outstanding
               
at October 31, 2009 and 115,000,000 at
               
July 31, 2009, respectively
    345,000       115,000  
Additional paid-in-capital
    (211,082 )     18,918  
Accumulated deficit
    (5,701,647 )     (5,503,070 )
Total stockholders' deficiency
    (5,567,729 )     (5,369,152 )
    $ 141,658     $ 144,766  
 
SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS

 
-4-

 

SUPERLATTICE POWER, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
(UNAUDITED)

   
THREE MONTHS ENDED
   
August 1, 2008
 
   
October 31,
   
through
 
   
2009
   
2008
   
October 31, 2009
 
                   
Sales
  $ -     $ -     $ -  
                         
Costs and expenses:
                       
General and administrative
    33,771       154,757       239,175  
Research and development
    50,474       5,154       290,017  
 
    84,245       159,911       529,192  
                         
Loss from operations
    (84,245 )     (159,911 )     (529,192 )
                         
Other income (expense):
                       
Interest expense
    (114,332 )     (108,922 )     (567,832 )
                         
Net loss before provision for (benefit from) income taxes
    (198,577 )     (268,833 )     (1,097,024 )
                         
Provision for (benefit from) income taxes
    -       -       -  
                         
Net loss
  $ (198,577 )   $ (268,833 )   $ (1,097,024 )
                         
                         
                         
Net loss per share - basic and diluted - continuing operations
  $ (0.00 )   $ (0.00 )   $ (0.00 )
                         
Weighted shares outstanding - basic and diluted - continuing operations
    345,000,000       345,000,000       345,000,000  
 
SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS

 
-5-

 

SUPERLATTICE POWER, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)

               
Additional
             
   
Common Stock
   
Paid In
   
Accumulated
       
   
Shares
   
Par value
   
Capital
   
Deficit
   
Total
 
Balance July 31, 2008
    115,000,000     $ 115,000     $ (84,107 )   $ (4,604,623 )   $ (4,573,730 )
                                         
Contribution of machinery & equipment
    -       -       103,025       -       103,025  
                                         
Net loss for the year ended
                                       
  July 31, 2009
    -       -       -       (898,447 )     (898,447 )
                                         
Balance July 31, 2009
    115,000,000       115,000       18,918       (5,503,070 )     (5,369,152 )
                                         
3:1 forward stock split
    230,000,000       230,000       (230,000 )     -       -  
                                         
Net loss for the period ended
                                       
  October 31, 2009
    -       -       -       (198,577 )     (198,577 )
                                         
Balance October 31, 2009
    345,000,000     $ 345,000     $ (211,082 )   $ (5,701,647 )   $ (5,567,729 )
 
SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS

 
-6-

 

SUPERLATTICE POWER, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS
(UNAUDITED)

   
THREE MONTHS ENDED
   
August 1, 2008
 
   
October 31,
   
through
 
   
2009
   
2008
   
October 31, 2009
 
                   
Cash Flows from Operating Activities
                 
Net loss
  $ (198,577 )   $ (268,833 )   $ (1,097,024 )
Items not affecting cash flows
                       
Depreciation
    3,010       1,777       15,392  
Changes in operating assets and liabilities
                    -  
Increase (decrease) in prepaid expenses
    -       -       (3,314 )
Increase in accounts payable and accrued expenses
    107,223       230,856       597,773  
Net cash used in operating activities
    (88,344 )     (36,200 )     (487,173 )
                         
Cash Flows from Investing Activities
                       
Purchase of property and equipment
    -       (13,092 )     (17,015 )
                         
                         
Cash Flows from Financing Activities
                       
Proceeds from majority shareholder
    -       -       -  
Advances from related parties
    168,746       33,800       612,486  
Payments to related parties
    (80,500 )     -       (123,900 )
Net cash provided by financing activities
    88,246       33,800       488,586  
                         
Net decrease in cash and cash equivalents
    (98 )     (15,492 )     (15,602 )
                         
Cash and cash equivalents at beginning of period
    191       15,695       15,695  
                         
Cash and cash equivalents at end of period
  $ 93     $ 203     $ 93  
                         
                         
                         
Supplemental information:
                       
Cash paid during the year for:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
Non-cash transactions
                       
Donated Equipment
  $ -     $ 103,025     $ 103,025  
 
SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS

 
-7-

 

SUPERLATTICE POWER, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2009

Note 1. Financial statement presentation

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

As of August 1, 2008, the Company is considered a development stage enterprise as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development Stage Entities" ("ASC 915").  The Company has limited revenue to date, continues to raise capital and there is no assurance that ultimately the Company will achieve a profitable level of operations.

The 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, 2009 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 EVI, formally Hybrid Technologies, Inc.  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, EV Innovations, Inc. sold its controlling interest of the Company’s outstanding common stock to Blue Diamond Investments, Inc. With the sale of our VoIP telecommunications business, named Zingo Telecom, Inc., on May 15, 2008 we intend to concentrate efforts on further development of the lithium batteries technology licensed from EVI, the Company’s former parent.

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

 
-8-

 

Superlattice Power, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2009
 
In connection with the license agreement, the Company has agreed to invest a minimum of $1,500,000 in each of the first two years of the term of the license agreement in development of the technology for the licensed products. In the initial year under the license agreement, the Company invested approximately $314,517 in the development of technology, and therefore is not in compliance with its obligations under this covenant of the license agreement.  EV Innovations has advised the Company in a letter dated October 1, 2009, that it will not give notice of default against the Company for our failure to comply with this covenant in the first year of the term of the license agreement.
 
Effective April 16, 2008, the Company agreed to lease approximately 5,000 square feet of space in EVI’s North Carolina facility.  The leased space will be suitable, and utilized by the Company, for developmental and manufacturing operations for licensed products pursuant to the license agreement.  The leased space is leased on a month-to-month basis at a monthly rental of $2,500, 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 EVI for the purchase price of $29,005.

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

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

Basis of presentation
The Company’s financial statements for the three months ended October 31, 2009 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company had $0 revenue in 2009 and as of October 31, 2009, there was a working capital deficit of approximately $5.7 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.

 
-9-

 

Superlattice Power, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2009

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

SIGNIFICANT ACCOUNTING POLICIES

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

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

Fair value of financial instruments

The Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) on January 1, 2008, for all financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. While the Company adopted the provisions of ASC 820 for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, no such assets or liabilities existed at the balance sheet date. As permitted by ASC 820, the Company delayed implementation of this standard for all nonfinancial assets and liabilities recognized or disclosed at fair value in the financial statements on a nonrecurring basis and adopted these provisions effective August 1, 2009.

The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability.  ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include:  Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of October 31, 2009, the Company held certain financial assets that are measured at fair value on a recurring basis.  These consisted of cash and cash equivalents. The Company does not have any financial assets measured at fair value on a recurring basis as Level 2 or Level 3 and there were no transfers in or out of Level 2 or Level 3 during the three months ended October 31, 2009.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of October 31, 2009.
 
 
-10-

 
 
Superlattice Power, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2009
 
         
Assets at fair value as of October 31, 2009 using
 
         
Quoted prices in
             
         
active markets for
   
Significan other
   
Significant
 
         
identical assets
   
observable inputs
   
unobservable
 
   
        Total        
   
(Level 1)
   
(Level 2)
   
inputs (Level 3)
 
Cash and cash equivalents
  $ 93     $ 93     $ -     $ -  
 
The Company had no financial assets accounted for on a non-recurring basis as of October 31, 2009.

There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the three months ended October 31, 2009 and the Company did not have any financial liabilities as of October 31, 2009.

The Company has other financial instruments, such as receivables, accounts payable and other liabilities which have been excluded from the tables above.  Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values.

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:
 
Lives
   
Furniture and fixtures
 
3-7 years    
Software
 
3-5 years    
Computers
 
5 years       
 
Long-lived assets
The Company  accounts for  long-lived  assets in  accordance  with  FASB ASC 360-10-35, "Impairment or Disposal of Long-Lived Assets" ("ASC 360-10-35"). The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that may suggest impairment.  The Company recognizes impairment when the sum of undiscounted future cash flows is less than the carrying amount of the asset.  The write down of the asset is charged to the period in which the impairment occurs.

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

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

 
-11-

 

Superlattice Power, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2009
 
Revenues
Revenues are recognized at the time that service is completed or the related products have been installed.

Advertising
Advertising costs are expensed and are included in selling, general and administrative expenses.  Total advertising expenditures for the three months ended October 31, 2009 and 2008 were approximately $0 and $50,000 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.

Research and development
No set amount has been set aside for research and development (“R&D”) but all projects and purchases must be approved before being started or purchased.  As of October 31, 2009, there have been expenses allocated to research and development. For the three months ending October 31, 2009, salaries, payroll taxes, and benefits amounted to approximately $50,000 in R&D, parts and supplies was approximately $0, and other R&D were approximately $0.

Recently issued pronouncements
During the first quarter of 2009, the Company implemented additional interim disclosures about fair value of financial instruments, as required by FASB ASC Paragraph 825-10-65-1.  Prior to implementation, disclosures about fair values of financial instruments were only required to be disclosed annually.  As the required modifications only related to additional disclosures of fair values of financial instruments in interim financial statements, the adoption did not affect the Company’s financial position or results of operations.

Beginning in the first quarter of 2009, the Company must disclose the date through which subsequent events have been evaluated, in accordance with the requirements in FASB ASC Paragraph 855-10-50-1.  With regards to the condensed consolidated financial statements and notes to those financial statements contained in this Form 10-Q, the Company has evaluated all subsequent events through December, 2009 (the date the Company’s financial statement are issued).
 
In September 2009, the FASB implemented certain modifications to FASB ASC Topic 860, Transfers and Servicing, as a means to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets, the effects of a transfer on its financial position, financial performance, and cash flows, and a transferor’s continuing involvement, if any, in transferred financial assets. These modifications must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of this standard to have an impact on the Company’s results of operations, financial condition or cash flows.
 
During the first quarter of 2009, the Company adopted the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles in accordance with FASB ASC Topic 105, “Generally Accepted Accounting Principles” (the “Codification”).  The Codification has become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Effective with the Company’s adoption on July 1, 2009, the Codification has superseded all prior non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. As the adoption of the Codification only affected how specific references to GAAP literature have been disclosed in the notes to the Company’s condensed consolidated financial statements, it did not result in any impact on the Company’s results of operations, financial condition or cash flows.
 
-12-


Superlattice Power, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2009
 
Updates to the FASB Codification Applicable to the Company

The FASB has published FASB Accounting Standards Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820)—Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This Update amends Subtopic 820-10, Fair Value Measurements and Disclosures—Overall, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This Update also requires new disclosures, by major category of investments, about the attributes of investments included within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. The Company does not expect the adoption of this standard to have an impact on the Company’s results of operations, financial condition or cash flows.
 
Note 2. Property and equipment

Property and equipment consist of:

   
October 31,
   
July 31,
 
   
2009
   
2009
 
Equipment
  $ 44,255     $ 44,255  
Idle equipment
    87,200       87,200  
Leasehold improvements
    26,360       26,360  
      157,815       157,815  
Less accumulated depreciation
    (19,564 )     (16,554 )
    $ 138,251     $ 141,261  
 
Depreciation expense for the three months ended October 31, 2009 and 2008 was $3,010 and $1,777, respectively.

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

Note 3.  Related party transactions

The Company's principal financing source has been from its former parent, EV Innovations, Inc. On April 15, 2008, Blue Diamond assumed EVI’s debt due from Superlattice.  At October 31, 2009 and July 31, 2009 the Company owed Blue Diamond $4,321,358 and $4,321,358, respectfully. During the three months ended October 31, 2009 and year ended July 31, 2009 the Company received no funds and made no repayments, respectively. As of October 31, 2009 and July 31, 2009, the amount due to Blue Diamond was $4,321,358 and $4,321,358, respectively.
 
The Company received and repaid additional advances from Ayaz Kassam (chief executive and principal financial officer) for the three months ended October 31, 2009 and year ended July 31, 2009 in the amount of $36,000 and $60,000 for October 2009 and $443,740 and $43,400, respectively for the year ended July 31, 2009. As of October 31, 2009 and July 31, 2009, the amount due to Ayaz Kassam was $513,750 and $537,750, respectively.

The Company received and repaid additional advances from SSRI (company that formulates the decisions process) for the three months ended October 31, 2009 and year ended July 31, 2009 in amounts of $19,400 and $9,700, respectively for October 2009, and $0 and $0, respectively for July 2009. As of October 31, 2009 and July 31, 2009, the amount due to SSRI was $9,700 and $0, respectively.
 
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Superlattice Power, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2009
 
The Company received and repaid additional advances from EV Innovations, Inc. (prior parent company) for the three months ended October 31, 2009 and year ended July 31, 2009 in amounts of $113,346 and $10,800, respectively for October 2009 and $0 and $0, respectively for July 2009. As of October 31, 2009 and July 31, 2009, the amount due to EV Innovations, Inc. was $102,546 and $0, respectively.

Without such funding, the Company could not continue in business because it does not have any revenue. Subsequent to the balance sheet date, the Company had received advances from related parties in the amount of $22,629. In addition, the Company repaid $10,625.

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 three months ended October 31, 2009 and 2008 is $114,332 and $108,922, respectively. The related party transaction amounts are reported as a current liability in the balance sheet based on the terms of the agreement.

Note 4.  Capital stock

As discussed in Note 1, the Company entered into an agreement on August 19, 2005, whereby the Company issued 240,000,000 shares of its common stock to the shareholder of Whistler Tel, Inc. in exchange for all of the shares of WhistlerTel. On April 15, 2008 the 240,000,000 shares were sold to Blue Diamond Investments. On May 15, 2008, the subsidiary, Zingo Telecom, was sold to a private investor.
 
On September 17, 2009, the Company’s Board of Directors declared a three-for-one forward stock split of the Company’s common stock that was effected in the form of a stock dividend. A three-for-one forward split in our common stock was effective October 19, 2009. The Certificate of Change filed with the Nevada Secretary of State on September 18, 2009, providing for the forward split changed the number of shares of our outstanding common stock from 115,000,000 to 345,000,000, and the number of shares of our authorized common stock in the same ratio, from 250,000,000 to 750,000,000. All share and per share amounts have been restated to reflect the three-for-one forward stock split except for stockholders’ deficiency.
 
See Note 5 “Net loss per common share,” for the impact on the Company’s earnings per share amounts as a result of the stock split. This stock split resulted in the issuance of 230 million additional shares of common stock and was accounted for by the transfer of $230,000 from additional paid-in capital to common stock, which is the amount equal to the par value of the additional shares issued to affect the stock split.

Note 5.  Net loss per common 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
October 31, 2009
 
The following table sets forth the reconciliation of the basic and diluted net loss per common share computations for the three months ended October 31, 2009 and 2008.
 
   
THREE MONTHS ENDED
 
   
October 31,
 
   
2009
   
2008
 
Continuing operations:
           
Basic and diluted EPS:
           
Net loss ascribed to common shareholders - basic and diluted
  $ (198,577 )   $ (268,833 )
Weighted shares outstanding - basic and diluted
    345,000,000       345,000,000  
Basic and diluted net loss per common share
  $ (0.00 )   $ (0.00 )
 
Net loss per common share for the three months ended October 31, 2008 has been revised.  This revision was immaterial to the Company’s consolidated results of operations and financial position. See below for further discussion. All share and per share amounts have been restated to reflect the three-for-one forward stock split as discussed in Note 4.

The amounts previously reported for three months ended October 31, 2008, were as follows:
   
THREE MONTHS ENDED
 
   
October 31,
 
   
2008
 
Continuing operations:
     
Basic and diluted loss per common share
  $ (0.00 )
 
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, EV Innovations, Inc.).  There are no guarantees that the Company will continue to be able to raise the funds necessary.  Additionally, the lack of capital may limit the Company's ability to establish and maintain existing business and establish future viable business.

 
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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
 
We were incorporated on July 15, 2002 under the laws of the State of Nevada. We changed our business in 2008, entering into a license agreement with EV Innovations on April 15, 2008, for the license of the development of their lithium battery technology, and we sold our Zingo Telecom, Inc. and M/S Zingo Bpo Services Pvt. Ltd. subsidiaries that offered telecommunications services to business and residential customers utilizing VoIP technology on May 15, 2008.  To reflect our new business, we changed our name from Zingo, Inc. to Superlattice Power, Inc. on April 25, 2008.
 
A 3-for-1 forward split in our common stock was effective October 19, 2009. The Certificate of Change filed with the Nevada Secretary of State on September 18, 2009, providing for the forward split changed the number of shares of our outstanding common stock from 115,000,000 to 345,000,000, and the number of shares of our authorized common stock in the same ratio, from 250,000,000 to 750,000,000.
 
THREE MONTHS ENDED OCTOBER 31, 2009 AS COMPARED WITH THREE MONTHS ENDED OCTOBER 31, 2008

We  incurred  a net loss of $198,577 for the three months ended October 31, 2009, which included general and administrative costs of $33,771 and research and development expense of $50,474.

We had no sales for the three month period ended October 31, 2009. Our net loss for the three-month  period  ended  October 31, 2009, decreased from the three-month period ended October 31, 2008 (from $268,833 for the prior period to $198,577 in 2009). This was primarily due to lower general and administrative costs of $33,771 in the three months ended October 31, 2009, as compared with $154,757 in the prior period, due to inclusion in the prior period of approximately $70,000 of research and development expense in general and administrative expense, as well as advertising expense of approximately $50,000 in 2008 as compared with $-0- in 2009.  We incurred interest expense of $114,332 in 2009, as compared to $108,922 in the prior period.  We incurred research and development costs of $50,474, as compared to $5,154 in the prior period, due to research and development costs of approximately $70,000 in 2008 having been included in general and administrative expense.

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 EV Innovations

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

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

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

Effective April 16, 2008, we agreed to lease approximately 5,000 square feet of space (“Leased Space”) in EV Innovations’ North Carolina facility, such Leased Space to be suitable for, and utilized by us for, our developmental and manufacturing operations for Licensed Products pursuant to the License Agreement.  The Leased Space is leased by EV Innovations to us on a month-to-month basis at a monthly rental of $2,500, the monthly rental to be escalated five (5%) percent annually. Effective April 16, 2008, EV Innovations also sold us for the purchase price of $29,005, specified equipment and supplies related to the licensed intellectual property.
 
Sale of our Telecom Subsidiaries
 
At a closing held on May 15, 2008, we sold for $215,000 the 75,000 outstanding shares of common stock, constituting 100% of the outstanding stock, of our subsidiary Zingo Telecom, Inc.  In addition, at the closing, we assigned and transferred all receivables or debt obligations of Zingo Telecom owing to or held by us at the closing date, and all outstanding shares of M/S Zingo Bpo Services Pvt. Ltd., our subsidiary incorporated in India.
 
5.2     Liquidity and Capital Resources

   As of October 31, 2009, we had cash on hand of $93.  Our liabilities at October 31, 2009 totaled $5,709,387, as compared with $5,513,918 at July 31, 2009; and our property plant and equipment net decreased to $138,251 at October 31, 2009, as compared with $141,261 at July 31, 2009.

At October 31, 2009, we had a working  capital  deficiency of $5,705,980 and a stockholders deficit of $5,567,729.

We used net cash in operating activities of $88,344 in the three months ended July 31, 2009, as compared with $36,200 in the comparable period in 2008, and cash flow used in investing activities for the purchase of property, plant and equipment was $13,092 in 2008, as compared with $-0- in 2009.  Cash flow provided by investing activities in 2008, included $13,092 for the purchase of property, plant and equipment.

 
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In the three months ended October 31, 2009, we had received approximately $88,246 in net advances from related parties, giving effect to payments to related parties of $80,500, as compared with advances from related parties of $33,800 in 2008.

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

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

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

CRITICAL ACCOUNTING POLICIES

Recently issued pronouncements

During the first quarter of 2009, the Company implemented additional interim disclosures about fair value of financial instruments, as required by FASB ASC Paragraph 825-10-65-1.  Prior to implementation, disclosures about fair values of financial instruments were only required to be disclosed annually.  As the required modifications only related to additional disclosures of fair values of financial instruments in interim financial statements, the adoption did not affect the Company’s financial position or results of operations.

Beginning in the first quarter of 2009, the Company must disclose the date through which subsequent events have been evaluated, in accordance with the requirements in FASB ASC Paragraph 855-10-50-1.  With regards to the condensed consolidated financial statements and notes to those financial statements contained in this Form 10-Q, the Company has evaluated all subsequent events through December, 2009 (the date the Company’s financial statement are issued).
 
In September 2009, the FASB implemented certain modifications to FASB ASC Topic 860, Transfers and Servicing, as a means to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets, the effects of a transfer on its financial position, financial performance, and cash flows, and a transferor’s continuing involvement, if any, in transferred financial assets. These modifications must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of this standard to have an impact on the Company’s results of operations, financial condition or cash flows.
 
 
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During the first quarter of 2009, the Company adopted the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles in accordance with FASB ASC Topic 105, “Generally Accepted Accounting Principles” (the “Codification”).  The Codification has become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Effective with the Company’s adoption on July 1, 2009, the Codification has superseded all prior non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. As the adoption of the Codification only affected how specific references to GAAP literature have been disclosed in the notes to the Company’s condensed consolidated financial statements, it did not result in any impact on the Company’s results of operations, financial condition or cash flows.

Updates to the FASB Codification Applicable to the Company

The FASB has published FASB Accounting Standards Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820)—Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This Update amends Subtopic 820-10, Fair Value Measurements and Disclosures—Overall, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This Update also requires new disclosures, by major category of investments, about the attributes of investments included within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. The Company does not expect the adoption of this standard to have an impact on the Company’s results of operations, financial condition or cash flows.
 
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.

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 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 8, 2009

 
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