(Mark
One)
|
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the Fiscal Year Ended July 31, 2010
|
|
or
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the transition period from
to
|
Nevada
(State
or Other Jurisdiction
of
Incorporation or Organization)
|
90-0314205
(I.R.S.
Employer
Identification
No.)
|
|
420
N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada
(Address
of Principal Executive Offices)
|
89110
(Zip
Code)
|
Item
1. Business.
|
3
|
Item
1A. Risk Factors.
|
5
|
Item
1B. Unresolved Staff Comments.
|
7
|
Item
2. Properties.
|
7
|
Item
3. Legal Proceedings.
|
7
|
Item
4. [Removed and Reserved.]
|
7
|
Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
|
7
|
Item
6. Selected Financial Data.
|
8
|
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
|
8
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk.
|
10
|
Item
8. Financial Statements and Supplementary Data.
|
10
|
Item
9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
|
23
|
Item
9A (T). Controls and Procedures.
|
23
|
Item
9B. Other Information.
|
24
|
Item
10. Directors, Executive Officers and Corporate
Governance.
|
24
|
Item
11. Executive Compensation.
|
25
|
Item
12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
25
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
|
25
|
Item
14. Principal Accountant Fees and Services.
|
26
|
Item
15. Exhibits and Financial Statement Schedules.
|
28
|
Period
|
High*
|
Low*
|
||||||
August
1, 20007 to October 31, 2007
|
$ | 0.83 | $ | 0.21 | ||||
November
1, 2007 to January 31, 2008
|
$ | 0.20 | $ | 0.10 | ||||
February
1, 2008 to April 30, 2008
|
$ | 0.15 | $ | 0.12 | ||||
May
1, 2008 to July 31, 2008
|
$ | 0.84 | $ | 0.11 | ||||
August
1, 2008 to October 31, 2008
|
$ | 0.69 | $ | 0.27 | ||||
November
1, 2008 to January 31, 2009
|
$ | 0.20 | $ | 0.05 | ||||
February
1, 2009 to April 30, 2009
|
$ | 0.22 | $ | 0.05 | ||||
May
1, 2009 to July 31, 2009
|
$ | 0.15 | $ | 0.26 | ||||
August
1, 2009 to October 31, 2009
|
$ | 0.76 | $ | 0.13 | ||||
November
1, 2009 to January 31, 2010
|
$ | 0.18 | $ | 0.03 | ||||
February
1, 2010 to April 30, 2010
|
$ | 0.06 | $ | 0.03 | ||||
May
1, 2010 to July 31, 2010
|
$ | 0.05 | $ | 0.01 |
July 31,
|
||||||||
2010
|
2009
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 158 | $ | 191 | ||||
Prepaid
expenses and other current assets
|
- | 3,314 | ||||||
Total
current assets
|
158 | 3,505 | ||||||
Property
and equipment, net
|
72,719 | 141,261 | ||||||
Total
assets
|
$ | 72,877 | $ | 144,766 | ||||
Liabilities
and Stockholders' Deficiency
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 1,076,413 | $ | 654,810 | ||||
Notes
payable
|
841,207 | - | ||||||
Due
to related parties
|
4,321,358 | 4,859,108 | ||||||
Total
current liabilities
|
6,238,978 | 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 July 31, 2010 and 115,000,000 at July 31, 2009
respectively
|
345,000 | 115,000 | ||||||
Additional
paid-in capital
|
(211,082 | ) | 18,918 | |||||
Accumulated
deficit
|
(6,300,019 | ) | (5,503,070 | ) | ||||
Stockholders'
deficiency
|
(6,166,101 | ) | (5,369,151 | ) | ||||
Total
liabilities and stockholders' deficiency
|
$ | 72,877 | $ | 144,766 |
For the Year Ended
|
For the Period
|
|||||||||||
July 31,
|
August 1, 2008
|
|||||||||||
2010
|
2009
|
- July 31, 2010
|
||||||||||
Net
sales
|
$ | - | $ | - | $ | - | ||||||
Operating
expenses:
|
||||||||||||
General
and administrative
|
216,789 | 205,404 | 422,193 | |||||||||
Research
and development
|
169,204 | 239,543 | 408,747 | |||||||||
Loss
from continuing operations
|
(385,993 | ) | (444,947 | ) | (830,940 | ) | ||||||
Other
expenses/(income)
|
||||||||||||
Interest
expense
|
(410,956 | ) | (453,500 | ) | (864,456 | ) | ||||||
Net
loss before provision for (benefit from) income taxes
|
(796,949 | ) | (898,447 | ) | (1,695,396 | ) | ||||||
Provision
for (benefit from) income taxes
|
- | - | - | |||||||||
Net
loss
|
$ | (796,949 | ) | $ | (898,447 | ) | $ | (1,695,396 | ) | |||
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
average number of common shares outstanding - basic and
diluted
|
345,000,000 | 345,000,000 |
For the Year Ended
|
For the Period
|
|||||||||||
July 31,
|
August 1, 2008
|
|||||||||||
2010
|
2009
|
- July 31, 2010
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (796,949 | ) | $ | (898,447 | ) | $ | (1,695,396 | ) | |||
Adjustments
to reconcile net loss to net cash utilized by operating
activities
|
||||||||||||
Depreciation
|
68,542 | 12,382 | 80,924 | |||||||||
Increase
(decrease) in cash flows from changes in operating assets and
liabilities
|
||||||||||||
Prepaid
expenses and other current assets
|
3,314 | (3,314 | ) | - | ||||||||
Accounts
payable and accrued expenses
|
421,603 | 490,550 | 912,153 | |||||||||
Net
cash used in operating activities
|
(303,490 | ) | (398,829 | ) | (702,319 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Additions
to property and equipment
|
- | (17,015 | ) | (17,015 | ) | |||||||
Net
cash utilized in investing activities
|
- | (17,015 | ) | (17,015 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from issuance of debt
|
1,282,988 | - | 1,282,988 | |||||||||
Advances
from related parties
|
533,403 | 443,740 | 977,143 | |||||||||
Payments
for debt
|
(441,781 | ) | - | (441,781 | ) | |||||||
Payments
to related parties
|
(1,071,153 | ) | (43,400 | ) | (1,114,553 | ) | ||||||
Net
cash provided by financing activities
|
303,457 | 400,340 | 703,797 | |||||||||
CHANGE
IN CASH AND CASH EQUIVALENTS
|
||||||||||||
Net
increase (decrease) in cash and cash equivalents
|
(33 | ) | (15,504 | ) | (15,537 | ) | ||||||
Cash
and cash equivalents at beginning of year
|
191 | 15,695 | 15,695 | |||||||||
Cash
and cash equivalents at end of year
|
$ | 158 | $ | 191 | $ | 158 | ||||||
SUPPLEMENTAL
CASH FLOW DISCLOSURES
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH ACTIVITIES
|
||||||||||||
Donated
equipment
|
$ | - | $ | 103,025 | $ | 103,025 |
Common
|
||||||||||||||||||||
Number of
|
Shares $0.001
|
Additional paid
|
Accumulated
|
|||||||||||||||||
Common Shares
|
Par Value
|
in capital
|
Deficit
|
Total
|
||||||||||||||||
Balance
- August 1, 2008
|
115,000,000 | $ | 115,000 | $ | (84,107 | ) | $ | (4,604,623 | ) | $ | (4,573,730 | ) | ||||||||
Contribution
of machinery & equipment
|
- | - | 103,025 | - | 103,025 | |||||||||||||||
Net
Loss
|
- | - | - | (898,447 | ) | (898,447 | ) | |||||||||||||
Balance
- July 31, 2009
|
115,000,000 | 115,000 | 18,918 | (5,503,070 | ) | (5,369,152 | ) | |||||||||||||
Three-for-one
stock split
|
230,000,000 | 230,000 | (230,000 | ) | - | - | ||||||||||||||
Net
Loss
|
- | - | - | (796,949 | ) | (796,949 | ) | |||||||||||||
Balance
- July 31, 2010
|
345,000,000 | $ | 345,000 | $ | (211,082 | ) | $ | (6,300,019 | ) | $ | (6,166,101 | ) |
Level 1
|
- Observable
inputs such as quoted market prices in active
markets
|
Level 2
|
- Inputs
other than quoted prices in active markets that are either directly or
indirectly observable
|
Level 3
|
-
Unobservable inputs about which little or no market data exists, therefore
requiring an entity to develop its own
assumptions
|
Assets at Fair Value as of July 31, 2010 and 2009 Using
|
||||||||||||||||
Quoted Prices in
|
||||||||||||||||
Activated Markets for
|
Significant Other
|
Significant Observable
|
||||||||||||||
Identical Asssets
|
Observable Inputs
|
Inputs
|
||||||||||||||
Total
|
(Level 1)
|
(Level 2)
|
(Level 2)
|
|||||||||||||
July
31, 2010
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 158 | $ | 158 | $ | - | $ | - | ||||||||
July
31, 2009
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 191 | $ | 191 | $ | - | $ | - |
Lives
|
|
Furniture
and Fixtures
|
10
years
|
Software
|
3-5
years
|
Computers
|
5
years
|
July 31, 2010
|
July 31, 2009
|
|||||||
Equipment
|
$ | 131,455 | $ | 131,455 | ||||
Leasehold
improvements
|
26,360 | 26,360 | ||||||
Property
and equipment, gross
|
157,815 | 157,815 | ||||||
Less:
Accumulated depreciation
|
(85,096 | ) | (16,554 | ) | ||||
Property
and equipment, net
|
$ | 72,719 | $ | 141,261 |
July 31, 2010
|
July 31, 2009
|
|||||||
Accounts
payable
|
$ | 36,690 | $ | 41,439 | ||||
Wages,
paid leave and payroll related taxes
|
23,196 | 12,760 | ||||||
Other
accrued expenses
|
25,000 | 20,040 | ||||||
Accrued
interest
|
991,527 | 580,571 | ||||||
Total
|
$ | 1,076,413 | $ | 654,810 |
Year
Ended
|
Year
Ended
|
|||||||||||||||||||||||
July 31, 2010
|
July 31, 2009
|
|||||||||||||||||||||||
Income
|
Shares
|
Per-Share
|
Income
|
Shares
|
Per-Share
|
|||||||||||||||||||
(Numerator)
|
(Denominator)
|
Amount
|
(Numerator)
|
(Denominator)
|
Amount
|
|||||||||||||||||||
Net
Income (Loss)
|
$ | (796,949 | ) | $ | (898,447 | ) | ||||||||||||||||||
Basic
EPS
|
(796,949 | ) | 345,000,000 | (0.00 | ) | (898,447 | ) | 345,000,000 | (0.00 | ) | ||||||||||||||
Effect
of dilutive securities
|
- | - | ||||||||||||||||||||||
Diluted
EPS
|
$ | (796,949 | ) | 345,000,000 | (0.00 | ) | $ | (898,447 | ) | 345,000,000 | (0.00 | ) |
Year Ended
|
||||
July 31, 2009
|
||||
Weighted
shares outstanding, basic and diluted
|
115,000,000 | |||
Basic
and deluted loss per common share
|
$ | (0.01 | ) |
Name
|
Age
|
Office
|
||
Ayaz
Kassam
|
44
|
President,
Chief Executive
|
||
Officer,
Treasurer, Secretary and
Director
|
Change in
|
|||||||||||||||||||||||||||||
Non-Equity
|
Pension Value and
|
||||||||||||||||||||||||||||
Incentive
|
Nonqualified
|
||||||||||||||||||||||||||||
Plan
|
Deferred
|
All Other
|
|||||||||||||||||||||||||||
Name and Principal
|
Stock
|
Option
|
Compensation
|
Compensation
|
Compensation
|
||||||||||||||||||||||||
Position (a)
|
Year (b)
|
Salary $ (c)
|
Bonus $ (d)
|
Awards $ (e)
|
Awards $ (f)
|
$ (g)
|
Earnings $ (h)
|
(i)
|
|||||||||||||||||||||
Ayaz
Kassam,
|
2009
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | - | |||||||||||||||
President
and Chief
|
|||||||||||||||||||||||||||||
Executive
Officer
|
|||||||||||||||||||||||||||||
2010
|
- | - | - | - | - | - | - |
Amount and Nature of Beneficial
|
||||||
Name and Address of Beneficial Owner
|
Ownership
|
Percentage of Class
|
||||
Resolution
Capital Group, Inc.
|
206,000,000
Common Shares
|
59.71 | % | |||
55613
Lizarraga Ave., P.O. BOX 2079
|
||||||
Belize
City, Belize
|
(5)
|
It
is the policy of our board of directors that before the accountant is
engaged to render audit or non-audit services, the engagement is approved
by the Board of Directors that is at present acting as the Audit
Committee.
|
Exhibit
No.
|
Description
|
|
3.1
|
Articles
of Incorporation of the Company. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed
with the Commission on May 7, 2003.)
|
|
3.1a
|
Articles
of Merger, effective May 12, 2008, providing for the merger of
Superlattice Power, Inc., a wholly-owned subsidiary of the Company into
the Company. (Incorporated herein by reference to Exhibit 3.1a to the
Company’s Annual Report on Form 10-K, filed October 29,
2008.)
|
|
3.1b
|
Certificate
of Change, effective October 19, 2009, providing for a 3-for-1 stock split
and increase in authorized common stock, filed
herewith.
|
|
3.2
|
By-Laws
of the Company. (Incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form SB-2 filed with the Commission on
May 7, 2003.)
|
|
10.4
|
Agreement
and Plan of Reorganization, dated as of August 18, 2005, among the
Company, Whistlertel, Inc. and Hybrid Technologies, Inc. (Incorporated by
reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K,
filed with the Commission on August 24, 2005.)
|
|
10.5
|
License
Agreement, dated April 14, 2008, between the Company and Hybrid
Technologies, Inc. (Incorporated by reference to Exhibit 10.5 to the
Company’s Current Report on Form 8-K, filed with the Commission on April
21, 2008.
|
|
10.6
|
Stock
Purchase Agreement, dated May 15, 2008, between the Company and Heritage
Asset Management Inc.(Incorporated by reference to Exhibit 10.6 to the
Company’s Current Report on Form 8-K, filed with the Commission on May 21,
2008.)
|
|
10.7
|
EV
Innovations, Inc. letter to the Company, dated October 1, 2009, waiving
default under April 14, 2008 License Agreement, (Incorporated by reference
to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with
the Commission on October 22, 2009.
|
|
10.8
|
Amendment,
dated May 25, 2010, to License Agreement, dated April 14, 2008, between
the Company and Li-ion Motors Corp. (formerly Hybrid Technologies, Inc.),
filed herewith.
|
|
32
|
Certification
of Chief Executive Officer and Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed
herewith.
|
SUPERLATTICE
POWER, INC.
|
||
By:
|
/s/
Ayaz Kassam
|
|
Chief
Executive Officer and Principal Financial Officer
|
||
Date:
October 29, 2010
|
By:
|
/s/
Ayaz Kassam
|
|
Ayaz
Kassam
|
||
(President,
Chief Executive Officer and Director)
|
||
Date:
October 29, 2010
|
10.8
|
Amendment,
dated May 25, 2010, to License Agreement, dated April 14, 2008, between
the Company and Li-ion Motors Corp. (formerly Hybrid Technologies,
Inc.).
|
|
31
|
Certification
of Chief Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes- Oxley Act of
2002.
|
|
32
|
Certification
of Chief Executive Officer and Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
SUPERLATTICE
POWER, INC.
|
LI-ION
MOTORS CORP.
|
|||
/s/
Ayaz Kassam
|
/s/
Stacey Fling
|
|||
By:
|
By:
|
|
||
Ayaz
Kassam
|
Stacey
Fling
|
|||
President
|
President
|
|||
Superlattice
Power, Inc.
|
Li-ion
Motors,
Corp.
|
|
1.
|
I
have reviewed this annual report
on Form 10-K of Superlattice Power,
Inc.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements,
and other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
|
4.
|
I
am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and
have:
|
|
a.
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed
under our supervision to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b.
|
designed
such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in
accordance with generally accepted accounting
principles;
|
|
c.
|
evaluated
the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based
on such evaluation; and
|
|
d.
|
disclosed
in this report any change in the registrant's internal
control over financial reporting
that occurred during the registrant's
most recent fiscal quarter (the registrant's
fourth quarter in the case of an
annual report) that has materially affected, or
is reasonably likely to materially affect,
the registrant's internal control over financial reporting;
and
|
|
5.
|
The
Registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial
reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize
and report financial information;
and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's
internal control over financial
reporting.
|
DATE:
October 29, 2010
|
/s/
Ayaz Kassam
|
Ayaz
Kassam, Chief Executive Officer and Principal Financial
Officer
|
/s/
Ayaz Kassam
|
|
Ayaz
Kassam
|
|
Chief
Executive Officer and
|
|
October
29, 2010
|
Principal
Financial Officer
|