SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2011
SKY POWER SOLUTIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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000-24459
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90-0314205
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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420 N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada 89110
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
888-641-3912
Superlattice Power, Inc.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
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Change of Company’s Name to Sky Power Solutions Corp. and Reverse Stock Split
On April 2, 2011, our Board of Directors authorized the merger with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of our company was changed to Sky Power Solutions Corp. On April 2, 2011, the Board also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:300 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:300 ratio, from 750,000,000 shares to 2,500,000 shares. Both of these corporate actions were permitted to be taken by the Company’s Board of Directors without stockholder approval under Nevada NRS 92A.180 (for the merger with the subsidiary and name change) and NRS 78.207 (for the change in authorized and outstanding stock), and were authorized to be effective upon receipt of FINRA approval for trading purposes.
The change of the Company’s name to Sky Power Solutions Corp. and the 1:300 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on April 26, 2011.
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Item 9.01.
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Financial Statements and Exhibits.
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3.1c
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Articles of Merger with Subsidiary Amending Articles of Incorporation to change name of Company to Sky Power Solutions Corp., filed April 7,
2011.
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3.1d
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Certificate of Change, filed April 8, 2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUPERLATTICE POWER, INC.
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Dated: April 27, 2011
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By:
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/s/ Mehboob Charania
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Mehboob Charania, President
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EXHIBIT 3.1c
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708
Website:
www.nvsos.gov
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Filed in the office of
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Document Number
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Ross Miller
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20110264614
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Filing Date and Time
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Secretary of State
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04/07/2011 3:45 PM
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State of Nevada
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Entity Number
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C17574-2002
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
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1)
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Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ___and attach an 81/2" x11" blank sheet containing the required information for each additional entity.
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Sky Power Solutions Corp.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type*
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and,
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Superlattice Power, Inc.
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Name of surviving entity
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Nevada
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Corporation
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Jurisdiction
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Entity type*
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* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust. Filing Fee: $350.00
This form must be accompanied by appropriate fees.
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger -NRS 92A.1 90):
4894 Lone Mountain Road, #168
Las Vegas, NV 89130
3) (Choose one)
[ ] The under signed declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
[X] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.180) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box [ ] and attach an 81/2 x 11 blank sheet containing the required information for each additional entity):
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(a) Owner's approval was not required from
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Sky Power Solutions Corp.
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Superlattice Power, Inc.
Name of Surviving Entity, if applicable
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~
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Nevada Secretary of State 92A Merger Page 2 Revised: 7-1-08
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(b) The plan was approved by the required consent of the owners of *:
Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or;
Name of surviving entity, if applicable
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 3 Revised: 7-1-08
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(c) Approval of plan of merger for Nevada non-profit corporation (N RS 92A. 160):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 4 Revised: 7-1-08
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
Article I of the Articles of Incorporation is amended to read as follows:
The name of the Corporation is Sky Power Solutions Corp.
6) Location of Plan of Merger (check a or b):
[ ] (a) The entire plan of merger is attached; or,
[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional)**:
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.1 80 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 5 Revised: 7-1-08
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
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(if there are more than four merging entities, check box
1-1
and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):
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Sky Power Solutions Corp.
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Name of merging entity
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/s/ Mehboob Charania
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President
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April 7, 2011
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Signature
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Title
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Date
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Superlattice Power, Inc.
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Name of surviving entity
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X
/s/ Mehboob Charania
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President
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April 7, 2011
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Signature
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Title
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Date
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·
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The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
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IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 6 Revised: 7-1-08
EXHIBIT 3.1d
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ROSS MILLER Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website:
www.nvsos.gov
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Certificate of Change Pursuant
to NRS 78.209
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Filed in the office of
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Document Number
20110265464-51
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_
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Filing Date and Time
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Ross Miller
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4/08/2011 8:55 AM
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Secretary of State
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Entity Number
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State of Nevada
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C17574-2002
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USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Change filed Pursuant to NRS 78.209
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Name of corporation:
For Nevada Profit Corporations
Sky Power Solutions Corp.
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The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3.
The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
750,000,000 shares of common stock, par value $.001 per share
4.
The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
2,500,000 shares of common stock, par value $.001 per share
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The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
One for 300
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The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of
scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares
affected thereby:
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Effective date of filing: (optional)
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Signature: (required)
(must not be later than 90 days after the certificate is filed)
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X
/s/ Mehboob Charania
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President
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Title
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Signature of Officer
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State Stock Split
Revised: 3-6-09
