U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
| x | Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 |
For the fiscal year ended: July 31, 2009
| ¨ | Transition Report Under Section 13 or 15(d) Of The Securities Exchange Act Of 1934 |
For the transition period from __________ to __________
COMMISSION FILE NUMBER: 000-50693
(Name of Registrant as Specified in Its Charter)
| NEVADA | | 90-0314205 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| 420 N. Nellis Blvd., Suite A3-146 | | |
| Las Vegas, Nevada | | 89110 |
| (Address of principal executive offices) | | (Zip Code) |
Issuer's telephone number
Securities registered under
Section 12(b) of the Exchange Act: NONE
Securities registered under
Section 12(g) of the Exchange Act: COMMON STOCK, PAR VALUE $0.001 PER SHARE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x
Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d)Of the Act.
¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ 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
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $8,050,000.
Number of shares of Common Stock outstanding as of October 19, 2009: 345,000,000.
Documents incorporated by reference: None
AS A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OF THE COMPANY’S PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS AMENDMENT NO. 1 TO OUR FORM 10-K FOR THE YEAR ENDED JULY 31, 2009 (THE “2009 FORM 10-K”). THIS AMENDMENT NO. 1 AMENDS THE 18 U.S.C. SECTION 1350 CERTIFICATION OF THE COMPANY’S CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER TO CONFORM THE CERTIFICATION TO THE FORMAT REQUIRED BY THE COMMISSION UNDER ITS RULES AND REGULATIONS. IN ORDER TO PRESERVE THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE 2009 FORM 10-K AS OF OCTOBER 22, 2009, THE DATE ON WHICH THE 2009 10-K WAS FILED, NO ATTEMPT EXCEPT AS DESCRIBED ABOVE HAS BEEN MADE IN THIS AMENDMENT NO. 1 TO MODIFY OR UPDATE DISCLOSURES. THIS AMENDMENT HAS BEEN SIGNED BY THE COMPANY’S CHIEF EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND SOLE DIRECTOR.
Item 15. Exhibits and Financial Statement Schedules
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. (Incorporated by reference to Exhibit 3.1b to the Company’s Annual Report on Form 10-K, filed with the Commission on October 22, 2009.) |
| 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.) |
| 31 | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 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. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUPERLATTICE POWER, INC.
Chief Executive Officer and Principal Financial Officer
Date: June 8, 2010
In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Ayaz Kassam
(President, Chief Executive Officer and Director)
Date: June 8, 2010
EXHIBIT INDEX
| 31 | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32 | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
