10-Q 1 form10q.htm FORM 10-Q EPOD Solar Inc.: Form 10-Q- Prepared by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2010

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to ____

Commission File No. 000-53459

EPOD SOLAR INC.

(Exact name of registrant as specified in its charter)

Nevada 20-3551488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

#5 – 215 Neave Road
Kelowna, British Columbia, Canada V1V 2L9
(Address of principal executive offices, zip code)

(250) 491-8111
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Check whether the issuer (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. Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (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 Exchange Act Rule 12b-2 of the Exchange Act): Yes [X] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 14, 2010, there were 2,849,000 shares of the issuer’s common stock, par value $0.001 per share, outstanding.


EPOD SOLAR INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED FEBRUARY 28, 2010

   INDEX 
Index     Page

Part I.
Financial Information 4
  Item 1. Financial Statements 4
    Balance Sheets as of February 28, 2010 (unaudited) and May 31, 2009 4
Statements of Operations – for the three and nine months ended February 28, 2010 and 2009 and the period from November 2, 2007 (inception) to February 28, 2010 (unaudited) 5
Statements of Cash Flows – for the nine months ended February 28, 2010 and 2009 and the period from November 2, 2007 (inception) to February 28, 2010 (unaudited) 6
    Notes to Financial Statements (unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
  Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
  Item 4. Controls and Procedures 9

Part II.
Other Information 9
  Item 1. Legal Proceedings 10
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
  Item 3. Defaults Upon Senior Securities 10
  Item 4. Submission of Matters to a Vote of Security Holders 10
  Item 5. Other Information 10
  Item 6. Exhibits 11

Signatures
  11

Certifications
  12

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this annual report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to increase our revenues, develop our brands, implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control.

You should consider the areas of risk described in connection with any forward-looking statements that may be made in this annual report. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this annual report in its entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this annual report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

EPOD SOLAR INC.            
(A Development Stage Company)            
BALANCE SHEETS            
             
    February 28,        
    2010     May 31, 2009  
    (unaudited)        
ASSETS            

Current assets
           
Cash $  -   $  4,287  
Prepaid Expenses   940     -  

Total current assets
  940     4,287  

Total assets
$  940   $  4,287  

LIABILITIES
           
Accounts payable $  14,141   $  1,823  
Due to a related party   41,206     23,283  
Total liabilities   55,347     25,106  

COMMITMENTS
           

STOCKHOLDERS’ DEFICIT
           
Common stock            
75,000,000 common shares with a par value of $0.001 Issued and outstanding:        
2,849,000 and 3,775,000 common shares as at February 28, 2010 and May 31, 2009 respectively   2,849     3,775  
Additional paid in capital   45,970     24,225  
Deficit accumulated during the development stage   (103,226 )   (48,819 )
Total stockholders’ deficit   (54,407 )   (20,819 )
Total liabilities and stockholders’ deficit $  940   $  4,287  

See accompanying notes to financial statements

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EPOD SOLAR INC.                              
(A Development Stage Company)                          
STATEMENTS OF OPERATIONS                          
(UNAUDITED)                              
                               
                            November  
    Three Months     Three Months     Nine Months     Nine Months     2, 2007  
    Ended     Ended     Ended     Ended     (Inception) to  
    February 28,     February 28,     February 28,     February 28,     February 28,  
    2010     2009     2010     2009     2010  

General and administrative
$  (4,320 ) $  (13,995 ) $  (54,407 ) $  (39,547 ) $  (103,226 )
Net loss $  (4,320 ) $  (13,995 ) $  (54,407 ) $  (39,547 ) $  (103,226 )

Basic and diluted loss per share
$  (0.00 ) $  (0.00 ) $  (0.02 ) $  (0.01 )      

Weighted average number of
shares outstanding
  2,849,000     3,775,000     2,950,758     3,775,000      

See accompanying notes to financial statements

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EPOD SOLAR INC.                  
(A Development Stage Company)                  
STATEMENTS OF CASH FLOWS                  
(UNAUDITED)                  
                   
                November  
    Nine Months     Nine Months     2, 2007  
    Ended     Ended     (Inception)  
    February 28,     February 28,     to February 28,  
    2010     2009     2010  
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net loss $  (54,407 ) $  (39,547 ) $  (103,226 )
Adjustments to reconcile net loss to net cash provided by (used                  
in) operating activities:                  
Impairment of mineral property   -     3,600     3,600  
Change in operating assets and liabilities                  
Prepaid expenses   (940 )   -     (940 )
Accounts payable   12,318     2,739     14,141  
Net cash used in operating activities   (43,029 )   (33,208 )   (86,425 )

CASH FLOWS FROM INVESTING ACTIVITIES
                 
Mineral property acquisition   -     -     (3,600 )
Net cash used in investing activities   -     -     (3,600 )

CASH FLOWS FROM FINANCING ACTIVITIES
                 
Advances from related parties   38,742     14,865     62,025  
Proceeds from sale of stock   -     -     28,000  
Net cash provided by financing activities   38,742     14,865     90,025  
 

INCREASE (DECREASE) IN CASH

  (4,287 )   (18,343 )   -  

CASH, BEGINNING
  4,287     21,722     -  
CASH, ENDING $  -   $  3,379   $  -  

Supplemental cash flow information
                 
Interest paid $  -   $  -   $  -  
Income taxes paid $  -   $  -   $  -  

Non-cash transactions:
                 
Shareholder forgiveness of debt $  20,819   $  -   $  20,819  

See accompanying notes to financial statements

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EPOD SOLAR INC.
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Company)
February 28, 2010
(UNAUDITED)

1.

NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada on November 2, 2007 and is in the development stage as defined by Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.

On July 10, 2009, the Company received shareholder approval for a name change from Allora Minerals, Inc. to EPOD Solar, Inc. and that it has amended its Articles of Incorporation, which became effective on July 16, 2009, following the filing of the Amendment with the Secretary of State of Nevada. On August 12, 2009, EPOD Solar received approval for the name change and started trading under the new ticker symbol EPDS on the OTC bulletin board.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted from these unaudited financial statements. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2009. The results of operations for the three and nine months ended February 28, 2010 and 2009 are not necessarily indicative of the operating results for the full year.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The company has evaluated subsequent events for recognition of disclosure through the date these financial statements widely available to be issued.

2.

COMMON SHARES

On June 30, 2009, the former shareholders of the company sold 2,849,000 common shares to new shareholders who now control the Company. As part of this transaction, 926,000 shares were retired.

3.

RELATED PARTY TRANSACTIONS


  a)

As of May 31, 2009, an amount of $23,283 was owed to a director of the Company, $20,819 of this amount was forgiven as part of the June 30, 2009 agreement with EPOD Solar Inc. (a different company with the same name, hereinafter “EPOD Solar Target”).

     
  b)

As of February 28, 2010, $41,206 was owed to EPOD Industries Inc., a subsidiary of EPOD Solar Target related to cash advances to the Company. The amount is unsecured, non-interest bearing and has no specified terms of repayment.

     
  c)

EPOD Solar Target provides office space and services at no cost to the Company.

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4.

COMMITMENTS

On December 18, 2009, the Company announced the termination of the asset and stock purchase agreement previously entered into between the Company and EPOD Solar Target on June 30, 2009.

As well, the Company has announced the expiration of the letter of intent signed July 21, 2009 between the Company and OptiSolar Technologies Inc. Under the terms of the letter of intent, the Company planned to purchase the manufacturing facilities, production lines, intellectual property and R&D facility of OptiSolar for a value of $260 million in an all stock transaction.

On January 31, 2010, the Company entered into a Stock Purchase Agreement (the “SPA”) with Nanotech Industries Inc., a Delaware corporation located in Daly City, California (“Nanotech”), whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of Nanotech (“Nanotech Shares”) from the holders of the Nanotech Shares (“Nanotech Shareholders”). In consideration for the purchase of the Nanotech Shares from the Nanotech Shareholders (the “Acquisition”), the Company agreed to issue an aggregate amount of 3,203,500 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), to the Nanotech Shareholders.

The consummation of the Acquisition (“Closing”) is subject to the satisfaction or waiver of certain conditions, including: (i) the delivery of the Nanotech Shares, (ii) the completion of audited financial statements of the Company, and (iii) other customary conditions, which have not yet occurred.

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements contained in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements and, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. See “Forward-Looking Statements”. You should read this MD&A in conjunction with the financial statements and the accompanying notes thereto filed with this Annual Report on Form 10-K.

Plan of Operation

As of February 28, 2010, the Company was inactive and intends no further operations as a mining development company. Following the completion of the Acquisition (as described below and under the heading “Business – Recent Developments”, above), the Registrant will do business as a manufacturer and vendor of Green Polyurethane(TM) Binder and Green Polyurethane® Monolithic Floor Coating product.

Recent Developments

On January 31, 2010, the Company entered into a Stock Purchase Agreement (the “SPA”) with Nanotech Industries Inc., a Delaware corporation located in Daly City, California (“Nanotech”), whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of Nanotech (“Nanotech Shares”) from the holders of the Nanotech Shares (“Nanotech Shareholders”). In consideration for the purchase of the Nanotech Shares from the Nanotech Shareholders (the “Acquisition”), the Company agreed to issue an aggregate amount of 3,203,500 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), to the Nanotech Shareholders.

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The consummation of the Acquisition (“Closing”) is subject to the satisfaction or waiver of certain conditions, including: (i) the delivery of the Nanotech Shares, (ii) the completion of audited pro forma financial statements of the Company, and (iii) other customary conditions.

Results of Operations

Three and Nine-Month Periods Ended February 28, 2010 and 2009

We did not earn any revenues during the three and nine-month periods ended February 28, 2010 and 2009 respectively.

We incurred operating expenses, consisting solely of general and administrative expense, in the amount of $4,320 and $54,407 for the three and nine-month periods ended February 28, 2010, respectively. We incurred operating expenses, consisting solely of general and administrative expense, in the amount of $13,995 and $39,547 for the three and nine-month periods ended February 28, 2009, respectively. The year over year increase is due to increased corporate communications during the nine month period ended February 28, 2010.

For the period from inception on November 2, 2007 through February 28, 2010, we incurred total expenses of $103,226, consisting solely of general and administrative expenses, for an overall loss of $103,226 since inception.

Liquidity and Capital resources

We had cash balances of $nil and $4,287 at February 28, 2010 and May 31, 2009 respectively. Operations are being financed through related parties at this time.

Going Concern Consideration

We have not generated any revenues since inception. As of February 28, 2010, and May 31, 2009 respectively, the Company had accumulated losses of $103,226 and $48,819. Our independent auditors included an explanatory paragraph in their report on the financial statements accompanying the Annual Report on Form 10-K that states that these factors raise substantial doubt about our ability to continue as a going concern. These factors include the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2010 raise substantial doubt about its ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. See “Recent Developments” in this MD&A for a discussion of the Company’s business going forward.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4T. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our President and Chief Executive Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Exchange Act, within the time periods specified in the SEC’s rules and forms.

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There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number Description
   
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-153675), as filed with the Securities and Exchange Commission on September 26, 2008.

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, thereunto duly authorized.

  EPOD SOLAR, INC.
  (Name of Registrant)
   
   
Date: April 14, 2010 By: //s/ Michael Matvieshen                                                                                
  Name: Michael Matvieshen
Title: President and Chief Executive Officer, and principal financial officer

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EXHIBIT INDEX

Number Description
   
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-153675), as filed with the Securities and Exchange Commission on September 26, 2008.

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