EPOD Solar Inc.: Form 10-K - filed by newsfilecorp.com

10-K 1 form10k.htm FORM 10-K EPOD Solar Inc.: Form 10-K - filed by newsfilecorp.com

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

FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: MAY 31, 2010

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

Commission File Number: 000-53459

EPOD SOLAR INC.
(Exact name of registrant as specified in its charter)

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

950 John Daly Blvd. Suite 260
Daly City, CA 94015
(Address of Principal Executive Offices, including zip code)

(650) 491-3449
(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act

Title of Each Class:		Name of Each Exchange on which Registered:
N/A		N/A

Securities registered pursuant to 12(g) of the Exchange Act:

Common Stock, $.001 par value

(Title of Each Class)

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 check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ]	Accelerated Filer [ ]
Non-accelerated Filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of February 28, 2008, the last business day of the registrant’s most recently completed third fiscal quarter, was $NIL.

The shares of the registrant’s common stock outstanding as of September 13,2010 was 5,202,003.

TABLE OF CONTENTS

PART I

Item 1. Business.	4
Item 1A. Risk Factors.	5
Item 1B. Unresolved Staff Comments.	5
Item 2. Properties.	5
Item 3. Legal Proceedings.	6
Item 4. Submission of Matters to a Vote of Security Holders.	6

PART II

Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
Item 6. Selected Financial Data.	6
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	8
Item 8. Financial Statements and Supplementary Data.	9
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	20
Item 9A(T). Controls and Procedures.	20
Item 9B. Other Information.	20

PART III

Item 10. Directors, Executive Officers and Corporate Governance.	20
Item 11. Executive Compensation.	22
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	23
Item 13. Certain Relationships and Related Transactions, and Director Independence.	23
Item 14. Principal Accounting Fees and Services.	24

PART IV

Item 15. Exhibits, Financial Statement Schedules.	25

PART I

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.

ITEM 1.

BUSINESS

On November 2, 2007, we were incorporated under the name “Allora Minerals, Inc.” under the laws of the State of Nevada for the purpose of conducting mineral exploration activities.

During our fiscal year ended May 31, 2009, we were an exploration stage company formed for the purpose of acquiring, exploring, and if warranted and feasible, developing a natural resource property. We raised an aggregate of $28,000 through private placements of our securities. See “Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales of Unregistered Securities”. Proceeds from these placements were used as an initial option payment on a mineral property and for working capital.

The Company acquired an option to purchase Albury Heath Prospecting Licenses in the Murchison Mineral field in Western Australia pursuant to a Mineral Property Option Agreement (the “Option Agreement”) dated February 12, 2008, for a purchase price of $3,600. The mineral property option expired during the year ended May 31, 2009.

Recent Developments

As previously disclosed by the Registrant (then Allora Minerals, Inc.) in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 7, 2009, on June 30, 2009, the Registrant entered into an Asset and Stock Purchase Agreement (the “Acquisition Agreement”) with EPOD Solar Inc., a Canadian corporation located in Kelowna, British Columbia, Canada (“EPOD Canada”), and its wholly owned subsidiaries, Epod Solar (Wales) Limited (“Epod UK”) and EPOD Industries Inc. (“Epod Industries”), whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of (i) Epod Solar Europe Ltd. (“Epod Europe”) from EPOD Canada, and (ii) Great Lakes Solar Utilities Inc. (“Great Lakes”) from EPOD Industries (the “Acquisition”). In addition, pursuant to the terms of the Acquisition Agreement, the Company agreed to purchase substantially all of the assets of Epod UK. Pursuant to the arrangements associated with this Acquisiton Agreement, we changed our name to EPOD Solar, Inc. On December 15, 2009 the Registrant terminated this Acquisition Agreement.

Also on August 18, 2010, EPOD Solar Inc. (“EPOD”, the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Nanotech Industries International Inc., a Nevada corporation located in Daly City, California (“NII”) , whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of Nanotech (“NII Shares”) from the holders of the NII Shares (“NII Shareholders”). In consideration for the purchase of the NII Shares from the NII Shareholders (the “ NII Acquisition”), the Company agreed to issue an aggregate amount of 3,381,003 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), to the Nanotech Shareholders. In addition, certain shareholders of the Company agreed to have 1,028,000 of their shares cancelled as part of the transaction. This transaction was closed on August 30, 2010.

ITEM 1A.

RISK FACTORS

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information required under this item.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

As the Company is neither an “accelerated filer” or a “large accelerated filer” (as defined in Rule 12b-2 of the Exchange Act) nor a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)), we are not required to provide the information required under this item.

ITEM 2.

PROPERTIES

None.

ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of our fiscal year ended May 31, 2010, there were no matters submitted to a vote of our shareholders, through the solicitation of proxies or otherwise.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is listed for trading on the OTC Bulletin Board, operated by the Financial Industry Regulatory Authority (“FINRA”). As of May 31, 2010, our Common Stock was listed on the OTC Bulletin Board under the symbol “EPDS.OB”. Since July 7, 2009, the date the Registrant announced the Acquisition by the filing of a Current Report on Form 8-K with the SEC, there has been trading in the Common Stock.

As of May 31, 2010, there were approximately 100 record owners of our Common Stock.

Dividend Policy

The Registrant has never declared or paid any cash dividends on shares of Common Stock. The Registrant currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Registrant does not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During December 2007, we issued 2,500,000 shares of Common Stock at $0.001 per share to our president, for cash proceeds of $2,500, pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. The offering was made to non-“U.S. persons” in “offshore transactions” (as such terms are defined under Regulation S). The proceeds were used for general corporate purposes.

During January and February, 2008, we issued 1,275,000 shares of Common Stock at $0.02 per share to certain individuals, for cash proceeds of $25,500, pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. The offering was made to non-“U.S. persons” in “offshore transactions” (as such terms are defined under Regulation S). The proceeds were used for general corporate purposes.

On August 30, 2010 (the "Closing Date") the Company closed on the acquisition from NII, a corporation formed pursuant to the laws of Nevada of all of the issued and outstanding shares of capital stock of NII held by the holders of the NII Shares . The purchase price for the NII Acquisition consisted of 3,381,003 shares of common stock, $0.001 par value per share of the Registrant, issued to NII Shareholders. In addition, certain shareholders of the Company agreed to have 1,028,000 of their shares cancelled as part of the transaction.

ITEM 6.

SELECTED FINANCIAL DATA

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information under this item.

ITEM 7.

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 May 31, 2010, the Company was inactive and intends no further operations as a mining development company. Following the completion of the Acquisition of Nanotech (as described below and under the heading “Business – Recent Developments”, above), the Registrant will do business as a manufacturer and distributor of alternative non-toxic (isocyanate-free) polyurethane, Green Polyurethane™. The products manufactured and sold by Nanotech (“Nanotech Products”) include coatings and raw binder ingredients (Green Polyurethane® Monolithic Floor Coating and Green Polyurethane™ Binder).

Recent Developments

Also on August 18, 2010, EPOD Solar Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Nanotech Industries International Inc. , a Nevada corporation located in Daly City, California (“NII”) , whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of Nanotech (“NII Shares”) from the holders of the NII Shares (“NII International Shareholders”). In consideration for the purchase of the Nanotech Shares from the NII Shareholders (the “NII Acquisition”), the Company agreed to issue an aggregate amount of 3,381,003 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), to the Nanotech Shareholders. In addition, certain shareholders of the Company agreed to have 1,028,000 of their shares cancelled as part of the transaction.

Results of Operations

We have had no operating revenues for the period from our inception on November 2, 2007 through our fiscal year ended May 31, 2010. Our activities to date have been financed from the proceeds of share subscriptions and from loans from related parties. From our inception on November 2, 2007 to May 31, 2010, we raised a total of $28,000 from private offerings of our Common Stock. See “Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales of Unregistered Securities”.

For the period from inception on November 2, 2007 through our fiscal year ended May 31, 2008, we incurred total expenses of $5,143 and general and administrative expenses of $5,143. For the fiscal year ended May 31, 2009, we incurred total expenses of $43,676 and general and administrative expenses of $43,676. For the fiscal year ended May 31, 2010, we incurred total expenses of $56,555and general and administrative expenses of $56,555. The increase in general and administrative expenses is related to an increase in professional fees related to the Company entering into an asset purchase agreement on July 1, 2009.

Liquidity and Capital resources

We had cash balances of $NIL and $4,287 at May 31, 2010 and 2009, respectively. We do not have enough cash on hand to commence operations.. As of August 30, 2010 the Company has acquired 100% ownership of Nanotech Industries International Inc. which as of August 18, 2010 had received $400,000 from the sale of units, please see “Recent Developments” above.

Going Concern Consideration

We have not generated any revenues since inception. As of May 31, 2010 the Company had accumulated losses of $105,374. Our independent auditors have included an explanatory paragraph in their report on the financial statements accompanying this Annual Report on Form 10-K that raise substantial doubt about our 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.

Off Balance Sheet Arrangements.

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Summary of Critical Accounting Estimates

Development Stage Company

During our fiscal years ended May 31, 2009 and 2010, the Company complied with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915 “Development Stage Entities” in its characterization of the Company as an development stage enterprise.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information under this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

EPOD SOLAR INC.
(FORMERLY ALLORA MINERALS, INC.)
INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	10

Financial Statements

Balance Sheets – May 31, 2010 and May 31, 2009	11

Statements of Operations – Years ended May 31, 2010 and May 31, 2009 and the period from November 2, 2007 (inception) through May 31, 2010	12

Statements of Stockholders’ Equity (Deficit) – November 2, 2007 (inception) through May 31, 2010	13

Statements of Cash Flows – Years ended May 31, 2010 and May 31, 2009 and the period from November 2, 2007 (inception) through May 31, 2010	14

Notes to Financial Statements	15-19

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

EPOD Solar Inc.

(Formerly Allora Minerals, Inc.)

(A Development Stage Company)

We have audited the accompanying balance sheets of EPOD Solar Inc. (formerly Allora Minerals, Inc.) (the “Company”) as of May 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended May 31, 2010 and 2009 and the period from November 2, 2007 (inception) to May 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended May 31, 2010 and 2009 and the period from November 2, 2007 (inception) to May 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, 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 2011 raise substantial doubt about its ability to continue as a going concern. The 2010 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LBB & Associates Ltd., LLP

Houston, Texas

September 13, 2010

EPOD SOLAR INC.

(FORMERLY ALLORA MINERALS, INC.)

(A Development Stage Company)

BALANCE SHEETS

(Expressed in U.S. dollars)

		May 31, 2010			May 31, 2009

ASSETS

Current assets
Cash	$	-		$	4,287
Prepaid Expenses		1,351			-
Total current assets		1,351			4,287
Mineral property		-			-

Total assets	$	1,351		$	4,287

LIABILITIES
Accounts payable	$	16,700		$	1,823
Due to a related party		41,206			23,283
Total liabilities		57,906			25,106

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (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 May 31, 2010 and May 31, 2009 respectively		2,849			3,775
Additional paid in capital		45,970			24,225
Deficit accumulated during the development stage		(105,374	)		(48,819	)
Total stockholders equity (deficit)		(56,555	)		(20,819	)
Total liabilities and stockholders equity (deficit)	$	1,351		$	4,287

See accompanying notes to financial statements

EPOD SOLAR INC.

(FORMERLY ALLORA MINERALS, INC.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Expressed in U.S. dollars)

		Year Ended			Year Ended			November
		May 31,			May 31,			2, 2007
		2010			2009			(Inception)
								to May 31,
								2010


General and administrative	$	(56,555	)	$	(43,676	)	$	(105,374	)
Net loss	$	(56,555	)	$	(43,676	)	$	(105,374	)

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

Weighted average number of shares outstanding		2,925,110			3,775,000

See accompanying notes to financial statements

EPOD SOLAR INC.

(FORMERLY ALLORA MINERALS, INC.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD NOVEMBER 2, 2007 (DATE OF INCEPTION) TO MAY 31, 2010

(Expressed in U.S. dollars)

									Deficit
									Accumulated
							Additional		During
	Common Stock						Paid-in		Development
	Number			$			Capital		Stage			Total

Balance, November 2, 2007 (Date of Inception)	-		$	-		$	-	$	-		$	-
Common shares issued for cash	3,775,000			3,775			24,225		-			28,000
Net loss	-			-			-		(5,143	)		(5,143	)
Balance, May 31, 2008	3,775,000			3,775			24,225		(5,143	)		22,857
Net loss	-			-			-		(43,676	)		(43,676	)
Balance, May 31, 2009	3,775,000			3,775			24,225		(48,819	)		(20,819	)
Retirement of Shares	(926,000	)		(926	)		926		-			-
Shareholder forgiveness of debt	-			-			20,819		-			20,819
Net loss	-			-			-		(56,555	)		(56,555	)
Balance, May 31, 2010	2,849,000		$	2,849		$	45,970	$	(105,374	)	$	(56,555	)

See accompanying notes to financial statements

EPOD SOLAR INC.

(FORMERLY ALLORA MINERALS, INC.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

								November
								2, 2007
		Year Ended			Year Ended			(Inception)
		May 31, 2010			May 31, 2009			to May 31,
								2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(56,555	)	$	(43,676	)	$	(105,374	)
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		(1,351	)		-			(1,351	)
Accounts payable		14,877			1,823			16,700
Net cash used in operating activities		(43,029	)		(38,253	)		(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 party		38,742			20,818			62,025
Proceeds from sale of stock		-			-			28,000
Net cash provided by financing activities		38,742			20,818			90,025

INCREASE (DECREASE) IN CASH		(4,287	)		(17,435	)		-

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

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

EPOD SOLAR INC.
(FORMERLY ALLORA MINERALS, INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS

1.	NATURE OF OPERATIONS

Epod Solar , Inc. (the “Company”) (formerly Allora Minerals, Inc.) was incorporated in the State of Nevada on November 2, 2007 and is in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.

During the period ended May 31, 2008, the Company commenced operations by acquiring an option to purchase a mineral property located in Western Australia. During the fiscal year ended May 31, 2009, the Company made no further acquisitions and the Company was unable to meet the expenditure commitments associated with the mineral property. Consequently, the mineral property option expired, and the Company recorded a $3,600 impairment charge, included in general and administrative costs.

Subsequent to May 31, 2010, the Company acquired all of the outstanding common shares of Nanotech Industries International, Inc. See Note 6 for further discussion.

These financial statements have been prepared on a going concern basis which assumes the Company will not 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 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.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s fiscal year end is May 31.

Development Stage Company

The Company presents its financial statements in accordance with ASC 915, “Development Stage Entities.”

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of issuance to be cash equivalents.

EPOD SOLAR INC.
(FORMERLY ALLORA MINERALS, INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-lived Assets

The Company records the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used over the long term are measured by a comparison of the carrying value of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the amount of the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value.

Fair Value of Financial Instruments

Carrying amounts for cash and cash equivalents, accounts payable, and due to a related party approximate fair value due to the short-term nature of these instruments and interest at market rates. However, these values may not be representative of actual values that could have been realized as of the balance sheet dates or that will be realized in the future.

Revenue Recognition

The Company recognizes reproduction and distribution revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 (“SAB 101”), “Revenue Recognition in Financial Statements.” Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibility is reasonably assured. As at May 31, 2010, the Company had not generated any revenues.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Foreign Currency Translation

The financial statements are presented in US dollars. In accordance with ASC 830, “Foreign Currency Matters,” foreign denominated monetary assets and liabilities are translated into their US dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. There were no gains or losses resulting from foreign currency transactions included in results of operations.

Comprehensive Loss

ASC 220, “Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

EPOD SOLAR INC.
(FORMERLY ALLORA MINERALS, INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At May 31, 2010, a full deferred tax asset valuation allowance was provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings Per Share.” ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

In July 2009, the FASB established the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States. This guidance was included in the Codification under FASB Accounting Standard Codification (“ASC”) Topic 105, Generally Accepted Accounting Principles. All prior accounting standard documents were superseded by the Codification and any accounting literature not included in the Codification is no longer authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC registrants. The Codification became effective for the Company beginning with the first quarter of 2010. The Codification does not change or alter existing GAAP and, therefore, did not have a material impact on the Company’s financial statements.

Effective June 30, 2009, the Company adopted guidance issued by the FASB and included in ASC 855-10, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date through the date the financial statements are issued.

The Company does not expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

3.	COMMON SHARES

On June 30, 2009, 2,849,000 of the shares of the Company held by officers were sold to independent shareholders. In conjunction therewith, 926,000 shares were retired.

Subsequent to May 31, 2010, the Company closed an acquisition agreement whereby a change in control occurred. See Note 6.

EPOD SOLAR INC.
(FORMERLY ALLORA MINERALS, INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS

4.	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 May 31, 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.

5.	INCOME TAXES

Deferred income taxes reflect the net effect of:

	(a)	temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income taxes reporting purposes, and

	(b)	net operating loss carryforwards.

No net provision for refundable U.S. Federal income tax has been made in the accompanying statement of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed more likely than not to be realized.

The effective tax rate of the Company is reconciled to statutory tax rates as follows:

		Year ended			Year ended
		May 31,			May 31,
		2010			2009

US federal statutory tax rate		34%			34%
Change in US valuation allowance		(34%	)		(34%	)

Effective tax rate		-			-



Deferred tax assets consist of the following:		May 31,			May 31,
		2010			2009

Net operating loss carryforward	$	36,000		$	17,000
Valuation allowance		(36,000	)		(17,000	)

Deferred tax asset	$	-		$	-

The valuation allowance increased by approximately $19,000 during the fiscal year ended May 31, 2010. The Company has non-capital losses carried forward of approximately $106,000 which expire beginning in 2028. They may be utilized to offset future taxable income. Future tax benefits, which may arise as a result of these losses and resource expenditures, have not been recognized in these financial statements.

EPOD SOLAR INC.
(FORMERLY ALLORA MINERALS, INC.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS

6.	SUBSEQUENT EVENTS

On January 31, 2010, EPOD Solar Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Nanotech Industries Inc. , a Delaware corporation located in Daly City, California (“NTI”), , whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of NTI (“NTI Shares”) from the holders of the NII Shares (“NII Shareholders”). In consideration for the purchase of the NTI Shares from the NTI Shareholders (the “NTI 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 NTI Shareholders. On August 18, 2010, EPOD Solar Inc. (the “Company”) announced by press release the termination, effective as of August 16, 2010, of this SPA.

On August 18, 2010, EPOD Solar Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Nanotech Industries International Inc. , a Nevada corporation located in Daly City, California (“NII”) , whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of NIIh (“NII Shares”) from the holders of the NII Shares (“NII Shareholders”). In consideration for the purchase of the NII Shares from the NII Shareholders (the “NII Acquisition”), the Company agreed to issue an aggregate amount of 3,381,003 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), to the NII Shareholders. In addition, certain shareholders of the Company agreed to have 1,028,000 of their shares cancelled as part of the transaction.

The August 30, 2010 closing resulted in a change in control of the Company and the transaction will be accounted for as a reverse merger.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T).

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) which are designed to ensure that information required to be disclosed in the reports we file or submit under 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 annual 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 annual 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.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The Directors and executive officers serving the Company during our fiscal year ended May 31, 2010 are named below:

Name	Age	Positions and Offices

Mr. Michael Matvieshen	49	President, Chief Executive and Chief Financial Officer and Director

Directors serve until the next annual meeting of the stockholders or until their resignation or removal from office. Thereafter, directors are elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the Board of Directors. There are no family relationships among our directors or executive officers.

Michael Matvieshen

On June 30, 2009, Michael Matvieshen was elected to serve as a Director of the Registrant and was appointed as President and Chief Executive Officer of the Registrant, as disclosed in Item 5.02 of the Current Report on Form 8-K filed by the Registrant with the SEC on July 7, 2009. Mr. Matvieshen served as the Chief Executive Officer of EPOD Canada beginning in 2004. Prior to founding EPOD Canada, he was President of Wolverine Resources Inc., a large oil upgrading refinery owned by a venture capital firm. Mr. Matvieshen has also served as Vice-President of Gen5 Tech Corporation, which managed the construction, capital budgeting and start-up of an oil upgrading plant in Alberta, Canada.

Also on June 30, 2009, Satpal Sidhu was appointed as Chief Operating Officer, Secretary and Treasurer of the Registrant. Mr. Sidhu served as Chief Operating Officer of EPOD Canada beginning in 2008. Prior to joining EPOD Canada, Mr. Sidhu was the Dean of Professional Technical Education at Bellingham Technical College in Bellingham, Washington from 2002 to 2008. Prior to serving in that position Mr. Sidhu held senior managerial and vice president positions in several manufacturing-related businesses, and has over 30 years of professional experience in management of complex industrial operations, construction projects and enterprise management. In 2005, Mr. Sidhu was designated a Fulbright Scholar, and received a research grant under the Fulbright program. He is a licensed engineer and holds a Bachelor’s degree in Electrical Engineering, a Bachelor of Science degree in math and physics and a Master’s of Business Administration.

Significant Employees and Consultants

Other than Mr. Matvieshen, we had no employees during our fiscal year ended May 31, 2010.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred during the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires or directors and officers, and the persons who beneficially own more than ten percent (10%) of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable Section 16(a) filing requirements during the fiscal year ended May 31, 2010.

Code of Ethics

Due to the limited scope of our current operations, the Company has not yet adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar function. Following completion of the Acquisition described in Item 1, we may adopt a Code of Ethics.

Committees

Since our Board of Directors has not established an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Board of Directors as a whole, nor has the Board established a corporate governance committee or nominating committee.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies, as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board of Directors will participate in the consideration of director nominees.

The Board is of the opinion that such committees and procedures are currently not necessary, as the Company is an early exploration stage company, has only one director and, to date, such director has been performing the functions of such committees. When we are able to expand our Board of Directors to include one or more independent directors, our Board of Directors plans to form an audit committee and a corporate governance committee.

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

Michael Matvieshen, our President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer during our fiscal year ended May 31, 2010 (our only named executive officer during such period) received no compensation during our fiscal years ended May 31, 2010.

Agostino Tarulli, our President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer during our fiscal year ended May 31, 2009 (our only named executive officer during such period) received no compensation during our fiscal years ended May 31, 2010 or 2009.

Stock Option Grants

We did not grant any stock options to our named executive officers during our fiscal year ended May 31, 2010.

Employment Agreements

We have not entered into any employment or consulting agreements with our named executive officers.

Director Compensation

Michael Matvieshen and Agostino Tarulli, our sole directors during our fiscal year ended May 31, 2010, received no compensation for serving on our board of directors during the period.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized Under Equity Compensation Plans

We currently have no equity compensation or stock option plans.

Security Ownership of Certain Beneficial Owners and Management

The following table lists, as of May 31, 2010, the number of shares of Common Stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock, (ii) each officer and director of our Company, and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 2,849,000 shares of our common stock issued and outstanding as of May 31, 2010. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of Common Stock.

	Beneficial Ownership

Name and Address of Beneficial Owner	Total Shares	Percent of Class

Michael Matvieshen, Director, President and Chief Executive Officer	408,000	14.32%
990 Sutcliffe Court, Kelowna, British
Columbia, Canada, V1P 9T1

Satpal Sidhu, Chief Operating Officer	165,000	5.79%
154 East Bartlett Road, Lynden, Washington,
USA, 98264

All Directors and Executive Officers as a Group	573,000	20.11%
(2 persons)

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None of the following parties has, since the beginning of our last fiscal year and during the fiscal year preceding, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will affect us:

any of our directors or officers;
any person proposed as a nominee for election as a director;
any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of Common Stock;
any of our promoters; or
any relative or spouse of any of the foregoing persons who has the same house as such person.

Director Independence

Because the Common Stock is traded on the OTC Bulletin Board, the Company is not subject to the independence requirements of any securities exchange or the NASD regarding members of the Company’s Board of Directors. We intend, in the future, to use the definition of “independence” of a national securities exchange or of an inter-dealer quotation system which requires that a majority of the Board of Directors be independent.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

LBB & Associates Ltd., LLP served as our independent registered public accounting firm for our fiscal years ended May 31, 2010 and 2009. The following table shows the fees that were billed for the audit and other services provided by the firm for the fiscal years indicated.


		Fiscal Year Ended		Fiscal Year Ended
		May 31, 2010		May 31, 2009

Audit Fees	$	14,950	$	6,000
Audit-Related Fees		-		6,550
Tax Fees		-		-
All Other Fees		-		-
Total	$	14,950	$	12,550

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board of Directors, or, in the period between meetings, by a designated member of Board of Directors. Any such approval by the designated member is disclosed to the entire Board of Directors at the next meeting. As a result of the Acquisition, the Board of Directors has not been fully formed and currently consists of Michael Matvieshen acting as sole director. The audit and tax fees paid to the auditors with respect to our fiscal year ended May 31, 2010 were pre-approved by Mr. Matvieshen in such capacity.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.	Description
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
3.3	Certificate of Amendment to Articles of Incorporation (2)
10.1	Stock Purchase Agreement, dated August 18, 2010, by and among EPOD Solar Inc., Nanotech Industries International Inc. Joseph Kristul in his own capacity and on behalf of the Nanotech Shareholders listed on Schedule A thereto (3)
31.1	Section 302 Certificate of Chief Executive Officer*
31.2	Section 302 Certificate of Principal Financial and Accounting Officer *
32.1	Section 906 Certificate of Chief Executive Officer *
* Filed herewith.

(1) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-153675), filed with the SEC on September 26, 2008.

(2) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 22, 2009.

(3) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 30, 2010.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: September 14, 2010	EPOD SOLAR INC.
	(Registrant)

	By:	/s/ Joseph Kristul
		Name: Joseph Kristul
		Title: President and Chief Executive Officer
		(Principal Executive, Financial and Accounting
		Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Joseph Kristul		September 14, 2010
Joseph Kristul	President and Chief Executive Officer,
	(Principal executive officer principal financial and
	accounting officer)



/s/ Michael Matvieshen		September 14, 2010
Michael Matvieshen	Director