---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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]

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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.

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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

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PART IFORWARD-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.

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 (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). On August 18, 2010, EPOD Solar Inc. (the Company)
announced by press release the termination, effective as of August 16, 2010, of
the SPA.

4

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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.

5

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|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 ANDISSUER 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.

6

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|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

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.

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 (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). On August 18, 2010, EPOD Solar Inc. (the Company)
announced by press release the termination, effective as of August 16, 2010, of
the SPA.

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.

7

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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.

|8
|-

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|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

9

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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        

10

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|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

11

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|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

12

---



|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 ofInception) |  | -            |   | $ | -       |   | $ | -           |  | $ | -           |   | $ | -       |  
|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

13

---

|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

14

---

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.

15

---

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.

16

---

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.

17

---

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.

18

---

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.

19

---

|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.

20

---

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.

21

---

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.

22

---

|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         | 
|                                                                          |  |                      | 
|Michael Matvieshen, Director, President and
      Chief Executive Officer |  | 408,000              | 
|990 Sutcliffe Court, Kelowna, British                                     |  |                      | 
|Columbia, Canada, V1P 9T1                                                 |  |                      | 
|                                                                          |  |                      | 
|Satpal Sidhu, Chief Operating Officer                                     |  | 165,000              | 
|154 East Bartlett Road, Lynden,
      Washington,                         |  |                      | 
|USA, 98264                                                                |  |                      | 
|                                                                          |  |                      | 
|All Directors and Executive Officers as a
      Group                     |  | 573,000              | 
|(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.

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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.

24

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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.

25

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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:            
|                         |                
|                         |                
|                         |                
|                         |                

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                                                   |                   

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