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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K

[X] Annual Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934

FOR THE YEAR ENDED December 31, 2010

OR

[  ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the transition period from to

Commission File Number000-53459

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

|NEVADA                                           | 20-3551488                          
|------------------------------------------------ | ------------------------------------
|(State of other jurisdiction of incorporation or | (IRS Employer Identification Number)
|organization)                                    |                                     

950 John Daly Blvd. Suite 260Daly City, CA
94015(Address of principal executive offices)

(650) 491-3449(Registrant's telephone number,
including area code)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

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 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 the 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. [  ]

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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 definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):

|Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [X]
|--------------------------- | --------------------- | ------------------------- | -----------------------------

Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

The aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $7,929,655 based on
the closing price of $ 1.70 for the common stock on April 7, 2011.

Number of shares outstanding of the registrant's class of
common stock, as of April 7, 2011was 5,332,003.

The Company recorded revenues of nil for its most recent
fiscal year ended December 31, 2010.

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TABLE OF CONTENTS

|         |                                                                                                                            | Page
|-------- | -------------------------------------------------------------------------------------------------------------------------- | ----
|         |                                                                                                                            |     
|PART I   |                                                                                                                            |     
|         | Special Note Regarding Forward
      Looking Statements                                                                    | 3   
|Item 1   | Description of Business                                                                                                    | 4   
|Item 1A. | Risk Factors                                                                                                               | 12  
|Item 2   | Description of Property                                                                                                    | 16  
|Item 3.  | Legal Proceedings                                                                                                          | 16  
|Item 4.  | Submission of Matters to a Vote
      of Security Holders                                                                  | 16  
|         |                                                                                                                            |     
|PART II  |                                                                                                                            |     
|Item 5.  | Market for Common Equity,
      Related Stockholder Matters and Small Business Issuer Purchases of Equity
      Securities | 17  
|Item 6.  | Selected Financial Data                                                                                                    | 19  
|Item 7   | Management Discussion and
      Analysis of Financial Condition and Results of Operations                                  | 19  
|Item7A   | Quantitative and Qualitative
      Disclosures about Market Risks                                                          | 22  
|Item 8.  | Financial Statements and
      Supplementary Data                                                                          | 23  
|Item 9.  | Changes in and Disagreements
      with Accountants on Accounting and Financial Disclosure                                 | 25  
|Item 9A. | Controls And Procedures                                                                                                    | 25  
|         |                                                                                                                            |     
|PART III |                                                                                                                            |     
|Item 10. | Directors, Executive Officers
      and Corporate Governance                                                               | 26  
|Item 11  | Executive Compensation                                                                                                     | 30  
|Item 12  | Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters                       | 32  
|Item 13  | Certain Relationships and
      Related Transactions, and Director Independence                                            | 33  
|Item 14  | Principal Accountant Fees and
      Services                                                                               | 34  
|Item 15  | Exhibits                                                                                                                   | 35  

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. All statements, other than statements of
historical fact, contained in this Annual Report constitute forward-looking
statements. In some cases you can identify forward-looking statements by terms
such as "may," "intend," "might," "will," "should," "could," "would," "expect,"
"believe," "estimate," "anticipate," "predict," "project," "potential," or the
negative of these terms and similar expressions intended to identify
forward-looking statements.

Forward-looking statements are based on assumptions and
estimates and are subject to risks and uncertainties. We have identified in this
Annual Report some of the factors that may cause actual results to differ
materially from those expressed or assumed in any of our forward-looking
statements. There may be other factors not so identified. You should not place
undue reliance on our forward-looking statements. As you read this prospectus,
you should understand that these statements are not guarantees of performance or
results. Further, any forward-looking statement speaks only as of the date on
which it is made and, except as required by law, we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which it is made or to reflect the occurrence of anticipated or
unanticipated events or circumstances. New factors emerge from time to time that
may cause our business not to develop as we expect and it is not possible for us
to predict all of them. Factors that may cause actual results to differ
materially from those expressed or implied by our forward-looking statements
include, but are not limited to, those described under the heading "Description
of Business and Risk Factors" under Item 1, as well as the following:

Epod Solar Inc.s anticipated cash needs and Epod Solar Inc.s
estimates regarding its capital expenditures, as well as its capital
requirements and need for additional financing;

Epod Solar Inc.s ability to maintain its production capacity,
staff complement and manufacturing performance in a cost-effective way;

Epod Solar Inc.s ability to identify and retain personnel for
the continued manufacturing and sale of the Nanotech Products;

Epod Solar Inc.s ability to successfully commercialize its
products including the Green Polyurethane products and to develop and
commercialize new products and services;

Epod Solar Inc.s ability to maintain current strategic
relationships and develop relationships with new strategic partners;

Epod Solar Inc.s ability to maintain its relationship with its
current manufacturing partners;

Epod Solar Inc.s ability to maintain its rights pursuant to
the Licensing Agreement:

Epod Solar Inc.s competitive position and its expectations
regarding competition from other paint manufacturers and suppliers; and

Anticipated trends and challenges in Epod Solar Inc.s business
and the markets in which Epod Solar Inc. operates.

-3-

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PART I

ITEM 1. DESCRIPTION OF OUR BUSINESS

Our Business

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 NTI Shares (NTI
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. (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 (Nanotech) , whereby the Company agreed to acquire all of the
issued and outstanding shares of capital stock of Nanotech (Nanotech Shares)
from the holders of the Nanotech Shares (Nanotech Shareholders). In
consideration for the purchase of the Nanotech Shares from the Nanotech
Shareholders (the  Nanotech 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.

As the result of the closing of the Acquisition described
above, the Company has succeeded to the business of Nanotech and has purchased
all of the outstanding shares of capital stock of Nanotech. As a result, the
Registrants business going forward will consist of the manufacturing and sale
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). Nanotech was granted the right to
manufacture and sell the Nanotech Products pursuant to an agreement (Licensing
Agreement) entered into between Nanotech and NTI (Nanotech Industries Inc.) the
holder of the proprietary rights to the license and intellectual property
required for the manufacturing of the Nanotech Products. The Nanotech Products
will target the coatings, adhesives, sealants and elastomers (C.A.S.E.) market
in North America, with options to sell in Europe, South America and Asia,
pursuant to the terms of the Licensing Agreement. (See  Incorporation ad
Business of Nanotechbelow)

The Registrant intends to pursue the business of Nanotech and
assume and execute Nanotech's business plan as its sole business. See
description of business below. Subject to completion of all required regulatory
filings, the Registrant also intends to take such steps as may be necessary, to
appoint the senior management of Nanotech to the board of the Registrant.

-4-

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Incorporation and Business of Nanotech

Nanotech was incorporated under the laws of the State of Nevada
on July 8, 2010. On July 12, 2010, Nanotech entered into the Licensing Agreement
for the Manufacturing and Sale of the Nanotech Products, alternative non-toxic
(isocyanate-free) polyurethane, Green Polyurethane, including coatings and raw
binder ingredients (Green Polyurethane® Monolithic Floor Coating and Green
Polyurethane Binder). The Nanotech Products will be sold to the C.A.S.E. market
in North America, with options to sell in Europe, South America and Asia
pursuant to the terms of the Licensing Agreement.

Licensing Agreement

On July 12, 2010, Nanotech and NTI entered into the Licensing
Agreement. The terms of the Licensing Agreement are as follows:

|(i)   | Nanotech shall be granted Manufacturing and Sale rights
      (Licensing Rights) for the Nanotech Products on an exclusive basis for a
      36-month period (Exclusivity Period) for the territory of North America
      (North America Licensing Rights). In consideration for the North America
      Licensing Rights, Nanotech will pay NTI a one-time licensing fee of
      $500,000 and a royalty of 5% of gross sales.                                                                                                                                                              
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(ii)  | Within the Exclusivity Period, Nanotech shall have the
      option (American- European Option) to be granted perpetual and exclusive
      Licensing Rights for all of North America, South America and Europe
      (Perpetual American-European Licensing Rights). Should Nanotech wish to
      exercise the American-European Option for the Perpetual American-European
      Licensing Rights, Nanotech shall issue to NTI an aggregate number of
      shares of common stock which shall give NTI, immediately upon such
      issuance of shares, a 52.5% ownership stake in Nanotech.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(iii) | Should Nanotech exercise the American-European Option
      within the Exclusivity Period, Nanotech shall have the option to be
      granted perpetual and exclusive Licensing Rights for all of Asia (Asia
      Option). Should Nanotech wish to exercise the Asia Option, Nanotech shall
      issue to NTI an aggregate number of shares of common stock which shall
      give NTI, immediately upon such issuance of shares, an additional 10%
      ownership stake in Nanotech.                                                                                                          

Further information concerning the historical business of
Nanotech, the business acquired by the Company in the Acquisition, is set forth
below.

-5-

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Overview

Nanotech, a wholly owned subsidiary of the Company, is a
development company, has only just begun to implement its business plan. The
likelihood of success of the Company must be considered in light of the
expenses, complications and delays frequently encountered in connection with the
establishment and expansion of new business and the competitive environment in
which the Company will operate. The Company's long-term viability, profitability
and growth will depend upon successful commercialization of the Nanotech
Products and the development and commercialization of new products and services
relative to its business plan. As a development stage company, the Company has
little or no relevant operating history upon which an evaluation of its
performance can be made. Such performance must be considered in light of the
risks, expenses and difficulties frequently encountered in establishing new
products, services and markets.

Business Model

Nanotechs business model is based on targeting large
distributors and multiple client bases. Nanotech intends to focus within the
C.A.S.E. segment specifically for large industrial and commercial coatings
applications where Green Polyurethane has a natural competitive advantage over
other polyurethane ("PU") and epoxy coatings due to its superior chemical
resistance and environmentally safe properties with reduced health risks. Some
of the target markets include:

- Industrial and commercial buildings
- Civil applications for tunnels and bridges
- Private and public garages
- Chemical and food processing plants
- Warehouses
- Monolithic floorings for civil, industrial and military engineering
- Marine and Aeronautic applications
- Industrial equipment for dairy and liquid fertilizer processing plants and
  delivery systems
- Military facilities and equipment
- Protective coatings inside industrial and commercial pipes

In addition to the above, Nanotechs business plan includes
plans to:

- Increase the number of contractors and applicators contacted
- Contact paint formulators and offer Green Polyurethane® Binder for their
  proprietary formulations
- Establish distribution channels utilizing existing distribution hubs

Competitive Strengths

Nanotech believes that its competitive strengths include the
following:

Product Advantage.Green Polyurethane is the first ever
chemical platform based on modified hybrid PU that is produced using pending
patented proprietary methods which completely eliminate the use of toxic
isocyanates resulting in a substitute for conventional PU. This results in a
product that is significantly less toxic than conventional PU and which has
superior properties.

-6-

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In addition to its reduced health and environmental hazards,
Green Polyurethane technology presents significant competitive advantages to
the properties of conventional PU including:

- Less or no porosity
- Increased hydrolytic stability
- 30  50% increased resistance to chemical degradation
- 3  4 times less permeability
- Excellent adhesiveness
- Safe & easy synthesis, ease of handling in moist environments
- Increased number of applications
- Solvent free compounds for flooring applications

Tested Product and Technology.The Green Polyurethane
technology has been tested, is proven, is commercial ready and currently in use.
The Green Polyurethane technology has undergone rigorous testing by the Polymer
Institute, GmbH, a well-recognized analytical firm for qualifying materials for
use in the flooring industry.

Testing by the Polymer Institute confirmed Green
Polyurethanes claims in regard to its structural and chemical properties and
its suitability for use in the flooring industry. In addition, floor coating
samples were rigorously tested and were found to perform successfully in
accordance with The American Society for Testing and Materials.

Cost Savings.Nanotech can offer substantial savings to
clients in the flooring installation industry due to the unique combination of
multiple properties in one coating of Green Polyurethane paint. Typically,
concrete floors are painted using a primer, base and topcoat, resulting in the
need for three different types of coatings for one application, which can be
time consuming and costly. By using the Green Polyurethane formulation,
however, the number of layers can be reduced to one or two, as Green
Polyurethane does not require a primer, has excellent stand alone adhesion and,
in most cases, would not require a top coat due to its excellent mechanical
properties.

Management Team.Nanotechs management team possesses a
diverse set of industry skills and operating experience and a record of success
in the scientific R&D, nanotechnology, management, marketing, sales and
finance industries.

Growth Strategy

Nanotech believes that the overall market for green products in
general and paint coatings in particular is steadily growing and that Nanotech
is well-positioned to benefit from this growth. Nanotechs objective is to
become a significant manufacturer and distributor of Green Polyurethane® Binder
and Green Polyurethane® Monolithic Floor Coating within this potentially
expanding market.

Nanotech plans to achieve its objective by pursuing the
following strategies:

Increase Target Market and Sales Strategy.Nanotechs
focus is within the C.A.S.E. segment specifically for large industrial and
commercial coatings applications where Green Polyurethane has a natural
competitive advantage over other PU and epoxy coatings due to its superior
chemical resistance and environmentally safe properties with reduced health
risks.

-7-

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The $3.5 billion EU polyurethane coatings market is of
particular interest because of the high demand and the overhaul of the EUs
chemical regulatory system. REACH (Registration, Evaluation & Authorization
and Restriction of Chemicals) regulations were drafted in 1998 and finally
adopted and put into force in June 2007. A major shift in this system will be
placing a greater burden of proof on the industry that chemicals are safe.
Substances of very high concern must be authorized under REACH and their use may
be subject to restrictions. Isocyanates used in making PU are highly toxic and
require expensive worker safety and handling procedures. A general movement
towards greener products combined with the REACH regulations has accelerated
projected growth in the total EU market for less toxic alternatives.

In addition to the above, Nanotech plans to:

- Increase the number of contractors and applicators contacted
- Contact paint formulators and offer Green Polyurethane® Binder for their
  proprietary formulations
- Establish distribution channels utilizing existing distribution hubs

Nanotech intends to work with GBK, a global regulatory
compliance consultancy firm, first in the EU marketplace and then in other
markets to educate targeted government agencies responsible for setting
standards for hazardous chemicals used in coatings.

Educating Regulatory Authorities.Nanotech intends to
educate regulatory agencies of the existence of an alternative to hazardous
isocyanate-based polyurethane. The US Environmental Protection Agency (EPA) has
shown strong interest in Green Polyurethane and has supported the efforts to
manufacture and distribute Green Polyurethane products in the US and have
suggested linking the Green Polyurethane technology to the EPAs new website
for spray polyurethane foam.

Maintain and Increase Cost and Operational Advantages.Nanotechs strategy is to avoid large capital investments in manufacturing
and instead rent facilities and equipment from its strategic partners.
Management estimates that the Company can outsource the manufacture of up to
20,000 tons per year.

Subsidiaries

Nanotech Industries International Inc. (Nanotech) is a wholly
owned subsidiary of Epod Solar Inc. (the Company) and is the source of the
Companys operations.

Legislation and Government Incentives

Current global trends toward more environmentally sound
products and new legislative restrictions on the use of hazardous materials and
their chemical by-products pose formidable obstacles to PU manufacturers. The
European Union (EU) has already begun to take action against isocyanates by
passing recent legislation that banned the addition of any new manufacturing
capacities of isocyanates. Governmental health agencies and workers unions
throughout Europe are beginning to actively speak out against the dangers of
isocyanates in the workplace in order to protect and lobby for workers safety.
On September 2007 the president of FATIPEC (Federation of the Paints, Varnishes,
Lacquers and Printing Inks Industries Technologists' Associations of Continental
Europe) along with the Oil & Color Chemists' Association reported that new
EU safety regulations have been put into place which include a tenfold lowering
of the concentration limits of isocyanates in all paints. These new regulations
will afford Nanotech the opportunity to gain new ground.

-8-

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Manufacturing

Overview

Nanotech, intends to establish full commercial-scale manufacturing for both of its products at Adhpro Adhesives in Magog, Quebec and Simpson Coatings in California through non-exclusive toll manufacturing agreements.

Nanotech’s strategy is to avoid large capital investments in manufacturing and to outsource the manufacturing of the Nanotech Products to third-party manufacturers. At current capacity, the Company can manufacture 20,000 tons per year.

Third Party Manufacturing Partners

Adhpro Adhesives Inc.

Adhpro is an industrial premium quality adhesives manufacturer based out of Magog, Quebec Canada. Adhpro’s products are manufactured from the highest quality raw material to meet customer’s exact needs. Established since 1990, Adhpro is
a young company that is expanding its skills from coast to coast.

Simpson Coatings Group Inc.

Simpson Coatings Group Inc. is a manufacturer of a wide variety of paints and lacquers for over fifty years based out of San Francisco, California. Simpson Coatings is a leader and respected principal in nearly every major coating paint category and
a broadening list of specification products selling to firms of every description. The company is also a member of the National Paint and Coatings Association, Inc., and through this membership is kept current with all the latest specifications and
their amendments.

Due to its long history, qualifications and production capacity Simpson Coatings is positioned as the primary source of production for the United States and its president is a Board member of Nanotech.

Research and Development

Nanotech does not foresee spending any capital on research and development. Nanotech has a renewable Licensing Agreement with NTI to sell the Green Polyurethane® Binder and Green Polyurethane® Monolithic Floor Coating. Any and all research
and development for the Nanotech Products is conducted by NTI .

Intellectual Property Protection

Several formulations of Green PolyurethaneTM technology are patent and know-how protected through control of the manufacturing process. The underlying patents of Green PolyurethaneTM (often referred to as HNIPU or NIPU) have been filed
with the U.S Registrar of Patents and are held by NTI.

-9-

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Name of Patent
    Filed in USA (No.
      & Date)Liquid oligomer composition containing
      hydroxylamine adducts and method of manufacturing thereof
    12/315,580 04/12/2008Nanostructured Hybrid Oligomer Composition
    12/381,626 03/13/2009Epoxy-Amine Composition Modified with
      Hydroxyalkyl Urethane
    12/383,589 03/26/2009


In addition, with respect to proprietary knowledge that is not
patentable and processes for which patents are difficult to enforce, Nanotech
relies on trade secret protection and confidentiality agreements to safeguard
its interests. Many elements of the manufacturing process used by Nanotech may
involve proprietary knowledge, technology or data that is not covered by patents
or patent applications, including technical processes, equipment designs,
algorithms and procedures.

Facilities and Employees

Epod Solar Inc.s principal office is located in Daly City,
California, U.S.A.

As of December 31, 2010, Epod Solar Inc. had 3 employees.

Competition

To date, the Company is unaware of any true green alternative
to toxic PU and as such does not have any direct competition. However, it still
must compete against major companies manufacturing and supplying toxic PU based
paints and coatings. Large members of this market are BASF, Bayer Material
Science, Dow Chemical, Huntsman, & Sika AG. The Companys products, however,
offer these competitors a cost effective and attractive green alternative to
their existing coating formulations.

Enviromental Matters

Epod Solar Inc.is not aware of any pending or threatened
environmental investigation, proceeding or action by foreign, federal, state or
local agencies, or third parties involving its current operations.

Description of the Industry

The Global Polyurethane Market

According to 2005 industry estimates by IAL Consultants, the
global PU market is a $30-35 billion industry with approximately 30.3 million
tonnes of total production. North America currently dominates production with
8.2 million tonnes; Eastern Europe has 1.3 million tonnes of production; while
the Middle East and Africa currently produce 1.7 million tonnes. IAL Consultants
predict that China will overtake the U.S. in production by 2010. Growing from
its current production of 6.4 million tonnes, China is likely to become the
world leader in PU production as well as a significant consumer of PU based
consumer goods.

The Company estimates that 80% of the world market for PU based
applications is a potential market for Green Polyurethane materials, in the
form of PU based foam products, excluding certain foams produced at very low
cost for furniture. Green Polyurethane could also replace up to 20% of the
high-end epoxy flooring/coating market.

-10-

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According to the Center for the Polyurethanes, the industry is generally broken up into the following segments:

Flexible Foam – used in bedding, furniture, automotive interiors, carpet underlay and packaging

Rigid Foam – energy-efficient and versatile insulation, which results in cutting fuel and construction costs while making commercial and residential properties safer, better utilized and more comfortable

Thermoplastic Polyurethane (TPU) – highly elastic, flexible and resistant to abrasion, impact and weather. TPU's can be colored or fabricated in a wide variety of methods, and their use increases a product's overall durability

Coatings, Adhesives, Sealants and Elastomers – coatings make a product more esthetic and durable; adhesives provide strong bonding advantages; sealants provide tighter seals; elastomers can be molded into almost any shape, are lighter than
metal, offer superior stress recovery and can be resistant to many environmental factors

The World Coatings Market

According to the research company, Datamonitor, the global paints and coatings market generated total revenues of $71.7 billion in 2006 at a compound annual growth rate (CAGR) of 4.5% for the five year period 2002-2006 and is projected to
accelerate, with an anticipated CAGR of 5.2% for the five-year period 2006-2011, reaching an expected market value of $92.5 billion by the end of 2011.

Market consumption volumes increased with a CAGR of 2.6% from 2002-2006 to reach a total of 29.4 million tonnes. Market volume is expected to rise to 35.5 million tonnes by the end of 2011, representing a CAGR of 3.9% for the period of 2006-2011.
Higher percentage value gains over volume gains are the result of increasing improvements in the technology of paint formulation and delivery systems which have reduced wastage. In addition, average prices have been steadily increasing due to
stronger prospects for higher quality, environmentally friendlier products such as powder-based and rad-cure coatings.

The Company’s current target market is the Industrial and Specialty Coatings segments, which represent a combined 54.1% of the total global PU coatings market or in value terms $38.8 billion.

-11-

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ITEM 1A. RISK FACTORS

Risks Related to Our Business, Products and the Green
Polyurethane Industry

Risks Related to Epod Solar Inc.s Business Operations

We have a limited operating history.

Nanotech was incorporated on July 8, 2010 and has limited or no
operating history. As such historical operating results may not provide a
meaningful basis for evaluating the business, financial performance and
prospects. You should consider the Companys business, operations and prospects
in light of the risks, expenses and challenges faced as an early-stage
company.

Our business, and therefore our results of operations and
financial condition, may be adversely affected by the current disruption in the
global credit markets and instability of financial systems.

The recent disruption in the global credit markets, the
re-pricing of credit risk and the deterioration of the financial and real estate
markets generally, particularly in the U.S. and Europe, have all contributed to
a reduction in consumer spending and a decline in the overall U.S. and world
economy. Although the recent disruptions were initially in the housing,
financial and insurance sectors, this deterioration has further expanded to the
general economy and various sectors. Tight credit, increased unemployment and
reduced consumer confidence have had negative effects on demand in the consumer
market and consequently for our product and service offerings. In addition, some
economists are predicting that the U.S. economy, and possibly the global
economy, has entered into a prolonged recession or even a depression as a result
of the foregoing factors. Such a prolonged downturn in the U.S. or global
economy could have a material adverse effect on our business in a number of
ways, including lower product demand and lower sales, which could have a
material adverse effect on our liquidity, results of operations and financial
condition.

The intellectual property used by the Company has limited
protection.

The process of seeking patent, industrial design and trademark
protection can be time consuming and expensive and there can be no assurance
that patents, industrial design registrations or trademark registrations will
issue from future applications or that the existing intellectual property rights
used by the Company or any new patents, industrial design registrations or
trademark registrations that may be issued will be sufficient in scope or
strength to provide meaningful protection or any commercial advantage. There can
be no assurance that any pending or future patent, industrial design or
trademark applications will be granted in respect of the technology used by The
Company or that any existing, pending or future patents, industrial design
registrations or trademark registrations will not be challenged, invalidated,
ignored, circumvented or otherwise rendered unenforceable.

The Companys future success depends on its ability to
increase its client base and distribution channels

We will initially sell the Company Products primarily to
end-users within North America. If we are unable to successfully increase our
client base and expand our distribution channels, our revenues and future
prospects may be materially harmed. As we seek to grow our sales by entering new
markets, our ability to increase market share and sales will depend
substantially on our ability to expand our distribution channels by identifying,
developing and maintaining relationships with manufacturers and distributors. We
may be unable to enter into relationships with resellers in the markets we
target or on terms and conditions favorable to us, which could prevent us from
entering these markets at all or in accordance with our current plans. Our
ability to enter into and maintain relationships with resellers will be
influenced by factors beyond our control, including the relationships between
these resellers and our competitors and market acceptance of our products.

-12-

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Our dependence on third party manufacturers for the manufacturing of all the Company Products could prevent us from delivering our products to our customers within required timeframes, which could result in order cancellations and loss of
market share.

We obtain all of the the Company Products using third party manufacturers and assemblers and using materials and components procured from a limited number of third-party suppliers. If we fail to develop or maintain our relationships with these or
other suppliers, we may be unable to manufacture our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required time frames which may,
in turn, result in order cancellations and loss of market share. The failure of a supplier to supply materials and components in a timely manner, or to supply materials and components that meet our quality, quantity and cost requirements could
impair our ability to manufacture our products or increase their component costs, particularly if we are unable to obtain substitute sources of these materials and components on a timely basis or on terms acceptable to us.

Highly Competitive Industry

Many of the companies with which the Company will compete have significantly greater financial and other resources than the Company. Additionally, other companies which at present are not in competition with the Company may also enter into this
industry, thereby directly competing with the Company.

Uncertain Acceptance and Maintenance Of Company Brand

The Company believes that the establishment and maintenance of a brand identified with the Company’s services is critical to attracting and expanding its customer base. While the Company is confident that its services and brand name(s) will
provide an excellent foundation for developing brand awareness, no assurance can be given that such branding efforts will be successful. Promotion of brand awareness among users will depend, among other things, on the Company’s success in its
marketing efforts and the usability of its services, none of which can be assured.

Significant Growth Places a Strain on Resources

If the Company is unable to manage growth effectively, business could be adversely affected. The Company expects to experience significant growth, both internally and through possible acquisitions and partnerships. This anticipated future growth may
place a significant strain on its resources. As part of this growth, the Company will need to expand on its operational and financial systems, procedures and controls.

The Company may require additional capital in the future and no assurance can be given that such capital will be available at all or available on acceptable terms.

The Company does not currently generate sufficient revenue from operations to cover operating expenses and is not profitable. If the Company is not able to significantly increase operating revenue and achieve profitability, it may require additional
equity or other means of debt financing to maintain business operations, fund expansions or complete strategic acquisitions. There can be no assurances that The Company will be able to obtain additional financial resources on favorable commercial
terms or at all. Failure to obtain such financial resources could affect plans for sustainability and growth, or result in the Company being unable to satisfy obligations as they become due, either of which could have a material adverse effect on
the Company’s business and financial condition.

-13-

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The Company has no history of significant profit and no assured foreseeable earnings.

The Company has no history of significant profit. The Company expects to continue to incur losses in the very near future, and there can be no assurance that it will ever be profitable as it expects operating expenses to increase as its client base
and distribution channels are expanded. The Company’s ability to reach and sustain profitability depends on a number of factors including, but not limited to, the availability of financing and the continued availability of third party
manufacturers.

The Company’s business depends substantially on the continuing efforts of its executive officers, and its business may be severely disrupted if the Company loses their services. In addition, if the Company is unable to attract, train and
retain technical personnel, the Company’s business may be materially and adversely affected.

The Company’s future success depends substantially on the continued services of its executive officers. If one or more of the Company’s executive officers are unable or unwilling to continue being employed by us, the Company may not be
able to replace them readily, if at all. Therefore, the Company’s business may be severely disrupted, and it may incur additional expenses to recruit and retain new officers.

Recruiting and retaining capable personnel is vital to the Company ’s success. If the Company is unable to retain and attract qualified employees, the Company’s business may be materially and adversely affected.

Our ability to increase market share and sales depends on our ability to successfully expand our distribution channels.

We will sell the Company Products to companies within North America. If we are unable to successfully expand our distribution channels and client base significantly, our revenues and future prospects will be materially harmed. As we seek to grow our
sales by entering existing and new markets in some of which we have little experience selling our solar power products, our ability to increase market share and sales will depend substantially on our ability to expand our distribution channels by
identifying, developing and maintaining relationships with resellers both within and outside of North America. We may be unable to enter into relationships with resellers in the markets we target or on terms and conditions favorable to us, which
could prevent us from entering these markets or entering these markets in accordance with our plans.

Risks Related to the Common Stock

The Company may conduct further offerings in the future, in which case your shareholdings will be diluted.

Since inception, both the Registrant and the Company have relied on equity sales of Common Stock and issuances of convertible debt and warrants convertible or exercisable into shares of Common Stock to fund operations. The Registrant may conduct
further equity and/or convertible debt offerings in the future to finance current projects or to finance subsequent projects that it decides to undertake. If Common Stock is issued in return for additional funds, or upon conversion or exercise of
outstanding convertible debentures or warrants, the price per share could be lower than that paid by existing common stockholders. The Registrant anticipates continuing to rely on equity sales of Common Stock and issuances of convertible debt and/or
warrants convertible or exercisable into shares of Common Stock in order to fund its business operations. If the Registrant issues additional shares of Common Stock, your percentage interest in the Registrant will be lower. This condition, often
referred to as “dilution”, could result in a reduction in the per share value of your shares of Common Stock.

-14-

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The Company may exercise its American-European Option and additionally its Asia Option in the Licensing Agreement which will result in your shareholdings being significantly diluted.

Should the Company exercise the American-European Option or also exercise the Asia Option, (as defined in the Licensing Agreement), this will result in a significant issuance of Common Stock in return for Perpetual Licensing Rights (as defined in
the Licensing Agreement). This share issuance will also result in a change of control and NTI will own 52.5% of the Company’s outstanding Common Stock in return for the exercise of the American-European Option (and an additional 10% of the
Company’s outstanding Common Stock in the event the Company also exercises the Asia Option). As a result, NTI will have substantial influence over all matters requiring stockholder approval, including the election of directors and the approval
of significant corporate transactions such as mergers, tender offers and the sale of all or substantially all of the assets. The interests of NTI could conflict with or differ from your interests as a holder of common shares. For example, the
concentration of ownership held by NTI could delay, defer or prevent a change of control of the Company or impede a merger, takeover or other business combination which you may view favorably.

The Registrant does not anticipate paying dividends in the future.

The Registrant’s current policy is to retain earnings to finance the development of new lines of products and to otherwise reinvest in our business. Therefore, the Registrant does not anticipate paying cash dividends in the foreseeable future.
The Registrant’s dividend policy will be reviewed from time to time by the Board of Directors in the context of its earnings, financial condition and other relevant factors. Until the Registrant pays dividends, which it may never do, its
shareholders will not be able to receive a return on shares of Common Stock unless they sell them.

-15-

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ITEM 2. DESCRIPTION OF PROPERTY

Description of Property

We do not own any real property or any rights to acquire any real property. Our head office is located at 950 John Daly Blvd. Suite 260,Daly City, CA 94015 . The lease is on a month to month basis, at $3,750 per month.

ITEM 3. LEGAL PROCEEDINGS

Litigation

There are no pending legal proceedings to which the Company is a party or to which any of our property is subject and to the best of our knowledge, no such actions against us are contemplated or threatened.

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

There were no matters submitted, through solicitation of proxies or otherwise, to a vote of our stockholders during the fourth quarter of the Company’s fiscal year ended December 31, 2010.

-16-

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Common Stock is quoted on the OTC Bulletin Board. Our
shares were first traded on the OTC Bulletin Board on July 10, 2009 under the
name Allora Minerals, Inc., (OTCBB: ALRL). On August 12, 2009, the change of
the Registrants name to EPOD Solar Inc. was approved by the NASD, and we were
issued the new trading symbol EPDS.

The following table indicates the high and low bid prices of
our common stock obtained during the periods indicated:

|               |   | For the period ended |  |   |      |  |   | For the period ended |  |   |      | 
|-------------- | - | -------------------- |  | - | ---- |  | - | -------------------- |  | - | ---- | 
|               |   | December 31,2010     |  |   |      |  |   | December 31,2009     |  |   |      | 
|               |   | High                 |  |   | Low  |  |   | High                 |  |   | Low  | 
|               |   |                      |  |   |      |  |   |                      |  |   |      | 
|First Quarter  | $ | 0.06                 |  | $ | 0.01 |  |   | NA                   |  |   | NA   | 
|Second Quarter | $ | 0.17                 |  | $ | 0.01 |  |   | NA                   |  |   | NA   | 
|Third Quarter  | $ | 1.88                 |  | $ | 0.13 |  | $ | 16.25                |  | $ | 0.60 | 
|Fourth Quarter | $ | 1.65                 |  | $ | 1.00 |  | $ | 1.45                 |  | $ | 0.20 | 

The range of high and low price quotes of our common stock as
set out in the table above is as quoted on the OTC Bulletin Board. The market
quotations provided reflect inter-dealer prices, without retail markup,
mark-down or commission and may not represent actual transactions.

The number of holders of record of our shares of our common
stock, as of December 31, 2010 was 210.

Penny Stock Rules

The United States Securities and Exchange Commission (SEC)
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00, other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system; provided, that current
price and volume information with respect to transactions in such securities is
provided by the exchange or system. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which: (a) contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading; (b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation of
such duties or other requirements of securities laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and significance of the spread between the bid and ask price;
(d) contains a toll-free telephone number for inquiries on disciplinary actions;
(e) defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and in such
form as the SEC shall require by rule or regulation.

-17-

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The broker-dealer also must, prior to effecting any transaction in a penny stock, provide the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the
customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock that is not otherwise exempt from those rules, the broker-dealer must: (a) make a special written determination that the penny stock is a
suitable investment for the purchaser; and (b) receive from the purchaser his or her written acknowledgement of receipt of the determination and a written agreement to the transaction.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock and therefore stockholders may have difficulty selling those securities.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable
future.

Sale of Unregistered Securities

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

-18-

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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 OR PLAN OF OPERATIONS

This Management's Discussion and Analysis (“MD&A”) is designed to assist investors in understanding the nature and the importance of the changes and trends, as well as the risks and uncertainties associated with the Company's
operations and financial position. Some sections of this MD&A contain forward-looking statements that, because of their nature, necessarily involve a number of known and unknown risks and uncertainties, including statements regarding our capital
needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as
“may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or
“continue,” the negative of such terms or other comparable terminology. The Company's actual and future results could therefore differ materially from those indicated or underlying these forward-looking statements. In evaluating these
statements, you should consider various factors, including the risks discussed below, and, from time to time, in other reports filed by the Company with the SEC. See “Risk Factors” and “Special Note Regarding Forward Looking
Statements”.

Although the Company deems the expectations reflected in these forward-looking statements to be reasonable, the Company cannot provide any guarantee as to the materialization of the expectations reflected in these forward-looking statements.

-19-

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Basis of Presentation

This MD&A on the Company's operating results and cash flows for the fiscal year ended December 31, 2010 as well as its financial position at December 31, 2010, should be read in conjunction with the consolidated financial statements and
accompanying notes contained in this report.

Company Overview

Headquartered in Daly City, CA , Epod Solar Inc.’s (“Epod” ) core business is that of it’s wholly-owned subsidiary, Nanotech Industries International Inc. (‘Nanotech”). This business is the manufacturing and sale
of alternative non-toxic (isocyanate-free) polyurethane, Green PolyurethaneTM. The products manufactured and sold by Nanotech (“Nanotech Products”) include coatings and raw binder ingredients (Green Polyurethane® Monolithic
Floor Coating and Green PolyurethaneTM Binder). Nanotech was granted the right to manufacture and sell the Nanotech Products pursuant to an agreement (“Licensing Agreement”) entered into between Nanortech and NTI (Nanotech
Industries Inc.) the holder of the proprietary rights to the license and intellectual property required for the manufacturing of the Nanotech Products. The Nanotech Products will target the coatings, adhesives, sealants and elastomers
(“C.A.S.E.”) market in North America, with options to sell in Europe, South America and Asia, pursuant to the terms of the Licensing Agreement. (see Note 3 to consolidated financial statements and Item 1 –Description of Business) .

Off-Balance Sheet Arrangements

During the fiscal year ended December 31, 2010, the Company had no off-balance sheet arrangements.

Summary of Critical Accounting Estimates

Development Stage Company

The Company complies 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.

Going Concern

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has
incurred net losses of $4,062,486 since inception. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or
bank financing necessary to support The Company's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise
additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail its
operations.

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

-20-

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Operating Results for the Fiscal Year Ended December 31,2010

Results of Operations

We have had no operating revenues for the period from our inception on July 8, 2010 through our fiscal year ended December 31, 2010. Our activities to date have been financed from the proceeds of share subscriptions and from loans from related and
other parties and trade payables.

For the period from inception on July 8, 2010 through our fiscal year ended December 31, 2010, we incurred total expenses of $4,062,486 including non-cash charges of $3,369,634 from stock-based compensation, intangible asset amortization of
$77,957, other general and administrative expenses of $420,152 and interest expense of $194,743.

Liquidity and Capital resources

We had cash balances of $3,194 at December 31, 2010. We do not have enough cash on hand to commence operations.

From our inception we raised $25,000 through an exercise of warrants at $0.40 per share for 62,500 shares. We issued 100,000 shares for fair value services rendered with respect to media relations of $135,000 in the fourth quarter of
2010. We issued Senior Secured Convertible Debentures for $400,000 on August 16, 2010. We raised an additional $75,000 and $72,600 from short-term loans in the 4th quarter of 2010

In March 2011, the Company offered $1,000,000 in Convertible Debentures, with an individual face value of $5,000, a maturity of 36 months and a coupon rate of 10% per annum payable in cash or capital stock at the Company’s discretion.
Each debenture shall be convertible (using a conversion factor of 1.4) into 3,571 Units of the Company where each Unit (at a price of $1.40 per Unit), comprises of 1 share of common stock at and one half a stock purchase warrant of the Company
with an exercise price of $2.00 and a maturity of 36 months. Warrants are exercisable at the option of the holder at any time prior to maturity. The Debentures shall carry an anti-dilution provision if the total outstanding shares exceed
9,250,000 shares and shall close on or about April 30, 2011. As of April 8, 2011 the company has received proceeds of $359,562 related to these Convertible Debentures.

Principal Cash Flows for the Fiscal Year Ended December 31, 2010

Operating activities used cash flows of $364,471. Net change in operating assets and liabilities generated cash flows of $72,556. This increase in use of cash relates primarily to the net loss incurred during 2010 after adjusting for
non-cash expenses.

Financing activities provided cash flows of $367,665, primarily as a result of receipt of funds for the issuance of $400,000 in Senior Secured Convertible Debentures. In addition, the Company repaid $206,810 of the Note Payable -
Related party, issued loans payable for a total of $149,475 and received proceeds from the exercise of 62,500 warrants of $25,000.

-21-

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Convertible Debt

The fair market value of our 10% senior secured convertible debentures is subject to interest rate risk, market price risk and other factors due to the convertible feature of the debentures. The fair market value of the debentures will generally
increase as interest rates fall and decrease as interest rates rise. In addition, the fair market value of the debentures will generally increase as the market price of our common stock increases and decrease as the market price falls. The interest
and market value changes affect the fair market value of the debentures but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations.

-22-

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Epod Solar Inc.

Consolidated Financial Statements December 31, 2010

****

****

-23-

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Epod Solar Inc.

Consolidated Financial Statements December 31, 2010

|Contents                                                      |           
|------------------------------------------------------------- | ----------
|                                                              |           
|Report of Independent Registered Public
      Accounting Firm | F-1       
|Consolidated Balance Sheet                                    | F-2       
|Consolidated Statement of Operations                          | F-3       
|Consolidated Statement of Stockholder's Deficit               | F-4       
|Consolidated Statement of Cash Flows                          | F-5       
|Notes to Consolidated Financial Statements                    | F-6 - F-15

---

Report of Independent Registered Public Accounting
Firm

To the Board of Directors ofEpod Solar Inc.(A
Development Stage Company)

We have audited the accompanying consolidated balance sheet of Epod Solar
Inc. (the Company) as of December 31, 2010, and the related
consolidated statements of
operations, stockholders' deficit, and cash flows for the period from July 8,
2010 (inception) to December 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 audit.

We conducted our audit 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 audit provides 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 December 31, 2010, and the results of its operations and its cash flows
for the period from July 8, 2010 (inception) to December 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.

/s/ LBB & Associates Ltd., LLP LBB & Associates
Ltd., LLP Houston, Texas April 12, 2011

F-1

---

Epod Solar Inc.

(A Development Stage Company) Consolidated
Balance SheetDecember 31, 2010

|ASSETS                                                                                                                                 |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | -
|Current assets                                                                                                                         |   |            |  
|Cash                                                                                                                                   | $ | 3,194      |  
|Total current assets                                                                                                                   |   | 3,194      |  
|Intangible asset, net of accumulated
      amortization of $77,957                                                                     |   | 422,043    |  
|TOTAL ASSETS                                                                                                                           | $ | 425,237    |  
|                                                                                                                                       |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                  |   |            |  
|                                                                                                                                       |   |            |  
|Current liabilities                                                                                                                    |   |            |  
|Accounts payable and accrued liabilities                                                                                               | $ | 72,556     |  
|Loans payable  related party                                                                                                          |   | 72,600     |  
|Loan payable, net of unamortized premium of
      $5,625                                                                               |   | 76,875     |  
|Note payable  related party                                                                                                           |   | 293,190    |  
|Total current liabilities                                                                                                              |   | 515,221    |  
|                                                                                                                                       |   |            |  
|Senior Secured Convertible Debentures, net
      of unamortized discount of $222,132                                                   |   | 177,868    |  
|                                                                                                                                       |   |            |  
|Total liabilities                                                                                                                      |   | 693,089    |  
|                                                                                                                                       |   |            |  
|STOCKHOLDERS DEFICIT                                                                                                                  |   |            |  
|                                                                                                                                       |   |            |  
|Common stock, $0.001 par value, 75,000,000
      shares authorized, 5,302,003 shares issued and outstanding at December 31,
      2010 |   | 5,302      |  
|Additional paid in capital                                                                                                             |   | 3,789,332  |  
|Deficit accumulated during development
      stage                                                                                     |   | (4,062,486 | )
|                                                                                                                                       |   |            |  
|Total stockholders deficit                                                                                                            |   | (267,852   | )
|                                                                                                                                       |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                            | $ | 425,237    |  

The accompanying notes are an integral part of these financial
statements

F-2

---

Epod Solar Inc.(A Development Stage Company)Consolidated Statement of OperationsFor the Period July 8,
2010 (Inception) through December 31, 2010

|Revenues                                  | $ | -          |  
|----------------------------------------- | - | ---------- | -
|General and administrative expenses       |   | 3,789,786  |  
|Interest expense                          |   | 194,743    |  
|Amortization of intangible asset          |   | 77,957     |  
|Total expenses                            |   | 4,062,486  |  
|Net loss                                  | $ | (4,062,486 | )
|Basic and diluted net loss per share      | $ | (0.87      | )
|Basic and diluted weighted average shares |   | 4,695,111  |  

The accompanying notes are an integral part of these
financial statements

F-3

---

Epod Solar Inc.(ADevelopmentStageCompany)Consolidated StatementofStockholdersDeficitFor the Period July 8, 2010(Inception)throughDecember31, 2010

DeficitAccumulatedDuring theCommon
    
    
    
    
    
    Additional
    
    
    DevelopmentShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Stage
    
    
    TotalBalance , July 8,2010
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Issuance of Founders' shares
      for services rendered
    
    3,381,003
    
    
    3,381
    
    
    334,719
    
    
    
    
    
    338,100Fair value of warrants
      granted on July 8- re-valued on August 30
    
    -
    
    
    -
    
    
    2,047,471
    
    
    -
    
    
    2,047,471Fair value of warrants
      granted on July 14- re-valued on August 30
    
    -
    
    
    -
    
    
    849,063
    
    
    -
    
    
    849,063Recapitalization from reverse
      acquisition
    
    1,821,000
    
    
    1,821
    
    
    (1,821
    )
    
    -
    
    
    -Issuance of shares for
      services rendered
    
    100,000
    
    
    100
    
    
    134,900
    
    
    -
    
    
    135,000Beneficial conversion feature
      on Senior Secured Convertible Debenture
    
    -
    
    
    -
    
    
    126,607
    
    
    -
    
    
    126,607Valuation of warrants issued
    
    -
    
    
    -
    
    
    273,393
    
    
    -
    
    
    273,393Exercise of warrants for cash
      on July 30,2010 - 62,500 shares at $0.40 per share
    
    -
    
    
    -
    
    
    25,000
    
    
    -
    
    
    25,000Net loss during the
      development stage
    
    -
    
    
    -
    
    
    -
    
    
    (4,062,486
    )
    
    (4,062,486
    )Balance, December 31, 2010
    
    5,302,003
    
    $
    5,302
    
    $
    3,789,332
    
    $
    (4,062,486
    )
    $
    (267,852
    )


Theaccompanyingnotes are anintegralpart of thesefinancialstatements

F-4

---

Epod Solar Inc.(A Development Stage Company)ConsolidatedStatement of Cash FlowsFor the Period
July 8, 2010 (Inception) Through December 31, 2010

|CASH FLOWS FROM OPERATING ACTIVITIES                                                            |   |            |  
|----------------------------------------------------------------------------------------------- | - | ---------- | -
|Net loss                                                                                        | $ | (4,062,486 | )
|Adjustments to reconcile net loss to
      net cash provided by (used in) operating activities: |   |            |  
|Stock-based compensation                                                                        |   | 3,369,634  |  
|Amortization of discount                                                                        |   | 51,261     |  
|Amortization of intangible asset                                                                |   | 77,957     |  
|Interest expense on beneficial
      conversion feature related to Senior Secured Conv. Deb.    |   | 126,607    |  
|Change in operating assets and liabilities                                                      |   |            |  
|Accounts payable                                                                                |   | 72,556     |  
|Net cash used in operating activities                                                           |   | (364,471   | )
|                                                                                                |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                            |   |            |  
|Proceeds from Senior Secured
      Convertible Debenture                                        |   | 400,000    |  
|Proceeds from exercise of warrants                                                              |   | 25,000     |  
|Proceeds from loan payable                                                                      |   | 76,875     |  
|Proceeds from loan payable -related party                                                       |   | 72,600     |  
|Repayments of note payable                                                                      |   | (206,810   | )
|Net cash provided by financing activities                                                       |   | 367,665    |  
|                                                                                                |   |            |  
|INCREASE IN CASH                                                                                |   | 3,194      |  
|                                                                                                |   |            |  
|CASH, BEGINNING                                                                                 |   | -          |  
|CASH, ENDING                                                                                    | $ | 3,194      |  
|                                                                                                |   |            |  
|Supplemental cash flow information                                                              |   |            |  
|Interest paid                                                                                   | $ | -          |  
|Income taxes paid                                                                               | $ | -          |  
|                                                                                                |   |            |  
|Non-cash transactions                                                                           |   |            |  
|Acquisition of intangible asset through
      issuance of note payable                          | $ | 500,000    |  
|Discount arising from warrants
      attached to issuance of SSCD                               | $ | 273,393    |  

The accompanying notes are an integral part of these
financial statements

F-5

---

Epod Solar Inc.(A Development Stage Company)Notes to Consolidated Financial StatementsDecember 31, 2010

NOTE 1 – NATURE OF BUSINESS AND GOING CONCERN

Epod Solar Inc. (the “Company”, “EPOD”) was incorporated in the State of Nevada on July 8, 2010 and is in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 915, “Development Stage Entities”.

On August 30, 2010 (the "Closing Date") EPOD closed on the acquisition from Nanotech Industries International Inc. ("Nanotech"), a corporation formed pursuant to the laws of Nevada on July 8, 2010, of all of the issued and outstanding shares of
capital stock of Nanotech (""Nanotech Shares") held by the holders of the Nanotech Shares ("Nanotech Shareholders") (the "Acquisition"). The purchase price for the Acquisition consisted of 3,381,003 shares of common stock, $0.001 par value per
share (the " EPOD Common Stock") of the Registrant, issued to Nanotech Shareholders. Nanotech is the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of Nanotech. As a result of
such acquisition, our operations are now focused on the manufacturing and sale of Green PolyurethaneTM, including Green Polyurethane® Monolithic Floor Coating and Green PolyurethaneTM Binder, an alternative non-toxic (isocyanate-free)
polyurethane.

At December 31, 2010, the Company’s business operations had not been fully developed and its revenues had not reached a sufficient level to sustain ongoing operating costs. As a result, the Company is classified as a development stage company.
The Company also remains highly dependent upon funding from non-operational sources.

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has
incurred net losses of $4,062,486 since inception. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or
bank financing necessary to support The Company's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise
additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail its
operations.

F-6

---

NOTE 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 December 31. The financial statements do not present an audited balance sheet for comparative purposes, as Nanotech Industries International, the accounting acquirer of the reverse-merger (see note 1), was formed on July 8, 2010.

Principles of Consolidation- The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Nanotech. All significant inter-company balances and transactions have been eliminated in the
consolidated financial statements.

Use of Estimates–The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain 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 revenue and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents–EPOD maintains various cash balances in one financial institution located in Daly City, California. These balances are fully insured by the Federal Deposit Insurance Corporation, which insures
up to $250,000. On occasion, balances may temporarily exceed such coverage. The company considers all highly liquid debt instruments, which could include commercial paper and certificates of deposits, with an original maturity of three months or
less to be cash equivalents. Investments with maturities greater than three months and less than on year are classified as short term investments.

Accounts Receivable–Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are
determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions, and the financial stability of its customers.

Inventories-Inventories are valued at the lower of cost or market. The cost is determined by using the average cost method.

Intangible Asset: -The intangible is comprised of intellectual property which is amortized on a straight-line basis over 36 months.

Impairment of Long-Lived Assets–In accordance with Financial Standards Board Accounting Standards Codification (“FASB ASC”) 360, “Property, Plant and Equipment”, long-lived assets to be held and
used are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. The determination of recoverability of long-lived assets is based on an
estimate of undiscounted future cash flows resulting from the use of the asset or its disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or net realizable value. No impairment was recognized during 2010.

The Company amortizes its intangible asset over an estimated three year life.

F-7

---

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Revenue Recognition–Revenue is recognized when persuasive evidence of an arrangement exists, goods are delivered, sales price is determinable, and collection is reasonably assured.

Income Taxes–Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred taxes. Deferred income taxes are provided for the
estimated income tax effect of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets are also provided for certain tax loss carryforwards and tax credit carryforwards. A valuation
allowance is established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As long as the Company is categorized as a development stage company, the net amount of
any potential deferred tax assets will be off-set by such valuation allowance. Deferred income taxes are measured using the enacted tax rates that are assumed will be in effect when the asset and liability basis differences reverse and/or when the
tax loss carryforwards and tax credit carryforwards are utilized.

Fair Value–Generally accepted accounting principles define fair value, establish a framework for measuring fair value, and establish a fair value hierarchy that prioritizes the inputs to valuation techniques. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer
the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach are used to measure
fair value.

Development Stage –The Company complies with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 915 “Development Stage Entities” in its characterization of the Company as
a development stage enterprise.

Stock Based Compensation-Stock based compensation expense is recorded in accordance with FASB ASC Topic 718, “Compensation – Stock compensation”, for stock and stock options awarded in return for services
rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will
occur and records expense based upon the number of awards expected to vest.

Recently Issued 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.

F-8

---

NOTE 3 - FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The table below presents the carrying value and fair value of
Companys financial instruments. The disclosure excludes leases.

|                                         |   | December 31,2010 | 
|---------------------------------------- | - | ---------------- | 
|                                         |   |                  | 
|                                         |   | Carrying Value   | 
|Financial assets                         |   |                  | 
|Cash                                     | $ | 3,194            | 
|Financial liabilities                    |   |                  | 
|Accounts payable and accrued liabilities |   | 72,556           | 
|Loan payable                             |   | 76,875           | 
|Loan payablerelated party               |   | 72,600           | 
|Note payable related party              |   | 293,190          | 
|Senior Secured Convertible debentures    |   | 177,868          | 

F-9

---

NOTE 4 INTANGIBLE ASSET

On July 12, 2010, EPOD (formerly Nanotech Industries
International Inc.) entered into an agreement with Nanotech Industries Inc., an
entity whos CEO is our CEO and Director, for the rights to manufacture and
distribute environmentally safe, coatings, adhesives, sealants and elastomers
using Nanotech Industries Incs technology. As per the licensing agreement, EPOD
has a three year exclusivity for all of North America and has the option to
obtain rights for the rest of the world on an exclusive perpetual basis, in
exchange for the issuance of stock to equal 62.5% of the Companys total
shares.

As part of the licensing agreement, EPOD agreed to pay Nanotech
Industries Inc. a one -time licensing fee of $500,000 and a 5% royalty on sales.
The licensing fee must be paid within twelve months of the date of the
agreement. The licensing rights were valued by management at $500,000 based on
an independent appraisal of the transaction. The capitalized license rights are
being amortized over a three year life. The amount of amortization for the
period ending December 31, 2010 was $77,957.

Intangibles consist of the following at December 31, 2010:

|License                        | $ | 500,000 | 
|------------------------------ | - | ------- | 
|                               |   |         | 
|Total Intangible asset         |   | 500,000 | 
|Less: accumulated amortization |   | 77,957  | 
|Total intangible asset, net    | $ | 422,043 | 

NOTE 5LOAN PAYABLE

The loan from a non-related party was issued for $75,000 on
November 16, 2010 and is repayable on May 16, 2011 with a 10% premium. This
$7,500 premium is being amortized over the six month period and accordingly
$1,875 in interest has been expensed at December 31, 2010.

NOTE 6  SENIOR SECURED CONVERTIBLE DEBENTURES

On August 16, 2010 the Company entered into a securities
purchase agreement with a third party for the subscription of senior secured
convertible debentures (SSCD) for an amount of $400,000. The debentures have a
maturity of 2 years with a coupon of 10% and convert into shares of common stock
of the Company at a price of $0.75 per share. The notes are secured by all
assets of the Company. The subscriber also received 533,336 series A warrants
with a maturity of 1 year and an exercise price of $1.25 and 133,360 series B
warrants with a maturity of 3 years and an exercise price of $1.50. The maturity
of the Series A warrants were extended to February 28, 2014 in March 2011. The
debentures and series A warrants carry registration rights whereby upon the
consummation of the reverse merger with EPOD, the shares underlying the
debentures and series A warrants will be registered in an S-1 filing as soon as
is practicable. All prices and warrants issued have been adjusted for the post
acquisition of EPOD by NTI.

The obligations of the Company under the SSCD will rank senior
to all outstanding and future indebtedness of the Company and shall be secured
by a first priority, perfected security interest in all the assets of the
Company.

F-10

---

The unamortized discount of $222,132 is as a result of the
relative fair value of the Series A and B warrants attached to the SSCD. The
fair value of these was determined to be $273,393 using the assumptions
discussed below. Amortization of the debt discount was $51,261 for the period
ending December 31, 2010, and is included in interest expense. The discount will
be amortized using the effective interest method over the two year term of the
debt

A beneficial conversion feature was determined to exist based
on the relative fair value of the warrants and the debt ($126,607), and was
recognized as interest expense. An additional $15,000 of interest expense has
been accrued at 10%.

The fair value of the Series A & B warrants issued with the
debentures was determined by the Black-Scholes-Merton valuation model, using the
following assumptions:

Series A:

|Expected volatility     |   | 149.0% | 
|----------------------- | - | ------ | 
|Expected life           |   | 1 year | 
|Risk-free interest rate |   | 0.25%  | 
|Dividend yield          | $ | Nil    | 

Series B:

|Expected volatility     |   | 203.4%  | 
|----------------------- | - | ------- | 
|Expected life           |   | 3 years | 
|Risk-free interest rate |   | 0.76%   | 
|Dividend yield          | $ | Nil     | 

NOTE 7 STOCKHOLDERS DEFICIT

|                                                      |   | December 31, | 
|----------------------------------------------------- | - | ------------ | 
|                                                      |   | 2010         | 
|Authorized without limit as to number -               |   |              | 
|75,000,000 common shares authorized, $0.001 par value |   |              | 
|                                                      |   |              | 
|Issued -                                              |   |              | 
|5,302,003 common shares                               | $ | 5,302        | 

On August 30, 2010, the Company closed on the acquisition from
Nanotech of all of the issued and outstanding shares of capital stock of
Nanotech. The purchase price for the acquisition consisted of 3,381,003 shares
of common stock, $0.001 par value per share of the Company, issued to Nanotech
Shareholders. Also on this date, certain holders of the Companys Common Stock
submitted for cancellation 1,028,000 shares of the Companys Common Stock held
by them. The Companys stockholders retained 2,849,000 shares of stock in the
Company after the merger. The share exchange constituted a reverse merger and a
recapitalization of the Company. In conjunction with this reverse merger, the
historical accounts of Nanotech become the historical accounts of the Company
for accounting purposes.

F-11

---

On July 8, 2010, Nanotech issued to a consultant, to the CEO,
to directors and to shareholders of the Company 13,314,285 stock purchase
warrants exercisable into common shares at $0.01 per share. These warrants may
be exercised in whole or in part at any time and expire on July 8, 2015. On
August 30, 2010 following the acquisition of Nanotech by the Company the
exercise price and the number of warrants have been altered as the warrants are
now to purchase the Company shares. The number of warrants has been reduced to
1,331,428 and the exercise price is now $0.10 per share. As a result, the
Company recorded an expense and an adjustment to additional paid-in capital of
$2,047,471 during the period ending December 31, 2010, based on the fair value
of the warrants on the dates of issuance and modification. There are no registration rights or
exercise price adjustments related to these warrants.

On July 14, 2010, Nanotech issued to a consultant 7,500,000
stock purchase warrants exercisable into common shares at $0.04 per share. These
warrants may be exercised in whole or in part at any time and expire on March
14, 2011. On August 30, 2010 following the acquisition of Nanotech by the
Company the exercise price and the number of warrants have been altered as the
warrants are now to purchase the Company shares. The number of warrants has been
reduced to 750,000 and the exercise price is now $0.40 per share. After the
exercise of warrants as described below, there are 687,500 of these warrants
outstanding. As a result, the Company recorded an expense and an adjustment to
additional paid-in capital of $849,063 during the period ending December 31,
2010, based on the fair value of the warrants on the dates of issuance and
modification.

The fair value of the July 8, 2010 warrants issued, and their
August 2010 revaluation was determined by the Black-Scholes-Merton valuation
model, using the following assumptions:

|                        |   | July
      2010 |  |   | August 2010 | 
|----------------------- | - | --------------- |  | - | ----------- | 
|Expected volatility     |   | 111%            |  |   | 104.4%      | 
|Expected life           |   | 5 years         |  |   | 5 years     | 
|Risk-free interest rate |   | 1.7%            |  |   | 1.39%       | 
|Dividend yield          | $ | Nil             |  | $ | Nil         | 

The fair value of the July 14, 2010 warrants issued, and their
August 2010 revaluation was determined by the Black-Scholes-Merton valuation
model, using the following assumptions:

|                        |   | July
      2010 |  |   | August 2010 | 
|----------------------- | - | --------------- |  | - | ----------- | 
|Expected volatility     |   | 169%            |  |   | 139.1%      | 
|Expected life           |   | 7 months        |  |   | 7 months    | 
|Risk-free interest rate |   | 0.3%            |  |   | 0.18%       | 
|Dividend yield          | $ | Nil             |  | $ | Nil         | 

In July 2010, a warrant holder exercised 625,000 warrants, with
the Company receiving $25,000 of cash proceeds. The shares have not yet been
issued. As the shares will be issued post acquisition, only 62,500 EPOD shares
will be issued at a price of $0.40 per share.

On October 19, 2010 the Company issued 100,000 shares with a
fair value of $135,000 to a consultant for services rendered.

F-12

---

A summary of the activity in the Company's warrants during the
period is presented below:

|                                                           |  | Number of |   |   | Weighted Average | 
|---------------------------------------------------------- |  | --------- | - | - | ---------------- | 
|                                                           |  | Warrants  |   |   | Exercise Price   | 
|                                                           |  |           |   |   |                  | 
|Transactions during the period:                            |  |           |   |   |                  | 
|Issued July 8 ,2010                                        |  | 1,331,428 |   | $ | 0.10             | 
|Issued July 14 ,2010                                       |  | 750,000   |   | $ | 0.40             | 
|Issued August 16,
    2010                                 |  | 666,696   |   | $ | 1.30             | 
|Exercised                                                  |  | (62,500   | ) | $ | 0.40             | 
|                                                           |  |           |   |   |                  | 
|Outstanding and
      exercisable, as at December 31, 2010 |  | 2,685,624 |   | $ | 0.47             | 

NOTE 8 RELATED PARTY TRANSACTIONS

During the period ending December 31, 2010, the Company repaid
$206,810 of the note payable to the related party described in Note 3. The
remaining balance as of December 31, 2010 was $293,190.

A shareholder loaned the Company $72,600 that is non-interest
bearing and unsecured, with no specific terms of repayment or collateral.

NOTE 9  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.

F-13

---

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

|                                                    |   | Year ended |  
|--------------------------------------------------- | - | ---------- | -
|                                                    |   | Dec. 31,   |  
|                                                    |   | 2010       |  
|                                                    |   |            |  
|US federal statutory tax rate                       |   | 34%        |  
|Change in US valuation allowance                    |   | (34%       | )
|                                                    |   |            |  
|Effective tax rate                                  |   | -          |  
|                                                    |   |            |  
|Deferred tax assets consist of the
      following: |   | Dec. 31,   |  
|                                                    |   | 2010       |  
|                                                    |   |            |  
|Net operating loss carryforward                     | $ | 1,381,000  |  
|Valuation allowance                                 |   | (1,381,000 | )
|                                                    |   |            |  
|Deferred tax asset                                  | $ | -          |  

The Company has non-capital losses carried forward of
approximately $4,062,000 which expire beginning in 2031. 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.

NOTE 10 SUBSEQUENT EVENTS

On February 9, 2011 the Company issued 30,000 shares with a
fair value of $51,000 to a consultant for services rendered.

On March 14, 2011, the board of directors of EPOD Solar Inc.
(the Company), authorized the extension of the expiration date of the common
stock purchase warrants described below to February 28, 2014. This extension of
the expiration date will apply to the following: (i) the 533,336 series A
warrants issued to a third party pursuant to the SSCD agreement entered into on
August 16, 2010; and (ii) the 687,500 stock purchase issued to a consultant on
July 14, 2010.The warrants will be revalued in the first quarter of 2011.

On March 17, 2011, the Company and Nanotech Industries Inc.
(NTI). entered into an Amendment to the Licensing Agreement (Amendment
Agreement) previously entered into by and between the Parties on July 12, 2010.
The Territory as defined in Section 1 of the Licensing Agreement has been
expanded to include the territory of the Customs union of Belorussia, Kazakhstan
Republic and Russian Federation (the Russian Territory), on an exclusive basis
for a period of ten years from the date of the signing of the Amendment
Agreement. In exchange for the right to Manufacture and Sell in the Russian
Territory, the Company shall pay to NTI an ongoing royalty of 7.5% payable as
set out in section 2 (ii) of the Agreement and a one- time royalty fee of
$150,000 payable within 12 months of the signing of this amendment. NTI shall
grant the Company the right to sub-license its right to Manufacture and Sell in
the Russian Territory to Nanotop, a Russian Corporation.

F-14

---

In March 2011, the Company offered $1,000,000 in Convertible
Debentures, with an individual face value of $5,000, a maturity of 36 months and
a coupon rate of 10% per annum payable in cash or capital stock at the Companys
discretion. Each debenture shall be convertible (using a conversion factor of
1.4) into 3,571 Units of the Company where each Unit (at a price of $1.40 per
Unit) , comprises of 1 share of common stock at and one half a stock purchase
warrant of the Company with an exercise price of $2.00 and a maturity of 36
months. Warrants are exercisable at the option of the holder at any time prior
to maturity. The Debentures shall carry an anti-dilution provision if the total
outstanding shares exceed 9,250,000 shares and shall close on or about April 30,
2011. As of April 8, 2011 the company has received proceeds of $359,562 related
to these Convertible Debentures.

During the first quarter of 2011 the Company received the
following advances:

| | - | $30,000 from a corporation owned by a
      shareholder, which is non-interest bearing and unsecured with no specified
      terms of repayment.            
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                             
| | - | $115,000 in advances from a warrant holder and
      stockholders, which are non- interest bearing and unsecured with no
      specified terms of repayment.

On March 2 2011, the company entered into a loan agreement with
a shareholder, whereby the shareholder has agreed to loan the Company $50,000 to
be repaid by the maturity date of May 2, 2011. The loan has a $3,000 premium
payable at a maturity and includes 50,000 warrants with a maturity of 24 months
at an exercise price of $1.48. The lender has the option to convert the loan
into Convertible Debentures (see above) any time prior to the maturity date but
no later than such time as the Company issues Convertible Debentures not less
than $900,000 in aggregate.

During the first quarter of 2011 the company repaid $166,000 of
the Note Payable related party. There remains a balance of $127,190.

F-15

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTINGAND FINANCIAL DISCLOSURE

Our financial statements included in this annual report have
been audited by LBB & Associates Ltd., LLP, Houston, Texas, as set forth in
this annual report. There have been no disagreements on accounting and financial
disclosure for the year ending December 31, 2010.

ITEM 9A. CONTROLS AND PROCEDURES

Reference is made to the disclosures below under Item 9A(T)
Controls and Procedures.

Item 9A(T). Controls And Procedures.

Disclosure Controls

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.

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.

-25-

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
CONTROL PERSONS ANDCORPORATE GOVERNANCE; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGEACT

The address of all Directors and Executive Officers listed
above is c/o EPOD Solar Inc., 5  215 Neave Road, Kelowna, British Columbia,
Canada V1V 2L9.

Directors and Executive Officers.

The current directors and executive officers of the Registrant
are as follows:

|Name                   | Age | **Position(s)**                                                 
|---------------------- | --- | ----------------------------------------------------------------
|Joseph Kristul (1)     | 62  | Director, President, Treasurer
      and Chief Executive Officer
|Darin Nellis(1)        | 41  | Secretary                                                       
|Alex Trossman(1)       | 61  | Director                                                        
|Michael Matvieshen (2) | 49  | Director and Chief Executive Officer                            
|Gordon McKenzie (3)    | 45  | Treasurer                                                       
|Satpal Sidhul (4)      | 60  | President and Secretary                                         

(1) Joseph Kristul and Alex Trossman have been appointed as
directors of the Registrant subject to the filing and mailing of a Schedule 14f
information statement. They will begin service as directors of the Registrant on
the 10th day following the filing and mailing of a Schedule 14f information
statement.

(2) On August 30, 2010, Michael Matvieshen resigned as an
executive officer of the Registrant and also resigned as a director of the
Registrant subject to the filing and mailing of a Schedule 14f information
statement.

(3) On August 30, 2010 Gordon McKenzie resigned as Treasurer of
the Registrant.

(4) On August 30, 2010 Satpal Sidhu resigned as President and
Secretary of the Registrant.

All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and qualified.
There are no agreements with respect to the election of directors. There is no
family relationship between any of our directors or executive officers. As at
August 30, 2010, there was no known litigation pending or active against any of
our directors or executive officers. None of our directors or executive officers
has served as a general partner or executive officer of any company that has
filed, or has had filed against it, any petition for bankruptcy, either at the
time such filing was made or during the preceding two years.

-26-

---

Set forth below is certain biographical information for our current directors and executive officers and certain persons whom we have identified as key personnel, including a summary description of the principal occupation and business experience of
each of our directors and executive officers for at least the last five years.

Directors and Executive Officers

Joseph Kristul,President, CEO, Treasurer and Director

Mr. Kristul is one of the founders and principal financial backers of Nanotech Industries. He has years of experience in international financing with an emphasis on marketing and sales. He is the former Chairman, CEO and co-founder of Transnational
Financial Network. At Transnational Mr. Kristul was responsible for overall company management directly overseeing secondary marketing, finance, corporate marketing, investor relations and strategic corporate planning. In 1995 Mr. Kristul created
Transnational’s wholesale division, where he developed the company's base of loan brokers and implemented systems and controls to manage the quality of loan products delivered to brokers. In 1999 he took the company public and by 2005 had over
400 employees and $800 million in mortgage loan originations. Mr. Kristul graduated with a Master of Science in Applied Mathematics and Mechanics from the Odessa Physics and Technology University, in Odessa, Russia.

Darin Nellis,Secretary

Mr. Nellis, MBA ,has twenty years of experience working in business management and community relations for private, public and non-profit organizations in Africa and the US. His expertise includes strategic planning, marketing,
cross-cultural education, youth mentorship and nonviolent conflict resolution. Private sector positions include Director of Corporate Planning and consultant in the area of finance, strategic planning and marketing for several environmental high
tech firms including the Eurasian power quality equipment distribution company, Power Quality Holdings and the nanotechnology commercialization company, Nanotech Industries. Non-profit and public positions have included Community Development Officer
at The United Way of Greater LA, Loyola Marymount Peace Corps Fellow, Community Development Agent for the U.S. Peace Corps in Mauritania West Africa and Volunteer & Outreach Coordinator for the American Oceans Campaign. Mr. Nellis received his
BA from UCLA in International Relations and his MBA in International Business from Loyola Marymount University.

Alex Trossman,Director

Mr. Trossman is directly responsible for the daily running of Nanotech’s operations in Israel including managing the production process, client orders & communication, product documentation and customs issues. Mr. Trossman has nearly 30
years of experience in management and mechanical engineering in Israel working in such positions as Assistant Chief Engineer for Automotive Industries, Ltd.; Chief of the Engineering Department of Rotem-Amfert-Negev, Ltd., a large fertilizer
producer; Technical Manager of Galam, Ltd., a Starch, Glucose & Fructose producer; General Manager of Eurotech Israel, Ltd. and as a founding partner and general manager of the Polymate Research Center.

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Significant Employees

Elena Shenkar,Director of Administration

Ms. Shenkar :has seventeen years of experience as a business owner and upper level executive in the hospitality and finance industries. Her expertise includes negotiations and management of contractual relationships with bankers, private
equity investors, landlords, trademark and transactions attorneys, architects, interior designers, operations managers, entitlement consultants, neighborhood community leaders, publicists, marketing and promotions firms, major publications, graphic
and brand designers, corporate America executives and high profile charity organizations. She was one of the founding partners of O Sushi Café in Brea, California and helped structure, develop and finance several key concepts in the
hospitality industry including the construction, operations and ownership of Blowfish Sushi in the highly publicized, billion-dollar, Santana Row Development. She has raised close to five million dollars for various business ventures and has a
wealth of experience with investor relations. She attended the University of Southern California where she received a bachelor of science in Business Finance. She also attended Whittier Law School and has passed the California Bar Exam. Ms. Shenkar
was born in Odessa, Ukraine and immigrated to the United States in 1978. She is fluent in English and Russian.

John Lupo,Director of Sales

Mr. Lupo :Before joining Nanotech Industries, John Lupo, an industry veteran with over 35 years experience in the chemical coatings and automotive aftermarket refinishing industries, was the owner and operator of a sales and marketing
consulting company, Market Masters, doing business with numerous U. S. and International Companies. Prior to the formation of Market Masters he was employed by Sherwin Williams Co. BASF, and Spies Hecker. He has held positions of Sales
Representative, Branch Manager, Regional Manager and Director of Sales and Marketing. His extensive knowledge and experience in paint products, both Domestic and European, including their applications, allowed him to successfully introduce and
market their products. Mr. Lupo’s marketing ability allows him to solicit new business from a multitude of small to large companies, cross sell associated product lines and enhance the company’s share of the market place. John received a
Bachelor of Science Degree in Business Administration from Lewis University, Lockport, Illinois.

Executive Employment Agreements

The Company currently has no employment agreements in place with any of its named executive officers. Long-Term Incentive PlansThe Company currently has no long-term incentive plans.

Compensation of Directors

The Company has not compensated our directors for service on the board of directors. Stock Option PlansThe Company currently has no stock option or other equity incentive plans.

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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.

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.

Section 16(A) Beneficial Ownership Reporting Compliance

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 December 31, 2010.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The table below sets forth all compensation awarded to, paid to
or earned by the Registrants President, Chief Executive Officer and Chief
Financial Officer for the fiscal year of the Company indicated.

The table below sets forth all compensation awarded to, paid to
or earned by the Companys President, Chief Executive Officer and Chief
Financial Officer for the fiscal year of the Registrant indicated.

|                                                                                                  |      |         |       |        |        | Nonequity            | **Nonqualified** |              |      
|------------------------------------------------------------------------------------------------- | ---- | ------- | ----- | ------ | ------ | -------------------- | ---------------- | ------------ | -----
|Name and                                                                                          |      |         |       |        |        | Incentive            | Deferred         | All          |      
|Principal                                                                                         |      |         |       | Stock  | Option | Plan                 | Compensation     | Other        |      
|Position                                                                                          | Year | Salary  | Bonus | Awards | Awards | **Compensa****tion** | Earnings         | Compensation | Total
|                                                                                                  |      | ($)     | ($)   | ($)    | ($)    | ($)                  | ($)              | ($)          | ($)  
|                                                                                                  |      |         |       |        |        |                      |                  |              |      
|Joseph Kristul (1) Director, President,
      Chief Executive Officer and Chief Financial Officer | 2010 | $64,000 | 0     | 0      | 0      | 0                    | 0                | 0            | 0    
|Michael Matvieshen (1) President, Chief Executive Officer
      and Chief Financial Officer       | 2010 | 0       | 0     | 0      | 0      | 0                    | 0                | 0            | 0    
|Satpal Sidhu President (3)                                                                        | 2010 | 0       | 0     | 0      | 0      | 0                    | 0                | 0            | 0    

|(1) | Mr. Kristul has an annual salary of $192,000 that
      commenced September 2010.                                      
|--- | -----------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                        
|(2) | Mr. Matvieshen resigned as Chief Executive Officer and
      Chief Financial Officer of the Company on August 30, 2010.
|    |                                                                                                                        
|(3) | Mr. Sidhu resigned as President of the Company on August
      30, 2010.                                               

Compensation of Executive Officers

Mr Kristul receives a salary of $192,000 per annum. For the
period ended December 31, 2010 his salary was $64,000.

Employment Agreements

The Company has not entered into any employment agreements with
our executive officers or other employees to date.

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive
officers during the fiscal year ended December 31, 2010.

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Outstanding Equity Awards at Fiscal Year End

No unexercised options or warrants were held by any of our named executive officers at
December 31, 2010. No equity awards were made during the fiscal year ended
December 31, 2010.

Option Exercises and Stock Vested

No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the fiscal year ended December 31, 2010.

Pension Benefits

No named executive officers received or held pension benefits during the fiscal year ended December 31, 2010.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 31, 2010.

Potential Payments upon Termination or Change in Control

Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
ANDMANAGEMENT

The table below provides information about the beneficial
ownership of the Common Stock as of December 31, 2010, by each of the current
directors and executive officers, by all directors and executive officers as a
group and by each person known to the Registrant who is the beneficial owner of
more than 5% of any class of the Registrants securities. Unless otherwise
noted, the persons listed below have sole voting and investment power with
respect to the shares reported.

|                                                                                    | Beneficial   |           
|----------------------------------------------------------------------------------- | ------------ | ----------
|                                                                                    | Ownership    |           
|                                                                                    |              |           
|Name of Beneficial Owner                                                            | Total Shares | Percent of
|                                                                                    | (2)          | Class (4) 
|                                                                                    |              |           
|Joseph Kristul (1) Director, President,
      Treasurer and Chief Executive Officer | 500,000(3)   | 9.42%     
|Darin Nellis (1), Secretary                                                         | 75,000       | 1.41%     
|Alex Trossman (1), Director                                                         | 62,500       | 1.18%     
|Eugene Shenkar                                                                      | 389,200      | 7.34%     
|All Directors and Executive Officers as a
      Group (3 Persons)                   | 637,500      | 12.02%    

|(1) | Executive officer and/or director of the Company. The
      appointment of Mr. Kristul and of Mr. Trossman shall become effective on
      the Effective Date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                               
|(2) | Represents the total number of shares of Common Stock
      owned as of December 31, 2010.                                                                    
|    |                                                                                                                                                               
|(3) | Represents 400,000 shares of common stock issued to Mr.
      Kristul and 100,000 shares issued to his wife, Maria Kristul.                                   
|    |                                                                                                                                                               
|(4) | The percentages listed in the percent of class column are
      based upon 5,302,003 issued and outstanding shares of Common
  Stock.                         

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Related Persons

None of the following parties has had, since the beginning of the Company’s fiscal year, any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect the
Registrant:

- Any directors or executive officers;
- Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of Common Stock;
- Any promoters; and
- Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.

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. The Company intends, 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. The Company has not determined whether any
of its directors are independent.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Audit Fees

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

Fiscal Year Ended Dec. 31, 2010Audit Fees
    $ 10,425Audit-Related Fees
    -Tax Fees
    -All Other Fees
    -Total
    $ 10,425


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. The audit and tax fees paid to the auditors with respect to
our fiscal year ended December 31, 2010 were pre-approved by the Board of
Directors.

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ITEM 15. EXHIBITS

|Exhibit |                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                            
|3.1     | Amended Articles of
      Incorporation. (1)                                                                                                       
|3.2     | Bylaws, as amended. (1)                                                                                                                            
|3.3     | Certificate of Amendment to
      Articles of Incorporation (2)                                                                                    
|10.1    | Stock Purchase Agreement, dated August 18,
      2010, by and among Nanotech Industries International Inc. and EPOD Solar
      Inc. (3)           
|10.2    | Licensing Agreement between
      Nanotech Industries International Inc and Nanotech Industries Inc. dated
      July 12, 2010 (4)                 
|31.1    | Certification of Principal Executive Officer
      pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                     
|32.1    | Certification of Principal
      Executive Officer and Principal Financial Officer pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002.

(1)Incorporated by reference to the Registration Statement on
Form S-1 (File No. 333-153675), filed with the SEC on September 26, 2008. 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. (4)Incororated as
reference to the Current Report on Form 8-K filed with the SEC on August 30,2010

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: April 15, 2011 | EPOD SOLAR INC.
|-------------------- | ---------------
|                     | (Registrant)   
|                     |                
|                     | By:            
|                     |                
|                     |                
|                     |                
|                     |                

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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 |  |                                        | April 15, 2011
|Joseph Kristul     |  | President and Chief Executive Officer, |               
|                   |  | (Principal executive officer           |               
|                   |  | principal financial and                |               
|                   |  | accounting officer)                    |               
|                   |  |                                        |               
|                   |  |                                        |               
|                   |  |                                        |               
|/s/ Alex Trossman  |  |                                        | April 15, 2011
|Alex Trossman      |  | Director                               |               

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