UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934 FOR THE FISCAL YEAR ENDED: MAY 31, 2009

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

Commission File Number: 000-53459

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

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


5  215 Neave Road, Kelowna, British Columbia, Canada V1V 2L9(Address of Principal Executive Offices, including zip code)

(250) 491-8111
(Registrants Telephone Number, Including Area Code)

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

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


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

Common Stock, $.001 par value(Title of Each Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes □        
 No Q

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 Q

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 Q        
 No □

Indicate by check mark whether the registrant has submitted electronically and
 posted on its corporate Website, if any, every Interactive Data File required
 to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
 preceding 12 months (or for such shorter period that the registrant was
 required to submit and post such files).

Yes □        
 No □

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
 of Regulation S-K is not contained herein, and will not be contained, to the
 best of registrants knowledge, in definitive proxy or information statements
 incorporated by reference in Part III of this Form 10-K or any amendment to
 this Form 10-K.    
 Q

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of accelerated filer, large accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act.

|Large Accelerated File□                           | Accelerated Filer□        
|------------------------------------------------- | --------------------------
|Non-accelerated Filer□                            | Smaller reporting companyQ
|(Do not check if a smaller
    reporting company) |                           

Indicate by checkmark whether the registrant is a shell company (as defined in
 Rule 12b-2 of the Act).

Yes Q        
 No □

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

The shares of the registrants common stock outstanding as of May 31, 2009 was 3,775,000.







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EXPLANATORY NOTE

EPOD Solar Inc. (the Registrant) was incorporated in the State of Nevada as Allora Minerals, Inc.. On June 30, 2009, the Registrant entered into an agreement to purchase certain assets of EPOD Solar Inc., a corporation formed
pursuant to the laws of the province of British Columbia, Canada (EPOD Canada) and the outstanding shares of capital stock of certain of EPOD Canadas subsidiaries, as disclosed in a Current Report on Form 8-K filed by the
Registrant with the Securities and Exchange Commission on July 7, 2009. See Recent Developments.

Subsequently, the Registrant amended its Articles of Incorporation to change its name to EPOD Solar, Inc., as disclosed in a Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 22,
2009.

The reader should be aware that, unless the context requires otherwise, the information contained in this Annual Report on Form 10-K relates to the business and operations of Allora Minerals, Inc. for its fiscal year ended May 31, 2009 and does not
give effect to the transactions referenced above.







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TABLE OF CONTENTS

|PART I                                                                                                         |   
|-------------------------------------------------------------------------------------------------------------- | --
|                                                                                                               |   
|Item 1. Business.                                                                                              | 4 
|Item 1A. Risk Factors.                                                                                         | 5 
|Item 1B. Unresolved Staff
      Comments.                                                                      | 5 
|Item 2. Properties.                                                                                            | 5 
|Item 3. Legal Proceedings.                                                                                     | 6 
|Item 4. Submission of Matters to a Vote of
      Security Holders.                                             | 6 
|                                                                                                               |   
|PART II                                                                                                        |   
|                                                                                                               |   
|Item 5. Market For Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity Securities. | 6 
|Item 6. Selected Financial
      Data.                                                                         | 6 
|Item 7. Managements Discussion and Analysis
      of Financial Condition and Results of Operations.           | 7 
|Item 7A. Quantitative and
      Qualitative Disclosures about Market Risk.                                     | 9 
|Item 8. Financial Statements and Supplementary
      Data.                                                     | 10
|Item 9. Changes In and
      Disagreements With Accountants on Accounting and FinancialDisclosure.             | 21
|Item 9A(T). Controls and Procedures.                                                                           | 21
|Item 9B. Other Information.                                                                                    | 21
|                                                                                                               |   
|PART III                                                                                                       |   
|                                                                                                               |   
|Item 10. Directors, Executive
      Officers and Corporate Governance.                                         | 21
|Item 11. Executive Compensation.                                                                               | 23
|Item 12. Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder Matters. | 24
|Item 13. Certain Relationships and Related
      Transactions, and Director Independence.                      | 24
|Item 14. Principal Accounting
      Fees and Services.                                                         | 25
|                                                                                                               |   
|PART IV                                                                                                        |   
|                                                                                                               |   
|Item 15. Exhibits, Financial
      Statement Schedules.                                                        | 26

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PART I

FORWARD-LOOKING STATEMENTS

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

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

ITEM 1.

BUSINESS

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

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

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

Recent Developments

As previously disclosed by the Registrant (then Allora Minerals, Inc.) in a Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on July 7, 2009, on June 30, 2009, the Registrant (then Allora Minerals,
Inc.) entered into an Asset and Stock Purchase Agreement (the Acquisition Agreement) with EPOD Solar Inc., a Canadian corporation located in Kelowna, British Columbia, Canada (EPOD Canada), and its wholly owned
subsidiaries, Epod Solar (Wales) Limited (Epod UK) and EPOD Industries Inc. (Epod Industries), whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of (i) Epod Solar Europe Ltd.
(Epod Europe) from EPOD Canada, and (ii) Great Lakes Solar Utilities Inc. (Great Lakes) from EPOD Industries (the Acquisition). In addition, pursuant to the terms of the Acquisition Agreement, the Company agreed
to purchase substantially all of the assets of Epod UK. The purchase price for the Acquisition will consist of 2,651,000 shares of the Companys common stock, $0.001 par value per share (Common Stock), which will be issued to
EPOD Canada.

As of August 28, 2009, the Registrant entered into negotiations to amend the Acquisition Agreement in order to modify the assets and shares of capital stock being acquired by the Registrant pursuant to the Acquisition. Pursuant to these proposed
amendments, the Registrant would agree to purchase (a) all of the issued and outstanding shares of capital stock of Great Lakes, and (b) the fixed assets of Epod UK, located at its facilities at Unit 1, Horsefair Road, Bridgend, Wales, United
Kingdom.

4

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Pursuant to the Acquisition Agreement, the Registrant will agree to assume certain liabilities of EPOD Canada and Epod UK commensurate with the closing of the Acquisition including, without limitation, the following:

- That certain (i) Two Million dollar ($2,000,000) 11% Secured Convertible Debenture (the Debenture), and (ii) Common Stock Purchase Warrant (the Investor Warrant), issued by EPOD Canada to Dr. Chandra Pemmasani in
connection with the closing of a private placement (the Private Placement) completed June 30, 2009. The Debenture and the Investor Warrant were each issued by EPOD Canada pursuant to a Securities Purchase Agreement, dated as of June 30,
2009, by and among the Registrant (then Allora Minerals, Inc.), EPOD Canada and Dr. Pemmasani (the Purchase Agreement).
- Those certain warrants (the Advisory Warrants) issued by EPOD Canada to CCI Financial Group, Inc. and Baneberry Capital Corp., respectively, in connection with their services to EPOD Canada as financial advisors in the Private
Placement.

The Registrant (then Allora Minerals, Inc.) agreed to register the shares of Common Stock issuable upon conversion of the Debenture and upon exercise of the Investor Warrant pursuant to that certain Registration Rights Agreement, dated as of June
30, 2009, by and between the Registrant (then Allora Minerals, Inc.) and Dr. Pemmasani. Pursuant to the terms of the Registration Rights Agreement, the Registrant agreed to file the initial registration statement required under the Registration
Rights Agreement no later than thirty (30) days following the date of closing of the Acquisition, and to use its best efforts to have such initial registration statement declared effective by the SEC not later than sixty (60) days following the date
of closing of the Acquisition.

The obligations of EPOD Canada under the Debenture are secured by a lien on the fixed assets of Epod UK acquired by the Registrant in the Acquisition, as evidenced by (i) a Guaranty and Indemnity among the Registrant (then Allora Minerals, Inc.),
Epod UK and Dr. Pemmasani, (ii) a Debenture entered into between Epod UK and Dr. Pemmasani, and (iii) a Deed Agreement entered into among EPOD Canada, Epod UK and Dr. Pemmasani (collectively, the Security Documents). The Registrant has
agreed to assume EPOD Canadas obligations under the Security Documents commensurate with the closing of the Acquisition.

Following the completion of the acquisition, the Registrant will do business as a vertically-integrated solar energy company.

ITEM 1A.

RISK FACTORS

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

ITEM 1B.

UNRESOLVED STAFF COMMENTS

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

ITEM 2.

PROPERTIES

None.

5

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ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of our fiscal year ended May 31, 2009, there were no matters submitted to a vote of our shareholders, through the solicitation of proxies or otherwise.

PART II

ITEM 5.

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

Our Common Stock is listed for trading on the OTC Bulletin Board, operated by the Financial Industry Regulatory Authority (FINRA). As of May 31, 2009, our Common Stock was listed on the OTC Bulletin Board under the symbol
ALRL.OB. No shares of Common Stock were traded on the OTC Bulletin Board from the date of the Companys incorporation through the end of our fiscal year ended May 31, 2009.

Effective as of August 12, 2009, the change of the Registrants name to EPOD Solar Inc. was approved by FINRA and the OTC Bulletin Board, and we were issued the new trading symbol EPDS. Since July 7, 2009, the date the Registrant
announced the Acquisition by the filing of a Current Report on Form 8-K with the SEC, there has been trading in the Common Stock.

As of May 31, 2009, there were approximately 32 record owners of our Common Stock.

Dividend Policy

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

Recent Sales of Unregistered Securities

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

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

ITEM 6.

SELECTED FINANCIAL DATA

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

6

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ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Plan of Operation

As of May 31, 2009, the Company was inactive and intends no further operations as a mining development company. Following the completion of the Acquisition (as described below and under the heading Business  Recent Developments,
above), the Registrant will do business as a vertically-integrated solar energy company.

Recent Developments

As previously disclosed by the Registrant (then Allora Minerals, Inc.) in a Current Report on Form 8-K filed with the SEC on July 7, 2009, on June 30, 2009, the Company (then Allora Minerals, Inc.) entered into an Asset and
Stock Purchase Agreement (the Acquisition Agreement) with EPOD Solar Inc., a Canadian corporation located in Kelowna, British Columbia, Canada (EPOD Canada), and its wholly owned subsidiaries, Epod Solar (Wales) Limited
(Epod UK) and EPOD Industries Inc. (Epod Industries), whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of (i) Epod Solar Europe Ltd. (Epod Europe) from EPOD Canada,
and (ii) Great Lakes Solar Utilities Inc. (Great Lakes) from EPOD Industries. In addition, pursuant to the terms of the Acquisition Agreement, the Company agreed to purchase substantially all of the assets of Epod UK. The purchase price
for the Acquisition will consist of 2,651,000 shares of Common Stock, which will be issued to EPOD Canada.

As of August 28, 2009, the Registrant entered into negotiations to amend the Acquisition Agreement in order to modify the assets and shares of capital stock being acquired by the Registrant pursuant to the Acquisition. Pursuant to these proposed
amendments, the Registrant would agree to purchase (a) all of the issued and outstanding shares of capital stock of Great Lakes, and (b) the fixed assets of Epod UK, located at its facilities at Unit 1, Horsefair Road, Bridgend, Wales, United
Kingdom.

Pursuant to the Acquisition Agreement, the Registrant will agree to assume certain liabilities of EPOD Canada and Epod UK commensurate with the closing of the Acquisition including, without limitation, the following:

- That certain (i) 11% Secured Convertible Debenture (the Debenture), and (ii) Common Stock Purchase Warrant (the Investor Warrant), issued by EPOD Canada to Dr. Chandra Pemmasani in connection with the closing of a private
placement (the Private Placement) completed June 30, 2009. The Debenture and the Investor Warrant were each issued by EPOD Canada pursuant to a Securities Purchase Agreement, dated as of June 30, 2009, by and among the Registrant (then
Allora Minerals, Inc.), EPOD Canada and Dr. Pemmasani (the Purchase Agreement).
- Those certain warrants (the Advisory Warrants) issued by EPOD Canada to CCI Financial Group, Inc. and Baneberry Capital Corp., respectively, in connection with their services to EPOD Canada as financial advisors in the Private
Placement.

The Registrant (then Allora Minerals, Inc.) agreed to register the shares of Common Stock issuable upon conversion of the Debenture and upon exercise of the Investor Warrant pursuant to that certain Registration Rights Agreement, dated as of June
30, 2009, by and between the Registrant (then Allora Minerals, Inc.) and Dr. Pemmasani. Pursuant to the terms of the Registration Rights Agreement, the Registrant agreed to file the initial registration statement
required under the Registration Rights Agreement no later than thirty (30) days following the date of closing of the Acquisition, and to use its best efforts to have such initial registration statement declared effective by the SEC not later than
sixty (60) days following the date of closing of the Acquisition.

7

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The obligations of EPOD Canada under the Debenture are secured by a lien on the fixed assets of Epod UK acquired by the Registrant in the Acquisition, as evidenced by (i) a Guaranty and Indemnity among the Registrant (then Allora Minerals, Inc.),
Epod UK and Dr. Pemmasani, (ii) a Debenture entered into between Epod UK and Dr. Pemmasani, and (iii) a Deed Agreement entered into among EPOD Canada, Epod UK and Dr. Pemmasani (collectively, the Security Documents). The Registrant has
agreed to assume EPOD Canadas obligations under the Security Documents commensurate with the closing of the Acquisition.

Results of Operations

We have had no operating revenues for the period from our inception on November 2, 2007 through our fiscal year ended May 31, 2009. Our activities to date have been financed from the proceeds of share subscriptions. From our inception on November 2,
2007 to May 31, 2009, we raised a total of $28,000 from private offerings of our Common Stock. See Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Recent Sales of Unregistered
Securities.

For the period from inception on November 2, 2007 through our fiscal year ended May 31, 2008, we incurred total expenses of $5,143 and general and administrative expenses of $5,143. For the fiscal year ended May 31, 2009, we incurred total
expenses of $43,676 and general and administrative expenses of $43,676.

Liquidity and Capital resources

We had cash balances of $4,287 and $21,722 at May 31, 2009 and 2008 respectively. We do not have enough cash on hand to commence our exploration program and will not be commencing these operations.

Going Concern Consideration

We have not generated any revenues since inception. As of May 31, 2009 and 2008 respectively, the Company had accumulated losses of $48,819 and $5,143. Our independent auditors have included an explanatory paragraph in their report on the
financial statements accompanying this Annual Report on Form 10-K that raise substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern. See Recent Developments in this MD&A for a discussion of the Companys business going forward.

Off Balance Sheet Arrangements.

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

Summary of Critical Accounting Estimates

Exploration Stage Company

During our fiscal year ended May 31, 2009, the Company complied with Financial Accounting Standards Board Statement No. 7 Accounting and Reporting by Development Stage Enterprises in its characterization of the Company as an exploration
stage enterprise.

Mineral Interests

Mineral property acquisition costs during our fiscal year ended May 31, 2009 were capitalized in accordance with EITF 04-2. Mineral property exploration costs were expensed as incurred. When it was determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property were capitalized. To date, the Company has not established any reserves on its mineral properties.

8

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Recent Accounting Pronouncements

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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







9

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ITEM 8.

FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

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

|Report of Independent Registered Public
      Accounting Firm                                                                   | 11
|------------------------------------------------------------------------------------------------------------------------------- | --
|Financial Statements                                                                                                            |   
|Balance Sheets  May 31, 2009 and May 31,
      2008                                                                            | 12
|Statements of Operations  November 2, 2007 (inception)
      through May 31, 2008 and May 31, 2009 and Year ended May 31, 2009 | 13
|Statements of Stockholders Equity
      (Deficit)  November 2, 2007 (inception) through May 31, 2009                          | 14
|Statements of Cash Flows  November 2, 2007 (inception)
      through May 31, 2008 and 2009 and Year ended May 31, 2009         | 15
|Notes to Financial Statements                                                                                                   | 16

10

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of 
EPOD Solar Inc. 
(Formerly Allora Minerals, Inc.) 
(An Exploration Stage Company)

We have audited the accompanying balance sheets of EPOD Solar Inc. (formerly Allora Minerals, Inc.) (the Company) as of May 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for
the year ended May 31, 2009 and the periods from November 2, 2007 (inception) to May 31, 2008 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2009 and 2008, and the results of its operations and its cash flows for the year ended May 31,
2009 and the periods from November 2, 2007 (inception) to May 31, 2008 and 2009, 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 2010 raise substantial doubt about its
ability to continue as a going concern. The 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LBB & Associates Ltd., LLP
Houston, Texas 
August 27, 2009

11

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EPOD SOLAR INC. 
(FORMERLY ALLORA MINERALS, INC.) (An Exploration
Stage Company)

BALANCE SHEETS

(Expressed in U.S. dollars)


|                                                          |   |              |   |   |              |  
|--------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                          |   | May 31, 2009 |   |   | May 31, 2008 |  
|                                                          |   |              |   |   |              |  
|ASSETS                                                    |   |              |   |   |              |  
|                                                          |   |              |   |   |              |  
|Current assets                                            |   |              |   |   |              |  
|Cash                                                      | $ | 4,287        |   | $ | 21,722       |  
|Total current assets                                      |   | 4,287        |   |   | 21,722       |  
|Mineral property                                          |   | -            |   |   | 3,600        |  
|                                                          |   |              |   |   |              |  
|Total assets                                              | $ | 4,287        |   | $ | 25,322       |  
|                                                          |   |              |   |   |              |  
|LIABILITIES                                               |   |              |   |   |              |  
|Accounts payable                                          | $ | 1,823        |   | $ | -            |  
|Due to a related party                                    |   | 23,283       |   |   | 2,465        |  
|Total liabilities                                         |   | 25,106       |   |   | 2,465        |  
|                                                          |   |              |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                             |   |              |   |   |              |  
|Common stock                                              |   |              |   |   |              |  
|75,000,000 common shares with a par value
      of $0.001 |   |              |   |   |              |  
|Issued and outstanding:                                   |   |              |   |   |              |  
|3,775,000 common shares as at May 31, 2009
      and 2008 |   | 3,775        |   |   | 3,775        |  
|Additional paid in capital                                |   | 24,225       |   |   | 24,225       |  
|Deficit accumulated during the exploration
      stage    |   | (48,819      | ) |   | (5,143       | )
|Total stockholders equity (deficit)                       |   | (20,819      | ) |   | 22,857       |  
|Total liabilities and stockholders equity
      (deficit) | $ | 4,287        |   | $ | 25,322       |  

See accompanying notes to financial statements

12

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EPOD SOLAR INC. 
(FORMERLY ALLORA MINERALS, INC.) (An Exploration
Stage Company)

STATEMENTS OF OPERATIONS 
(Expressed in U.S. dollars)


|                                              |   |            |   |   |             |   |   |             | 
|--------------------------------------------- | - | ---------- | - | - | ----------- | - | - | ----------- | 
|                                              |   | Year Ended |   |   | November    |   |   | November    | 
|                                              |   | May 31,    |   |   | 2, 2007     |   |   | 2, 2007     | 
|                                              |   | 2009       |   |   | (Inception) |   |   | (Inception) | 
|                                              |   |            |   |   | to May 31,  |   |   | to May 31,  | 
|                                              |   |            |   |   | 2008        |   |   | 2009        | 
|                                              |   |            |   |   |             |   |   |             | 
|General and administrative                    | $ | 43,676     |   | $ | 5,143       |   | $ | 48,819      | 
|Net loss                                      | $ | 43,676     |   | $ | 5,143       |   | $ | 48,819      | 
|Basic and diluted loss per
      share        | $ | (0.01      | ) | $ | (0.00       | ) |   |             | 
|Weighted average number of shares outstanding |   | 3,775,000  |   |   | 2,528,436   |   |   |             | 

See accompanying notes to financial statements







13

---

EPOD SOLAR INC. 
(FORMERLY ALLORA MINERALS, INC.) (An Exploration
Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD NOVEMBER 2, 2007 (DATE OF INCEPTION) TO MAY
31, 2009

(Expressed in U.S. dollars)


|                                                   |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|-------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ------- | -
|                                                   |  |              |  |   |         |  |   |             |  |   | Deficit     |   |   |         |  
|                                                   |  |              |  |   |         |  |   |             |  |   | Accumulated |   |   |         |  
|                                                   |  |              |  |   |         |  |   | Additional  |  |   | During      |   |   |         |  
|                                                   |  | Common Stock |  |   | Paid-in |  |   | Exploration |  |   |             |  
|                                                   |  | Number       |  |   |         |  |   | Capital     |  |   | Stage       |   |   | Total   |  
|                                                   |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|Balance, November 2, 2007
      (Date ofInception) |  | -            |  | $ | -       |  | $ | -           |  | $ | -           |   | $ | -       |  
|Common shares issued for cash                      |  | 3,775,000    |  |   | 3,775   |  |   | 24,225      |  |   | -           |   |   | 28,000  |  
|Net loss                                           |  | -            |  |   | -       |  |   | -           |  |   | (5,143      | ) |   | (5,143  | )
|Balance, May 31, 2008                              |  | 3,775,000    |  |   | 3,775   |  |   | 24,225      |  |   | (5,143      | ) |   | 22,857  |  
|Net loss                                           |  | -            |  |   | -       |  |   | -           |  |   | (43,676     | ) |   | (43,676 | )
|Balance, May 31, 2009                              |  | 3,775,000    |  | $ | 3,775   |  | $ | 24,225      |  | $ | (48,819     | ) | $ | (20,819 | )

See accompanying notes to financial statements





14

---



|EPOD SOLAR INC.                  
|---------------------------------
|(FORMERLY ALLORA MINERALS, INC.) 
|(An Exploration Stage Company)   
|                                 
|STATEMENTS OF CASH FLOWS         
|                                 
|(Expressed in U.S.
      dollars)



|                                                                                                |   |              |   |   | November    |   |   | November    |  
|----------------------------------------------------------------------------------------------- | - | ------------ | - | - | ----------- | - | - | ----------- | -
|                                                                                                |   |              |   |   | 2, 2007     |   |   | 2, 2007     |  
|                                                                                                |   | Year Ended   |   |   | (Inception) |   |   | (Inception) |  
|                                                                                                |   | May 31, 2009 |   |   | to May 31,  |   |   | to May 31,  |  
|                                                                                                |   |              |   |   | 2008        |   |   | 2009        |  
|                                                                                                |   |              |   |   |             |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                            |   |              |   |   |             |   |   |             |  
|Net loss                                                                                        | $ | (43,676      | ) | $ | (5,143      | ) | $ | (48,819     | )
|Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities: |   |              |   |   |             |   |   |             |  
|Impairment of mineral property                                                                  |   | 3,600        |   |   | -           |   |   | 3,600       |  
|Change in operating assets and liabilities                                                      |   |              |   |   |             |   |   |             |  
|Accounts payable                                                                                |   | 1,823        |   |   | -           |   |   | 1,823       |  
|Net cash used in operating activities                                                           |   | (38,253      | ) |   | (5,143      | ) |   | (43,396     | )
|                                                                                                |   |              |   |   |             |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                            |   |              |   |   |             |   |   |             |  
|Mineral property acquisition                                                                    |   | -            |   |   | (3,600      | ) |   | (3,600      | )
|Net cash used in investing activities                                                           |   | -            |   |   | (3,600      | ) |   | (3,600      | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                                            |   |              |   |   |             |   |   |             |  
|Advances from related party                                                                     |   | 20,818       |   |   | 2,465       |   |   | 23,283      |  
|Proceeds from sale of stock                                                                     |   | -            |   |   | 28,000      |   |   | 28,000      |  
|Net cash provided by financing activities                                                       |   | 20,818       |   |   | 30,465      |   |   | 51,283      |  
|INCREASE (DECREASE) IN CASH                                                                     |   | (17,435      | ) |   | 21,722      |   |   | 4,287       |  
|CASH, BEGINNING                                                                                 |   | 21,722       |   |   | -           |   |   | -           |  
|CASH, ENDING                                                                                    | $ | 4,287        |   | $ | 21,722      |   | $ | 4,287       |  
|Supplemental cash flow information                                                              |   |              |   |   |             |   |   |             |  
|Interest paid                                                                                   | $ | -            |   | $ | -           |   | $ | -           |  
|Income taxes paid                                                                               | $ | -            |   | $ | -           |   | $ | -           |  

See accompanying notes to financial statements

15

---



|EPOD SOLAR INC.                  
|---------------------------------
|(FORMERLY ALLORA MINERALS, INC.) 
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS



|1. | NATURE OF OPERATIONS
|-- | --------------------

The Company was incorporated in the State of Nevada on November
2, 2007 and is in the development stage as defined by Statement of Financial
Accounting Standard (SFAS) No. 7, Accounting and Reporting by Development
Stage Enterprises.

During the period ended May 31, 2008, the Company commenced
operations by acquiring an option to purchase a mineral property located in
Western Australia. See Note 6. During the fiscal year ended May 31, 2009, the
Company made no further acquisitions. During the fiscal year ended May 31, 2009,
the Company was unable to meet the expenditure commitments associated with the
mineral property. Consequently, the mineral property option expired, and the
Company recorded a $3,600 impairment charge, included in general and
administrative costs.

These financial statements have been prepared on a going
concern basis which assumes the Company will not be able to realize its assets
and discharge its liabilities in the normal course of business for the
foreseeable future. The Company anticipates future losses in the development of
its business, raising doubt about the Companys ability to continue as a going
concern. The ability to continue as a going concern is dependent upon the
Company generating profitable operations in the future and/or to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management has, subsequent
to the year end, entered into an Asset and Stock Purchase Agreement (the
Acquisition Agreement) with EPOD Solar Inc. as disclosed in note 7 below.

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES
|-- | --------------------------------------------

Basis of Presentation

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

Exploration Stage Company

The Company complies with Financial Accounting Standards Board
Statement No. 7 Accounting and Reporting by Development Stage Enterprises in
its characterization of the Company as an exploration stage enterprise.

Cash and Cash Equivalents

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

Mineral Interests

Mineral property acquisition costs are capitalized in
accordance with EITF 04-2. Mineral property exploration costs are expensed as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are capitalized. To date, the
Company has not established any reserves on its mineral properties.

16

---



|EPOD SOLAR INC.                  
|---------------------------------
|(FORMERLY ALLORA MINERALS, INC.) 
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | ------------------------------------------------------------

Impairment of Long-lived Assets

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

Fair Value of Financial Instruments

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

Revenue Recognition

The Company recognizes reproduction and distribution revenue in
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
101 (SAB 101), Revenue Recognition in Financial Statements. Revenue is
recognized only when the price is fixed or determinable, persuasive evidence of
an arrangement exists, the service is performed, and collectibility is
reasonably assured. As at May 31, 2009, the Company had not generated any
revenues.

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

Foreign Currency Translation

The financial statements are presented in US dollars. In
accordance with Statement of Financial Accounting Standards No. 52, Foreign
Currency Translation, foreign denominated monetary assets and liabilities are
translated into their US dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. There were no gains or losses
resulting from foreign currency transactions included in results of operations.

Comprehensive Loss

SFAS No. 130, Reporting Comprehensive Income, establishes
standards for the reporting and display of comprehensive loss and its components
in the financial statements. As at May 31, 2009, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.

17

---



|EPOD SOLAR INC.                  
|---------------------------------
|(FORMERLY ALLORA MINERALS, INC.) 
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | ------------------------------------------------------------

Income Taxes

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

At May 31, 2009, a full deferred tax asset valuation allowance
was provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance
with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
presentation of both basic and diluted earnings per share (EPS) on the face of
the income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of
common shares outstanding (denominator) during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
including stock options, using the treasury stock method, and convertible
preferred stock, using the if-converted method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential common shares if their effect is
anti-dilutive.

Recent Accounting Pronouncements

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.

|3. | COMMON SHARES             
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|4. | RELATED PARTY TRANSACTIONS
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        

18

---



|EPOD SOLAR INC.                  
|---------------------------------
|(FORMERLY ALLORA MINERALS, INC.) 
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS



|5. | INCOME TAXES
|-- | ------------

Deferred income taxes reflect the net
effect of:

| | (a) | temporary difference between carrying amounts of assets
      and liabilities for financial purposes and the amounts used for income
      taxes reporting purposes, and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                         
| | (b) | net operating loss carryforwards.                                                                                                                                       

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

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

|                              | Year ended | Inception     
|----------------------------- | ---------- | --------------
|                              | May 31,    | through May   
|                              | 2009       | 31,
      2008
|                              |            |               
|US federal statutory tax rate | 34%        | 34%           
|US valuation allowance        | (34%)      | (34%)         
|Effective tax rate            | -          | -             



|Deferred tax assets consist of the following: |   | May 31, |   |   | May 31, |  
|--------------------------------------------- | - | ------- | - | - | ------- | -
|                                              |   | 2009    |   |   | 2008    |  
|                                              |   |         |   |   |         |  
|Net operating loss carryforward               | $ | 17,000  |   | $ | 1,700   |  
|Valuation allowance                           |   | (17,000 | ) |   | (1,700  | )
|Deferred tax asset                            | $ | -       |   | $ | -       |  

The valuation allowance increased by approximately $15,300
during the fiscal year ended May 31, 2009. The Company has non-capital losses
carried forward of approximately $49,000 which expire beginning in 2028. They
may be utilized to offset future taxable income. Future tax benefits, which may
arise as a result of these losses and resource expenditures, have not been
recognized in these financial statements.

|6. | MINERAL PROPERTY
|-- | ----------------

On February 12, 2008, the Company acquired an option to
purchase the Albury Heath Prospecting Licenses in the Murchison Mineral field in
Western Australia for $3,600.The mineral property option expired during the year
ended May 31, 2009, and the Company recorded a $3,600 impairment charge,
included in general and administrative costs.

19

---



|EPOD SOLAR INC.                  
|---------------------------------
|(FORMERLY ALLORA MINERALS, INC.) 
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS



|7. | SUBSEQUENT EVENTS
|-- | -----------------

On June 30, 2009, the Company (then Allora Minerals, Inc.)
entered into an Asset and Stock Purchase Agreement with EPOD Solar Inc., a
Canadian corporation located in Kelowna, British Columbia, Canada (EPOD
Canada), and its wholly owned subsidiaries, Epod Solar (Wales) Limited (Epod
UK) and EPOD Industries Inc. (Epod Industries), whereby the Company agreed to
acquire all of the issued and outstanding shares of capital stock of (i) Epod
Solar Europe Ltd. (Epod Europe) from EPOD Canada, and (ii) Great Lakes Solar
Utilities Inc. (Great Lakes) from EPOD Industries. In addition, pursuant to
the terms of the Acquisition Agreement, the Company agreed to purchase
substantially all of the assets of Epod UK. The purchase price for the
Acquisition will consist of 2,651,000 shares of Common Stock, which will be
issued to EPOD Canada.

The Company, as part of this transaction, has assumed
$2,000,000 of convertible debentures, convertible into shares of the company at
$11.60 per share. Warrants to purchase 172,414 shares of Common Stock were
issued to the holder of the debenture. The Exercise Price shall initially be
equal to the lesser of $14.00 per share or the closing price for the shares on
the first Business Day such shares are trading, less a twenty percent (20%)
discount.

Warrants to purchase 15,517 shares of Common Stock were issued
to the Financial advisors who assisted with the above transaction. The Exercise
Price shall initially be equal to the lesser of $14.00 per share or the closing
price for the shares on the first Business Day such shares are trading, less a
twenty percent (20%) discount.

As of August 28, 2009, the Company entered into negotiations to
amend the Acquisition Agreement in order to modify the assets and shares of
capital stock being acquired by the Registrant pursuant to the Acquisition.
Pursuant to these proposed amendments, the Registrant would agree to purchase
(a) all of the issued and outstanding shares of capital stock of Great Lakes,
and (b) the fixed assets of Epod UK, located at its facilities at Unit 1,
Horsefair Road, Bridgend, Wales, United Kingdom.

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

On July 21, 2009 the Company has entered into a Binding Letter
of Intent to purchase manufacturing facilities, production lines, intellectual
property and an R&D facility of OptiSolar Technologies, Inc. ("OptiSolar").
Under the terms of the letter of intent, the Company plans to purchase the
OptiSolar assets for a value of $260 million in an all stock transaction, priced
at $21.66 per share, resulting in the issuance of 12 million shares of the
Companies Common Stock to OptiSolar shareholders. Included in the purchase are:

- Hayward, California R&D Facility -- 95,000 square foot R&D
  production level facility including 2 single junction 15MW production lines,
  proprietary inverter lab and other intellectual property. The Company will
  take over the lease on the facility.
- Sacramento, California Manufacturing Facility -- 1 million square foot
  manufacturing facility that is prepared for up to forty, 20MW dual junction
  lines (800MW in total) or a similar amount of triple Junction line which would
  then be capable of expanding to 1,000MW. The facility also includes automated
  panel manufacturing (APA) technology which enables panels to be assembled in
  the factory robotically as opposed to manually, in the field, which reduces
  the cost to build Solar park and increases the speed at which parks can be
  built .

20

---



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------------

None.

|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) which are designed to
ensure that information required to be disclosed in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to our management, including our
President and Chief Executive Officer, who also acts as our principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.

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

Changes in internal control over financial reporting

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

|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
      GOVERNANCE
|-------- | -------------------------------------------------------------

The Directors and executive officers serving the Company during
our fiscal year ended May 31, 2009 are named below:

|Name                     | Age | Positions and Offices                                                    
|------------------------ | --- | -------------------------------------------------------------------------
|                         |     |                                                                          
|Mr. Agostino Tarulli (1) | 58  | President, Chief Executive and Chief Financial
      Officer and Director

(1) c/o Allora Minerals, Inc., 190 Queen Street, Melbourne,
Victoria, Australia 3000.

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

21

---

Agostino Tarulli

Mr. Agostino Tarulli served as President, Chief Executive and
Chief Financial Officer, Treasurer and Secretary of the Company from the
Companys inception until June 30, 2009. He was also our sole director during
this period. Mr. Tarulli graduated with a Bachelor of Management degree from the
Western Australian Institute of Technology (now Curtin University) in 1977 and
holds a postgraduate Corporate Management Diploma from the University of
Tasmania. From 1978 to 1994 he was employed by Western Australian Newspapers and
News Limited where he was employed in various financial reporting roles. From
1995 to current he has been involved in the mining industry holding several
senior roles in administration and finance of publicly listed companies on the
ASX listed Golden State Resources N.L. and the TSX listed Mandorin Goldfields
Inc. He is currently the Chief Operating Officer of the CanAustra Group of
companies, a private group, in the resources sector operating across
jurisdictions such as Australia, Argentina, The British Virgin Islands,
Mauritius, St Lucia, Bermuda, Hong Kong, South Africa and Canada.

Mr. Tarulli resigned as both a director and as President, Chief
Executive Officer and Chief Financial Officer, Treasurer and Secretary of the
Company, effective June 30, 2009.

Significant Employees and Consultants

Other than Mr. Tarulli, we had no employees during our fiscal
year ended May 31, 2009.

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

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

Involvement in Certain Legal Proceedings

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

Compliance with Section 16(a) of the Exchange
Act

Section 16(a) of the Exchange Act requires or directors and
officers, and the persons who beneficially own more than ten percent (10%) of
our common stock, to file reports of ownership and changes in ownership with the
SEC. Copies of all filed reports are required to be furnished to us pursuant to
Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports
received by us and on the representations of the reporting persons, we believe
that these persons have complied with all applicable Section 16(a) filing
requirements during the fiscal year ended May 31, 2009.

22

---

Code of Ethics

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

Committees

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

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

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

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Summary Compensation Table

Agostino Tarulli, our President and Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer during our fiscal year ended
May 31, 2009 (our only named executive officer during such period) received no
compensation during our fiscal years ended May 31, 2009 or 2008.

Stock Option Grants

We did not grant any stock options to our named executive
officers during our fiscal year ended May 31, 2009.

Employment Agreements

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

Director Compensation

Agostino Tarulli, our sole director during our fiscal year
ended May 31, 2009, received no compensation for serving on our board of
directors during the period.

23

---



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------------

Securities Authorized Under Equity Compensation
Plans

We currently have no equity compensation or stock option plans.

Security Ownership of Certain Beneficial Owners and
Management

The following table lists, as of May 31, 2009, the number of
shares of Common Stock of our Company that are beneficially owned by (i) each
person or entity known to our Company to be the beneficial owner of more than 5%
of the outstanding common stock, (ii) each officer and director of our Company,
and (iii) all officers and directors as a group. Information relating to
beneficial ownership of common stock by our principal shareholders and
management is based upon information furnished by each person using beneficial
ownership concepts under the rules of the SEC. Under these rules, a person is
deemed to be a beneficial owner of a security if that person has or shares
voting power, which includes the power to vote or direct the voting of the
security, or investment power, which includes the power to vote or direct the
voting of the security. The person is also deemed to be a beneficial owner of
any security of which that person has a right to acquire beneficial ownership
within 60 days. Under SEC rules, more than one person may be deemed to be a
beneficial owner of the same securities, and a person may be deemed to be a
beneficial owner of securities as to which he or she may not have any pecuniary
beneficial interest. Except as noted below, each person has sole voting and
investment power.

The percentages below are calculated based on 3,775,000 shares
of our common stock issued and outstanding as of May 31, 2009. We do not have
any outstanding warrant, options or other securities exercisable for or
convertible into shares of Common Stock.

|                                                | Beneficial Ownership
|----------------------------------------------- | --------------------
|                                                |                     
|Name and
      Address of Beneficial Owner      | Total Shares        
|                                                |                     
|Agostino Tarulli, Director, President and Chief | 2,500,000           
|Executive Officer                               |                     
|c/o Allora Minerals, Inc., 190 Queen Street,    |                     
|Melbourne, Victoria, Australia 3000 (1)         |                     
|                                                |                     
|All Directors and Executive Officers as a       | 2,500,000           
|Group                                           |                     
|(1 person)                                      |                     

(1) Represents the location of the Companys principal office
as at May 31, 2009.

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------------

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

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

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Director Independence

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

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

LBB & Associates Ltd., LLP served as our independent
registered public accounting firm for our fiscal years ended May 31, 2009 and
2008. The following table shows the fees that were billed for the audit and
other services provided by the firm for the fiscal years indicated.

|                   |   | Fiscal Year Ended  |  |   | Fiscal Year Ended  | 
|------------------ | - | ------------------ |  | - | ------------------ | 
|                   |   | May
      31, 2009 |  |   | May
      31, 2008 | 
|                   |   |                    |  |   |                    | 
|Audit Fees         | $ | 6,000              |  | $ | 6,260              | 
|Audit-Related Fees |   | 6,550              |  |   | -                  | 
|Tax Fees           |   | -                  |  |   | -                  | 
|All Other Fees     |   | -                  |  |   | -                  | 
|Total              | $ | 12,550             |  | $ | 6,260              | 

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

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

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

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

Our Board of Directors has adopted a procedure for pre-approval
of all fees charged by our independent auditors. Under the procedure, the Board
approves the engagement letter with respect to audit, tax and review services.
Other fees are subject to pre-approval by the Board of Directors, or, in the
period between meetings, by a designated member of Board of Directors. Any such
approval by the designated member is disclosed to the entire Board of Directors
at the next meeting. As a result of the Acquisition, the Board of Directors has
not been fully formed and currently consists of Michael Matvieshen acting as
sole director. The audit and tax fees paid to the auditors with respect to our
fiscal year ended May 31, 2009 were pre-approved by Mr. Matvieshen in such
capacity.

25

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PART IV

|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

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

Exhibit No.
    Description3.1
    Articles of Incorporation (1)3.2
    Bylaws
      (1)3.3
    Certificate of Amendment to Articles of Incorporation (2)4.1
    11% Senior Secured Convertible Debenture, dated
      June 30, 2009, issued by EPOD Solar Inc. to Dr. Chandra Pemmasani (3)4.2
    Warrant to Purchase Common
      Stock, dated June 30, 2009, issued by EPOD Solar Inc. to Dr. Chandra
      Pemmasani (3)10.1
    Mineral Property Option Agreement dated
      February 12, 2008, by and between the Registrant and George Francis Lee
      (1)10.2
    Asset and Stock Purchase
      Agreement, dated June 30, 2009, by and among EPOD Solar Inc., Epod Solar
      (Wales) Limited, EPOD Industries Inc. and Allora Minerals, Inc. (3)10.3
    Securities Purchase Agreement, dated as of June
      30, 2009, by and among EPOD Solar Inc., Allora Minerals, Inc. and Dr.
      Chandra Pemmasani (3)10.4
    Registration Rights Agreement,
      dated as of June 30, 2009, by and between Allora Minerals, Inc. and Dr.
      Chandra Pemmasani (3)31.1
    Section 302 Certificate of Chief Executive Officer*31.2
    Section 302 Certificate of Principal Financial and Accounting
      Officer *32.1
    Section 906 Certificate of Chief Executive Officer *


* Filed herewith.

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

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

(3) Incorporated by reference to the Current Report on Form 8-K
filed with the SEC on July 7, 2009.



26

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|Date: September 4, 2009 | EPOD SOLAR INC.
|----------------------- | ---------------
|                        | (Registrant)   
|                        |                
|                        | By:            
|                        |                
|                        |                
|                        |                
|                        |                

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

|Signature                    | Title                                                      | Date             
|---------------------------- | ---------------------------------------------------------- | -----------------
|                             |                                                            |                  
|/s/ Michael
      Matvieshen |                                                            | September 4, 2009
|Michael Matvieshen           | President and Chief Executive Officer, Director            |                  
|                             | (Principal executive officer principal
      financial and |                  
|                             | accounting officer)                                        |                  



27

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