EPOD Solar Inc. (Form: 8-K, Received: 08/30/2010 17:20:54)

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2 010

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

Nevada	000-53459	20-3551488
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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

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

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

T ABLE OF C ONTENTS

		Page

Item 1.01	Entry into a Material Definitive Agreement	1
Item 2.01	Completion of Acquisition or Disposition of Assets.	1
Item 3.01	Unregistered Sales of Equity Securities.	29
Item 5.01	Changes in Control of Registrant.	29
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	29
Item 5.06	Change in Shell Company Status.	30
Item 7.01	Regulation FD Disclosure.	30
Item 9.01	Financial Statements and Exhibits.	31

EXPLANATORY NOTE

The Stock Purchase Agreement ("SPA") previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 18, 2010 ("August 18 Form 8-K"), is being refiled herein, as the final version of the Stock Purchase Agreement was not filed due to a clerical error. This Stock Purchase Agreement is intended to replace the previously filed SPA and no other changes are being made to the August 18 Form 8-K.

Item 1.01

Entry into a Material Definitive Agreement.

On August 18, 2010, EPOD Solar Inc. (the "Company") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Nanotech Industries International Inc. , a Nevada corporation located in Daly City, California ("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 International Shareholders"). In consideration for the purchase of the Nanotech Shares from the Nanotech Shareholders (the "Acquisition"), the Company agreed to issue an aggregate amount of 3,381,003 shares (the "Shares") of the Company’s common stock, $0.001 par value per share ("Common Stock"), to the Nanotech Shareholders.

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

The preceding descriptions of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On August 30, 2010 (the "Closing Date") EPOD Solar Inc. ("EPOD" or the "Registrant") closed on the acquisition from Nanotech Industries International Inc. ("Nanotech"), a corporation formed pursuant to the laws of Nevada 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.

The terms and conditions of the Acquisition were set forth in the Stock Purchase Agreement, dated as of August 18, 2010, by and among the Registrant, Nanotech, and Joseph Kristul, in his capacity and on behalf of the Nanotech Shareholders (the "Parties") previously disclosed by the Registrant in a Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on August 18 , 2010 and in this Current Report on Form 8-K filed August 30, 2010. ("Acquisition Agreement").

Also on the Closing Date, certain holders of EPOD Common Stock as set out in Schedule B of the Acquisition Agreement ("EPOD Shareholders"), submitted for cancellation 1,028,000 shares of EPOD Common Stock held by them pursuant to the terms of the Acquisition Agreement.

The foregoing summary of the terms of the Acquisition is qualified in its entirety to the disclosure under Item 1.01 of the Current Report on Form 8-K filed by the Registrant with the SEC on August 18 , 2010 and under Item 1.01 of this Form 8-K, which disclosure is incorporated herein by reference, as well as by the full text of the Acquisition Agreement attached as an exhibit hereto.

Nanotech is the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of Nanotech. We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of Nanotech. As a result of such acquisition, our operations are now focused on the manufacturing and sale of Green Polyurethane™, including Green Polyurethane® Monolithic Floor Coating and Green Polyurethane™ Binder, an alternative non-toxic (isocyanate-free) polyurethane. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.

Business .

Except as otherwise stated, all references in this Current Report on Form 8-K to the “Company”, “Nanotech”, “we,” “our” and “us” are to the business of Nanotech.

Incorporation and Prior Business of the Registrant

The Registrant (formerly Allora Minerals Inc.) was incorporated on November 2, 2007 in the State of Nevada for the purpose of conducting mineral exploration activities. The Registrant formerly had a principal place of business at Suite 3, Level 1, 190 Queen Street, Melbourne, Victoria, Australia, 3000. On July 10, 2009, the Registrant received shareholder approval for a name change from Allora Minerals, Inc. to EPOD Solar, Inc. following the filing of the Amendment with the Secretary of State of Nevada that amended its Articles of Incorporation and which became effective on July 16, 2009. 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.

Prior to the completion of the Acquisition:

(i) The Registrant was a party to a Mineral Property Option Agreement (the “Option Agreement”) dated February 12, 2008. Under the terms and conditions of the Option Agreement, the Registrant was obligated to, among other things, expend a minimum of $15,000 Australian Dollars on exploration and/or development of the property underlying the Option Agreement, which sum should have been expended by December 3, 2008. The Registrant, despite its best efforts to obtain financing, did not meet such minimum expenditure requirements and the Option expired.

(ii) On June 30, 2009, the Registrant 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 (the “Acquisition”). In addition, pursuant to the terms of the Acquisition Agreement, the Registrant agreed to purchase substantially all of the assets of EPOD UK. The purchase price for the Acquisition was to consist of 2,651,000 shares of the Registrant’s common stock, $0.001 par value per share (“Common Stock”), which was to be issued to EPOD Canada. On December 18, 2009, after the conditions to closing of the agreement were never met, the Registrant announced the termination of the Asset and Stock Purchase Agreement.

(iii) On July 21, 2009 the Registrant announced that it entered into a binding letter of intent with Optisolar Technologies Inc. a corporation duly formed under the laws of the State of Delaware, setting forth the principal terms pursuant to which the Company would purchase all of the assets of Optisolar for a purchase price equal to $260,000,000 (two hundred and sixty million dollars) to be paid in shares of common stock of the Registrant a price of $21.66 (twenty-one dollars and sixty-six cents) per shares for a total of 12,003,694 (twelve million three thousand six hundred and ninety-four) shares of the Registrant’s common stock. According to the terms of the letter of intent, it was to terminate if the parties were unable to enter into Assets Acquisition Documents within 120 (one hundred and twenty) days of the signing of the binding letter. On December 18, 2009, the Registrant announced the expiration of the binding letter of intent.

(iv) On January 31, 2010, the Registrant entered into a stock purchase agreement with Nanotech Industries Inc. ("Nanotech Industries" or "NTI"), a Delaware corporation, pursuant to which the Registrant was to purchase all of the outstanding shares of Nanotech Industries Inc. for a purchase price consisting of 3,203,500 shares of common stock of the Registrant. According to the terms of the stock purchase agreement, it was to terminate if the parties were unable to close the transaction by the Closing Date (as defined in the stock purchase agreement). On August 16, 2010, after the conditions to closing of the agreement were never met, the Registrant announced the expiration of the stock purchase agreement.

Current Business of the Registrant

As the result of the closing of the Acquisition described above, the Registrant 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 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.

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 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 Registrant in the Acquisition, is set forth below.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, contained in this prospectus 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 Current Report on Form 8-K 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 Current Report on Form 8-K, 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 the business not to develop as expected and it is not possible to predict all of them. Factors that may cause actual results to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, those described in Item 2.01 of this Current Report on Form 8-K under the heading “Risk Factors”, as well as the following:

These forward-looking statements include, among other things, statements relating to:

Nanotech’s anticipated cash needs and Nanotech’s estimates regarding its capital expenditures, as well as its capital requirements and need for additional financing;

Nanotech’s ability to maintain its production capacity, staff complement and manufacturing performance in a cost-effective way;

Nanotech’s ability to identify and retain personnel for the continued manufacturing and sale of the Nanotech Products;

Nanotech’s ability to successfully commercialize the Nanotech Products including the Green Polyurethane™ products and to develop and commercialize new products and services;

Nanotech’s ability to maintain current strategic relationships and develop relationships with new strategic partners;

Nanotech’s ability to maintain its relationship with its current manufacturing partners;

Nanotech’s ability to maintain its rights pursuant to the Licensing Agreement:

Nanotech’s competitive position and its expectations regarding competition from other paint manufacturers and suppliers; and

Anticipated trends and challenges in Nanotech’s business and the markets in which Nanotech operates.

INDUSTRY AND MARKET DATA

Nanotech has obtained the industry, market and competitive position data used in this Current Report on Form 8-K from industry journals and publications, data on websites maintained by private and public entities, including independent industry associations, general publications and other publicly available information. Nanotech believes that all of these sources are reliable, but Nanotech has not independently verified any of this information and cannot guarantee its accuracy or completeness. These industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information.

References in this Current Report on Form 8-K to research reports or articles should not be construed as depicting the complete findings of the entire referenced report or article, and the information contained in each report or article is not incorporated by reference into this Current Report on Form 8-K.

Overview

Nanotech is a development company that will begin 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.

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

The statistical information in the table below compares commercially available PU with Green Polyurethane™

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.

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. At current capacity, the Company can manufacture 20,000 tons per year.

Subsidiaries

Nanotech has no subsidiaries.

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.

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

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

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

Nanotech’s principal office is located in Daly City, California, U.S.A.

As of August 30, 2010, N anotech had 10 employees and consultants.

Competition

To date, Nanotech 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.

Environmental Matters

Nanotech 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.

Reports to Security Holders

Prior to the consummation of the Acquisition described in this Item 2.01 to this Current Report on Form 8-K, the Registrant was subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will continue to be subject to the reporting requirements of the Exchange Act on a going forward basis. As such, the Registrant has filed and will file reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street, N.E. Washington DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Registrant. The Registrant will make available free of charge on or through its internet website copies of the Registrant’s annual report on Form 10-K and quarterly reports on Form 10-Q (and any successor forms), Current Reports on Form 8-K, as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after this material is electronically filed with, or furnished to, the SEC. The Registrant’s internet website address is http://www.epodsolar.com . The information contained on the Registrant’s website is not incorporated by reference in, and should not be considered a part of, this Current Report on Form 8-K.

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.

Nanotech 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.

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.

Nanotech’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.

Risk Factors .

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS CURRENT REPORT ON FORM 8-K BEFORE DECIDING WHETHER TO INVEST IN OUR COMMON STOCK. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OR OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.

THIS CURRENT REPORT ON FORM 8-K ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. PLEASE SEE “NOTE REGARDING FORWARD-LOOKING STATEMENTS”.

Risks Related to Nanotech’s Business Operations

Nanotech has 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 Nanotech 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 Nanotech 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.

Nanotech’s future success depends on its ability to increase its client base and distribution channels

We will initially sell the Nanotech 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.

Our dependence on third party manufacturers for the manufacturing of all Nanotech 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 Nanotech 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.

Nanotech 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 Nanotech 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 Nanotech’s business and financial condition.

Nanotech has no history of significant profit and no assured foreseeable earnings.

Nanotech 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. Nanotech’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.

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

Nanotech’s future success depends substantially on the continued services of its executive officers. If one or more of Nanotech’s executive officers are unable or unwilling to continue being employed by us, Nanotech may not be able to replace them readily, if at all. Therefore, Nanotech’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 Nanotech ’s success. If Nanotech is unable to retain and attract qualified employees, Nanotech’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 Nanotech 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

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

Since inception, both the Registrant and Nanotech 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.

Nanotech 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 Nanotech 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% 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 Nanotech 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.

Financial Information .

The disclosure included in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information concerning Nanotech’s operating results and financial condition. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and accompanying notes included elsewhere in this Current Report on Form 8-K, including the financial statements of the acquired business for the period ended July 31, 2010, as well as pro forma financial statements showing the effect of the Acquisition which are filed as Exhibits to this Current Report on Form 8-K. The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP”).

Some sections of this discussion and analysis 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 with the SEC. See “Risk Factors” and “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.

OVERVIEW

Nanotech offers an alternative to toxic formulations of polyurethane (PU) worldwide through its exclusive distribution rights which provide for a cost-effective alternative non-toxic (isocyanate-free) polyurethane, Green Polyurethane™. Its 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.

Nanotech is currently at the commencement of the commercialization phase of its business model. Nanotech plans on significantly expanding its sales and client base by promoting the Nanotech Products at trade unions, press and trade shows and by capitalizing on existing distribution hubs to increase its distribution channels and build new strategic relationships.

Recent Developments

As described above, on August 30, 2010, the Re gistrant closed on the Acquisition, pursuant to which it acquired from the Nanotech Shareholders, all of the issued and outstanding shares of capital stock of Nanotech.

Plan of Operation

The Company plans to ramp up operation in order to commence the commercialization of its products.

Results of Operation

Nanotech is a developmental stage company and as such does not yet have any revenues. Management is in talks with prospective clients and the Company expects to have revenues in this fiscal year. Operating expenses have been minimal to date, with only non-cash charges related to warrant grants and issuance of stock to founders. However the Company expects to significantly increase operating expenses including selling general and administrative expenses as the Company commences its efforts to commercialize its products.

Liquidity and Capital Resources

The Company had cash and equivalents of $25,000 as of July 31, 2010, the Company has, on August 16, 2010, closed a private placement in the form of convertible debentures and warrants which generated gross proceeds to the Company of $400,000 and which has increased the Company’s liquidity on a moving forward basis. The Company intends to raise additional capital to fund ongoing operations.

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.

Development Stage Company

During the period ended July 31, 2010, the Company complied with ASC 915 “Development Stage Entities” in its characterization of the Company as a development stage enterprise.

Security Ownership of Beneficial Owners and Management .

The table below provides information about the beneficial ownership of the Common Stock as of August 30, 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 (2)	Percent of Class (3)

Joseph Kristul (1)	500,000	9.61%
Director, President, Treasurer and Chief Executive Officer

Darin Nellis (1), Secretary	75,000	1.44%

Alex Trossman (1), Director	62,500	1.20%

All Directors and Executive Officers as a Group (3 Persons)

(1)	Executive officer and/or director of the Registrant. The appointment of Mr. Kristul and Mr. Trossman is subject to the filing and mailing of the Schedule 14f information statement.

(2)	In accordance with Rule 13d-3(d)(1) under the Exchange Act, represents the total number of shares of Common Stock owned as of August 30, 2010, the closing date for the Acquisition, and shares of Common Stock acquirable within 60 days of August 30, 2010 through the exercise of stock options.

(3)	Represents the percent of ownership of total outstanding shares of Common Stock based on 5,202,003 shares of Common Stock outstan ding as of August 30, 2010. An * indicates that the amount of ownership represents less than 1% of outstanding capital stock.

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.

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.

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 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 Registrant indicated.

						Nonequity	Nonqualifie d
Name and						Incentive	Deferred	All
Principal				S tock	Option	Plan	Compensation	Other
Position	Year	Salary	Bonus	Awards	Awa rds	Compensa tion	Earnings	Compe n sation	Total
		($)	($)	($)	($)	($)	($)	($)	($)

Michael Matvieshen (1)	2009	0	0	0	0	0	0	0	0
President, Chief Executive Officer and Chief Financial Officer

Satpal Sidhu President (2)	2009	0	0	0	0	0	0	0	0

Agostino Tarulli (3)	2008	0	0	0	0	0	0	0	0
Former President, Chief Executive Officer and Chief Financial Officer

(1)	Mr. Matvieshen resigned as President of the Registrant on October 23, 2009. Mr. Matvieshen subsequently resigned as Chief Executive Officer and Chief Financial Officer of the Registr ant on August 30, 2010.

(2)	Mr. Satpal Sidhu was appointed as President of the Registrant on October 23, 2009. Mr. Sidhu subsequently resigned as President of the Registrant on August 30, 2010.

(3)	Mr. Tarulli resigned as President Chief Executive Officer and Chief Financial Officer of the Registrant on June 30, 2009.

Executive Employment Agreements

The Registrant currently has no employment agreements in place with any of its named executive officers.

Long-Term Incentive Plans

The Registrant currently has no long-term incentive plans.

Stock Option Plans

The Registrant currently has no stock option or other equity incentive plans.

Certain Relationships and Related Transactions, and Director Independence .

Transactions with Related Persons

None of the following parties has had, since the beginning of the Registrant’s last 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 Registrant is not subject to the independence requirements of any securities exchange or the NASD regarding members of the Registrant’s Board of Directors. The Registrant 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 Registrant has not determined whether any of its directors are independent.

Legal Proceedings .

There are no pending legal proceedings to which either Nanotech or the Registrant are a party or to which any of our property is subject and to the best of Nanotech’s and the Registrant’s respective knowledge, no such actions against either of them are contemplated or threatened.

Market Price of and Dividends on Common Equity and Related Stockholder Matters .

Market Information and Price

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 the common shares obtained during the periods indicated:

		2010			2009
		High		Low	High	Low
April-June	$	1.65	$	0.15	1.05	0.20
July-Sept	$	1.87	$	1.40	16.0	0.95
Oct-Dec	$	N/A	$	N/A	N/A	N/A
Jan-March	$	1.01	$	0.15	N/A	N/A

These high and low price quotes for the Common Stock as quoted on the OTC Bulletin Board, reflect inter-dealer prices, without retail markup, mark-down or commission and may not represent actual transactions.

Holders

As of August 20, 2010, the re were 111 holders of record of shares of Common Stock.

Dividends

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.

Securities Authorized for Issuance Under Equity Compensation Plans

The Registrant currently has no stock option or other equity compensation plans.

Recent Sales of Unregistered Securities .

The disclosure included in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

Description of Securities .

The following description of the Registrant’s authorized capital stock is a summary and is qualified in its entirety by the provisions of the Registrant’s Articles of Incorporation, as amended, which have been filed as exhibits to this Current Report on Form 8-K.

Common Stock

The Registrant is authorized to issue seventy five million (75,000,000) shares of Common Stock, par value $0.001, of which 2,849,000 shares were issued and outstanding as of August 26, 2010.

Holders of Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of a majority of shares of Common Stock issued and outstanding, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of Common Stock are entitled to share in all dividends that the Registrant’s Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share of Common Stock entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. Holders of shares of Common Stock have no preemptive rights, no conversion rights. There are no redemption provisions applicable to the Common Stock.

Preferred Stock

The Registrant’s Articles of Incorporation do not provide for the issuance of preferred stock.

Indemnification of Directors and Officers .

The Registrant’s officers and directors are indemnified as provided by the relevant provisions of the Nevada Revised Statutes (the “NRS”), as well as of the Registrant’s Bylaws (a copy of which is attached as an exhibit to this Current Report on Form 8-K).

Chapter 78 of the NRS, pertaining to private corporations, provides that the Registrant is required to indemnify its officers and directors to the extent that they are successful in defending any actions or claims brought against them as a result of their service in that capacity, including criminal, civil, administrative or investigative actions and actions brought by or on the Registrant’s behalf.

Chapter 78 of the NRS further provides that the Registrant is permitted to indemnify its officers and directors for criminal, civil, administrative or investigative actions brought against them by third parties and for actions brought by or on the Registrant’s behalf, even if they are unsuccessful in defending that action, if the officer or director:

is not found liable for a breach of his or her fiduciary duties as an officer or director or to have engaged in intentional misconduct, fraud or a knowing violation of the law; or
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the Registrant’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

provided, however, that with respect to actions brought by or on the Registrant’s behalf against its officers or directors, the Registrant is not permitted to indemnify its officers or directors where they are adjudged by a court, after the exhaustion of all appeals, to be liable to the Registrant or for amounts paid in settlement to the Registrant, unless, and only to the extent that, a court determines that the officers or directors are entitled to be so indemnified.

The Registrant’s Bylaws provide that it will indemnify its directors and officers to the fullest extent permitted by Nevada law; provided, however, that the Registrant may modify the extent of such indemnification by individual contract; and, provided, further, that the Registrant shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law; (b) the proceeding was authorized by the Registrant’s Board of Directors; (c) is provided by the Registrant, in our sole discretion, pursuant to the powers vested in the Registrant pursuant to Nevada law; or (d) is required to be made pursuant to the Bylaws.

The Registrant’s Bylaws, as well as the NRS, further provide that the Registrant is permitted, but not required, to purchase and maintain insurance on behalf of our officers or directors, regardless of whether we have the authority to indemnify them against such liabilities or expenses.

Financial Statements and Supplementary Data .

The disclosure included in Item 9.01 of this Current Report on Form 8-K and the exhibits filed herewith is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .

There have been no disagreements between the Registrant and its independent accountants on any matter of accounting principles or practices or financial statement disclosure.

Item 3.01

Unregistered Sales of Equity Securities.

At the closing of the Acquisition described in Item 2.01 of this Current Re port on Form 8-K, on August 30, 2010, and in co nsideration for all of the Nanotech Shares purchased in the Acquisition, the Registrant issued 3,381,003 shares of its Common Stock to the Nanotech Shareholders, in reliance on the exemption from registration requirements of the Securities Act provided under Regulation D promulgated thereunder (“Regulation D”).The shares of Common Stock issued to the Nanotech Shareholders are restricted securities, as such term is defined pursuant to Rule 144 under the Securities Act and are subject to Regulation D.

Item 5.01

Changes in Control of the Registrant.

The disclosure included in the first paragraph of Item 5.01 of the Registrant’s Current Report on Form 8-K, filed with the SEC August 18, 2010, is incorporated into this Item 5.01 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effe ctive August 30, 2010, Mr. Michael Matvieshen resigned as EPOD’s Chief Executive Officer and Chief Financial Officer, Mr. Gordon McKenzie resigned as Treasurer and Mr. Satpal Sidhu resigned as President and Secretary. On August 30, 2010, the following individuals were appointed as officers of the Registrant: ( i ) Joseph Kristul was appointed as President, Treasurer, Chief Financial Officer and Chief Executive Officer, and (ii) Darin Nellis was appointed as Secretary. There was no disagreement bet ween either Mr. Matvieshen, Mr. McKenzie, or Mr. Sidhu and the Registrant regarding any matter relating to the Registrant’s operations, policies or practices. The officer appointments and resignations were made in connection within the context of the Acquisition.

The following is a brief biographical description of the recently appointed officers of the Registrant:

Joseph Kristul

Darin Nellis

The appointments were approved by the Board of Directors of the Registrant on August 18, 2010.

The Registrant has never granted any options to any of its directors or officers, nor has it entered into any employment or consulting agreements with any of its officers or named executive officers.

Item 5.06

Change in Shell Company Status.

The disclosure contained in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.06 by reference.

Following the closing of the Acquisition, as described in Item 2.01 above, the Registrant ceased to be a “shell company”, as defined pursuant to Rule 12b-2 promulgated under the Exchange Act.

Item 7.01

Regulation FD Disclosure.

On August 30, 2010, the Registrant issued the press release furnished herewith as Exhibit 99.3 to announce the closing of the Acquisition.

The information contained in this Item 7.01 and in Exhibit 99.3 shall not be deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01	Financial Statements and Exhibits.


(a)	Financial Statements of businesses acquired .

The financial statements of Nanotech Industries International Inc. for the period ended July 31, 2010 are filed herewith.

(b)	Pro forma financial information .

	Pro forma financial information showing the effects of the acquisition are filed herewith.

(d)	Exhibits .

Exhibit Number

Description


3.1	Articles of Incorporation of EPOD Solar Inc.(1)

3.2	By-laws of EPOD Solar Inc.(1)

10.1	Stock Purchase Agreement, dated August 18, 2010, by and among EPOD Solar Inc., Nanotech Industries International Inc. Joseph Kristul in his own capacity and on behalf of the Nanotech Shareholders listed on Schedule A thereto.

10.2	Licensing Agreement between Nanotech Industries International Inc and Nanotech Industries Inc. dated July 12, 2010

99.1	Audited Financial Statements of Nanotech Industries International Inc. for the period ended July 31, 2010.

99.2	Unaudited Pro Forma Consolidated Balance Sheet and Statement of Income.

99.3	Press Release, date Augu st 30 , 2010

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EPOD SOLAR INC.

By: /s/ Joseph Kristul
Joseph Kristul
President and Chief Executive Officer

Date: August 30, 2010

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of this 18th day of August, 2010, by and among Nanotech Industries International Inc., a corporation organized under the laws of the state of Nevada, (“Nanotech”), Joseph Kristul (“Kristul”), in his own capacity and on behalf of all of the holders of capital stock of Nanotech, (individually the “Seller” and collectively the “Sellers”), and EPOD Solar Inc., a Nevada publicly traded corporation (“EPOD” or the “Buyer”) (each party to this Agreement individually referred to as the “Party” and collectively referred to as the “Parties”).

W I T N E S S E T H :

WHEREAS , the Parties have agreed that the Transaction shall consist of the purchase by EPOD of all of the shares outstanding of Nanotech in exchange for shares of EPOD;

WHEREAS , Buyer wishes to purchase or acquire all of the issued and outstanding shares of capital stock of Nanotech, from their respective holders (“Nanotech Shareholders”) as set forth in Schedule A , all for the consideration and upon the terms and subject to the conditions hereinafter set forth;

WHEREAS in order to induce the Nanotech Shareholders to sell the Nanotech Shares (as defined below) to EPOD, certain holders of common stock of EPOD (“EPOD Shareholders”) have agreed to surrender for cancellation certain shares of common stock of EPOD held by them, as set forth in

Schedule B ; and

WHEREAS , pursuant to certain powers of attorney and other contractual agreements (the “POA’s”), Kristul has the authority to execute this agreement on behalf of the Nanotech Shareholders and cause all of the issued and outstanding shares of capital stock of Nanotech, including the shares which are not owned by him in his personal capacity, to be transferred and assigned to the Buyer;

NOW, THEREFORE , the Parties hereto, in consideration of the mutual promises and other consideration set forth below, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, do represent, warrant, covenant and agree as follows:

SECTION 1

DEFINITIONS

1.01.

“ Affiliate ” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with that Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or by contract or otherwise.

1.02.

“ Buyer Indemnified Parties ” shall have the meaning set forth in Section 6.02(a) .

1.03.

“ Claim ” shall mean any and all administrative or judicial actions, suits, arbitrations, orders, claims, Liens, notices, notices of violations, investigations, complaints, requests for information, proceedings, or other communication (written or oral), whether criminal or civil.

1.04.

“ Closing ” and “ Closing Date ” shall have the respective meanings assigned to them in Section 4.01 hereof.

1.05.

“ Environmental Law ” means all federal, state, local and foreign environmental, health and safety Laws, common law orders, decrees, judgments, codes and ordinances and all rules and regulations promulgated thereunder, civil or criminal, including, without limitation, Laws relating to emissions, discharges, releases or threatened releases of Hazardous Material, pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Material, pollutants, contaminants, chemicals, or industrial, solid, toxic or hazardous substances or wastes.

1.06.

“ Governmental or Regulatory Authority ” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States and Canada, any foreign country or any domestic or foreign state, county, city or other political subdivision, and shall include, without limitation, the Securities and Exchange Commission, and the various federal, state and foreign securities regulators and taxation authorities.

1.07.

“ Hazardous Material ” means (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls (PCBs); (ii) any chemicals, materials, substances or wastes which are now defined as or included in the definition of “hazardous substances”, “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants” or words of similar import, under any Environmental Law; and (iii) any other chemical, material, substance or waste, exposure to which is now prohibited, limited or regulated by any Governmental or Regulatory Authority.

1.08.

“ Indebtedness ” of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of the Business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

1.09.

“ Indemnified Party ” shall have the meaning set forth in Section 6.02(c) .

1.10.

“ Indemnifying Party ” shall have the meaning set forth in Section 6.02(c) .

1.11.

“ Knowledge ” means the actual knowledge of a Person with respect to any fact, event or condition, as well as the knowledge that such party reasonably would be expected to have acquired in the ordinary course of business and the prudent management of its own affairs. Such definition shall include any form of such term, such as knows, known, etc., whether or not capitalized, as used in this Agreement with respect to a party’s awareness of the presence or absence of a fact, event or condition.

1.12.

“ Laws ” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law in Canada, the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision or of any Governmental or Regulatory Authority.

1.13.

“ Liability ” or “ Liabilities ” means all Indebtedness, obligations and other liabilities (or contingencies that have not yet become liabilities) of a Person (whether absolute, accrued, contingent (or based upon any contingency), fixed or otherwise, or whether due or to become due).

1.14.

“ License ” means any license, permit, certificate of authority, authorization, approvals, registration, franchise and similar consent granted or issued by any Governmental or Regulatory Authority.

1.15.

“ Liens ” means claims, pledges, security interests, mortgages, conditional sales agreement, liens, charges, restrictions, consignments or conditional sales agreements, or other encumbrances of whatever nature, whether created by statute, Contract, process of law or otherwise, and whether or not recorded or otherwise perfected.

1.16.

“ Loss ” means any and all damages, fines, fees, penalties, deficiencies, diminution in value of investment, losses and expenses, including without limitation, interest, reasonable expenses of investigation, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment (such fees and expenses to include without limitation, all fees and expenses, including, without limitation, fees and expenses of attorneys, when and as incurred in connection with (i) the investigation or defense of any Third Party Claims, or (ii) asserting or disputing any rights under this Agreement against any Party hereto or otherwise).

1.17.

“ Material Adverse Effect ” means any change or effect of any event or circumstance which, individually or when taken together with all other changes, effects, events or circumstances, is or could reasonably be expected to be, materially adverse to the assets, financial condition, business or results of operation of a Person; excluding, however, any adverse effect due to changes, after the date of this Agreement, in conditions affecting the economy generally or the general market addressed by such Person’s products and/or services.

1.18.

“ Person ” means any natural person, corporation, general or limited partnership, limited liability company or partnership, proprietorship, other business organization, estate, trust, union, association or Governmental or Regulatory Authority.

1.19.

“ Purchase Price ” shall have the meaning set forth in Section 3.01.

1.20.

“ Seller Indemnified Parties ” shall have the meaning set forth in Section 6.02(b) .

1.21.

“ Tax ” or “ Taxes ” means any and all federal, state, local or foreign taxes, fees, levies, duties, tariffs, imposts and other governmental charges of any nature (together with any interest, penalties and additions to tax) including, without limitation, taxes or other charges on, or with respect to, income, gross receipts, property, sales, use, capital or net worth.

1.22.

“ Tax Return ” means any return, report or statement (including any information return) required to be filed for purposes of a particular Tax.

1.23.

“ Third Party ” shall mean any Person who is not a party to this Agreement, nor is an Affiliate of any Party to this Agreement.

1.24.

“ Third Party Claim ” shall mean a Claim asserted by a Third Party.

SECTION 2

PURCHASE OF STOCK OF NANOTECH

Section 2.01. Purchase of Shares of Nanotech . At the Closing, each of the Nanotech Shareholders respectively, will sell, convey, transfer and deliver to Buyer, and Buyer will purchase from the Nanotech Shareholders, for the consideration hereinafter set forth, 33,810,035 (thirty-three million eight hundred and ten thousand and thirty-five) common shares of Nanotech held by the Nanotech Shareholders as of the Closing Date, which represents all of the issued and outstanding shares of capital stock of Nanotech (collectively, the “Nanotech Shares”). All Nanotech Shares shall be transferred or otherwise conveyed by each of the Nanotech Shareholders, through duly executed POA’s to Buyer free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims).

SECTION 3

PURCHASE PRICE

3.01.

Amount and Payment of the Purchase Price . In consideration for the Nanotech Shares, Buyer shall issue to the Nanotech Shareholders an aggregate amount of 3,381,003 (three million three hundred and eighty-one thousand and three) validly issued, fully paid and non-assessable new shares of common stock, $0.001 par value per share (the “Common Stock”), of the Buyer (the “Purchase Price”) on the Closing Date as set out in Schedule A herein.

3.01a.

In addition, the EPOD Shareholders and EPOD agree to cause the cancellation at Closing of a total of 1,028,000 (one million twenty-eight thousand) shares of common stock of EPOD (“Cancellation Shares”) held by the EPOD Shareholders as set out in Schedule B .

3.02.

Allocation of Purchase Price . The Parties agree to allocate the Purchase Price in a manner which causes the least Liabilities for Taxes under applicable Law, and will collectively execute, prepare, file (or cause to have prepared and filed) all applicable forms, notices and filings as are required by applicable Law.

3.03.

Employees . The employees of Nanotech shall remain employed following the Closing Date, upon such terms and conditions as are in effect immediately prior to the Closing Date. Sellers hereby jointly authorize Buyer to offer employment to their respective employees, waive any rights they may have prohibiting such employees from being employed by Buyer, and shall not offer employment to any employees who have accepted employment with Buyer. Nothing in this Section 4.03 shall be deemed to be a contract for the benefit of any employee. Sellers shall use their respective best efforts to assist Buyer in obtaining the services of all current employees of Sellers that Buyer wishes to so retain.

SECTION 4

CLOSING

4.01.

Closing . The closing of the purchase and sale of the Nanotech Shares (the “Closing”) shall be held at the offices of the Buyer or remotely via the exchange of documents and signatures or at such other time and place as the Parties mutually may agree, on the first day in which the conditions set forth in this Section 4 have been satisfied or waived, but in any event no later than 90 (ninety days from the signing of this Agreement, unless mutually extended in writing by the Parties (the “ Closing Date ”).

4.02.

Deliveries of Sellers . Each Seller, as applicable, shall deliver or cause to be delivered to Buyer at the Closing:

(a)

A certified copy of resolutions, duly adopted by the Boards of Directors and stockholders of Nanotech, authorizing the transactions contemplated hereby;

(b)

Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of such Seller;

(c)

Nanotech shall deliver or cause to be delivered to Buyer the following with respect to Nanotech Shares: (i) stock powers duly endorsed by Nanotech, and otherwise in form acceptable for transfer of Nanotech Shares on the books of Nanotech, to Buyer; (ii) certificates representing Nanotech Shares; and (iii) any approvals or consents required with respect to the transfer of Nanotech Shares to Buyer; and

(d)

Such other closing documents and instruments as Buyer reasonably may require.

4.03.

Deliveries of Buyer . Buyer shall deliver or cause to be delivered to Sellers at the Closing:

(a)

The aggregate amount of 3,381,003 (three million three hundred and eighty-one thousand and three) shares of Common Stock issued to the Nanotech Shareholders;

(b)

A certificate, executed by Buyer’s Secretary certifying the resolutions of Buyer’s Board of Directors approving the transactions contemplated hereby; and

(c)

A certificate executed on behalf of Buyer by its President, certifying as to Buyer’s satisfaction of the conditions set forth in Section 4.05(a) and (b).

4.04.

Conditions to the Buyer’s Obligations . The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing will be subject to the satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the time of the Closing:

(a)

Each representation and warranty set forth in Section 5 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date;

(b)

Sellers will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by the Sellers under this Agreement or any other agreements, documents and instruments to be entered into by the Sellers in connection with the transactions contemplated hereby at or prior to the Closing;

(c)

There shall be no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement;

(d)

Sellers shall have delivered the Nanotech Shares to the Buyer, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or otherwise) and encumbrances, excepting only Assumed Liabilities;

(e)

There shall have been no material adverse change in the condition (financial or otherwise), results of operations, properties, assets, or Liabilities of Sellers;

(f)

Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC;

(g)

The pro forma consolidated financial statements of the Buyer shall have been completed in accordance with the Exchange Act, and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted; and

(h)

Sellers shall have delivered to the Buyer the items set forth in Section 4.02.

4.05.

Conditions to the Sellers’ Obligations . The obligation of Sellers to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by EPOD in writing) of the following conditions as of the Closing Date:

(a)

Each of the representations and warranties set forth in Section 6 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date;

(b)

The Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing;

(c)

(d)

The pro forma consolidated financial statements of the Buyer shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted.

(e)

(f)

The Buyer shall have delivered to the Sellers the items set forth in Section 4.03.

(g)

The Buyer and the EPOD Shareholders shall have surrendered the Cancellation Shares to EPOD and shall cause the Cancellation shares to be cancelled.

4.06.

Pre-Closing Covenants .

(a)

Operations and Maintenance of the Business . From and after the date hereof and prior to the Closing, unless the Buyer otherwise consents in writing or except as set forth expressly herein, Nanotech will conduct its business only in the ordinary course of business as conducted by it consistent with past practice.

Furthermore, except as may otherwise be required under this Agreement, Nanotech shall do any of the following, without the prior written consent of the Buyer:

(i)

enter into any Contract, agreement or transaction, or incur or permit to be incurred, any obligation or other Liabilities with respect to or materially affecting its business and shall not enter into any Contract, agreement or transaction, or incur or permit to be incurred, any obligation or other Liabilities with respect to Nanotech Shares;

(ii)

remove any of its assets (other than cash and cash equivalents) used in its business by way of dividend, distribution, withdrawal or any other means;

(iii)

permit to be incurred any Lien on any of its assets used in its business;

(iv)

increase the compensation payable or to become payable to any of its employees retained in connection with its business, or otherwise enter into or alter any employment or consulting agreement;

(v)

commence, enter into, or alter any profit sharing, deferred compensation, bonus, option or purchase plan for its interests or other equity securities, pension, retirement or incentive plan or any fringe benefit plan for its employees retained in connection with its business;

(vi)

terminate the employment of any of its employees retained in connection with its business or hire or engage any employees or consultants in connection with its business, except in the ordinary course of its business;

(vii)

cancel or waive any of its Claims or rights, with respect to or materially affecting its business, outside the ordinary course of its business and consistent with past practice;

(viii)

change any accounting methods used by it in connection with its business, except and solely to the extent required by applicable generally accepted accounting principles or Law;

(ix)

pay or incur any obligation or Liability, absolute or contingent, with respect to or materially affecting its business other than obligations or Liabilities incurred in the ordinary course of its business and consistent with past practice or purchase any asset other than in the ordinary course of its business;

(x)

make any Tax election or settle or compromise any Tax Liability which could reasonably be expected to have an adverse impact on the Taxes payable by Buyer;

(xi)

enter into any joint venture, partnership or other similar arrangement or form any other material arrangement for the operation of its business; and

(xii)

enter into any binding commitment to do any of the foregoing.

(b)

Consents . Sellers shall use their respective best efforts to obtain all consents and approvals of Third Parties necessary and required (including Third Party Claims, whether private, governmental or otherwise) for the consummation of the transactions contemplated herein.

(c)

Pre-Closing Filings. Buyer shall make all SEC required filings pertaining to the consummation of this transaction.

(d)

Information . From time to time at the Buyer’s request, upon reasonable prior notice and at reasonable times during normal business hours, subject to requirements of Law, the Sellers will provide to representatives of the Buyer and its agents, employees and accounting, tax, legal and other advisors (collectively, including the Buyer, the “Investigating Parties”) access to each Seller’s premises, properties, operations and books and records, and will cause each of the Sellers respective officers, employees, representatives, agents and accounting, tax, legal and other advisors to furnish to Buyer and the Investigating Parties such financial and operating data and other such information with respect to the Business and the properties of such Seller as the Investigating Parties shall request.

(e)

Undertaking to Close . Each Party undertakes to cause the conditions to Buyer’s and Sellers’ respective obligations to consummate the transactions contemplated by this Agreement to be satisfied including the preparation, execution and delivery of all agreements and instruments contemplated hereunder to be executed and delivered by such Party in connection with or prior to the Closing.

(f)

Schedules . The Sellers shall promptly (and in any event prior to the Closing) advise Buyer, orally and in writing, of any change or event having, or which would have (insofar as can be reasonably foreseen), a Material Adverse Effect or would constitute, or with the passage of time would constitute, a breach of any representation or warranty of the Sellers contained in this Agreement. Sellers agree that, with respect to their representations and warranties made in this Agreement, each of them will have a continuing obligation to supplement or amend the schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the schedules hereto; provided, however, that neither the supplementing or amending of any schedules by Sellers, nor the discovery of any matters by Buyer in the course of its investigations, shall be deemed to cure any breach of any representation or warranty made in this Agreement or to have been disclosed as of the date of this Agreement.

(g)

Competitive Offers . Sellers shall not, directly or indirectly, and will cause Nanotech’s officers, employees and Affiliates not to, solicit or initiate the submission of proposals from, or solicit, encourage, entertain or enter into arrangements, agreements or understandings with, or discuss with or furnish information to, any Person (other than the Buyer and the Investigating Parties) with respect to the acquisition in whatever form of all or any portion of the Nanotech Shares.

4.07

Change in Control of the Buyer. Upon the signing of this Agreement, the Parties agree to take the necessary steps to effect any and all changes to the Officers of EPOD so that the following individuals shall constitute the officers of EPOD, effective at Closing: (i) Joseph Kristul shall be appointed as President, CEO and Treasurer, and (ii) Darin Nellis shall be appointed as Secretary.

In addition, following the Closing, the parties will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to effect any and all changes to the Directors of EPOD, so that the following individuals shall constitute the directors of EPOD effective as soon as possible following the Closing:

	Joseph Kristul	Director
	Alex Trossman	Director
	Tim Simpson	Director

4.08.

Effect of Failure to Close . If the Closing of the transactions contemplated herein does not occur for any reason, then the rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party.

SECTION 5

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS

Sellers hereby represent and warrant to the Buyer as follows:

5.01.

Nanotech is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Nanotech has the power and the authority and all Licenses and permits required by Governmental or Regulatory Authorities to own and operate its assets and carry on the Business as now being conducted.

5.02.

The Nanotech Shares held by the Nanotech Shareholders respectively are owned by each of the Nanotech Shareholders as the beneficial and recorded owners with good and marketable title thereto, and all of the Nanotech Shares are free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. Kristul, pursuant to the POA’s has the requisite power and authority to execute and perform this Agreement and all other agreements, documents and instruments to be entered into on behalf of each of the Nanotech Shareholders, as applicable, in connection with the transactions contemplated hereby.

5.03.

The Nanotech Shareholders constitute all of the stockholders of Nanotech. The execution, delivery and performance of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby have been duly authorized by the board of directors of Nanotech, and do not violate or conflict with any provisions of the organizational documents of Nanotech or any agreement, instrument, Law, order or regulation to which Nanotech is a party or by which is bound. All corporate action required to be taken by Nanotech to authorize the execution, delivery and performance of this Agreement and all other agreements to be entered into by Nanotech in connection with the transactions contemplated hereby has been taken, and such execution, delivery and performance do not violate or conflict with any provisions of the organizational documents of Nanotech or any agreement, instrument, Law, order or regulation to which Nanotech is a party or by which Nanotech is bound. No consent, approval or authorization of, or filing with or notification to, any lender, security holder, Governmental or Regulatory Authority or other person or entity is required by Nanotech or in connection with the execution, delivery and performance by Nanotech of this Agreement and the consummation of the transactions contemplated hereby.

5.04.

Nanotech has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and to perform its obligations hereunder and thereunder. This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which the Sellers are a party will be, duly and validly executed and delivered by the Sellers and the valid and binding obligations of each Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles.

5.05.

No Seller has any Knowledge of any action, suit, litigation or proceeding pending or threatened against it or otherwise, nor does such Seller know of any basis for any such action, or of any governmental investigation relating to its business.

5.06.

No Seller has Knowledge of any order, writ, injunction or decree that has been issued by, or requested of, any court or Governmental or Regulatory Authority which is against, or binding on such Seller.

5.07.

Each Seller has obtained all required approvals or authorizations of this Agreement and any other agreements to be entered into in connection with the transactions contemplated hereby which are required by applicable Laws or otherwise in order to make this Agreement or any other agreements entered into in connection with the transactions contemplated hereby binding upon Seller.

5.08.

There are no Liens for any federal, state, county or local franchise, income, excise, property, business, sales, commercial rent, employment or other Taxes upon Nanotech. Nanotech has timely filed all federal, foreign, state, county and local franchise, income, excise, property, business, sales, commercial rent and employment and other Tax Returns which are required to be filed through the Closing Date, and has paid, or will pay, all Taxes which are due and payable on or before the Closing Date.

5.09

Nanotech, in all material respects, complied and is in compliance with all applicable Laws, orders and regulations of any Governmental or Regulatory Authority applicable to it , its operation of the business, assets or property or its operations including, without limitation, applicable Laws relating to zoning, building codes, antitrust, occupational safety and health, Environmental Law, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and withholding and social security taxes.

5.10.

The representations and warranties of each Seller contained in this Agreement will be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.

5.11.

With respect to the Common Stock being issued to the Nanotech Shareholders, said shares are being acquired for investment purposes only and not with a view towards resale or distribution. Sellers have had an opportunity to ask questions of Buyer and have done so. The shares of Common Stock are restricted securities that have not been registered for re-sale pursuant to the Securities Act. Sellers understand that the Common Stock may not be sold, transferred, assigned or hypothecated or otherwise distributed to its stockholders as a dividend or otherwise, absent the effectiveness of a registration statement covering the sale of such Common Stock or an exemption from the registration requirements the Securities Act.

5.12.

No Seller has any Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or any other agreements to be entered into in connection with the transactions contemplated hereby.

5.13.

The Nanotech Shareholders constitute all of beneficial holders of Nanotech Shares, and Nanotech Shares constitute all of the issued and outstanding shares of capital stock of Nanotech. There is no restriction affecting the ability of any of the Nanotech Shareholders to transfer the title and ownership of Nanotech Shares to Buyer, and upon delivery of the certificates for Nanotech Shares to Buyer pursuant to the terms of this Agreement and payment of the Purchase Price at the Closing, Buyer will acquire record and legal title to such Nanotech Shares, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims) and encumbrances.

5.14

The officers and directors of Nanotech are as follows:

	Joseph Kristul	President, Director
	Alex Trossman	Director

SECTION 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as disclosed by Buyer on Buyer’s reports, statements, schedules, prospectuses, and other documents filed with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (collectively, as amended and/or supplemented to date, the “Securities Filings”), Buyer represents and warrants to the Sellers as follows:

6.01.

Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.

6.02.

Buyer is duly qualified to conduct business under the laws each jurisdiction where such qualification is necessary, except where the failure to be so qualified would not have a Material Adverse Effect.

6.03.

Subject to Section 4.04 (f) a herein, Buyer has all other requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and the performance by Buyer of its obligations hereunder and thereunder, shall be duly and validly authorized by all necessary corporate action on the part of Buyer, including any vote of stockholders. This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which Buyer is a party will be, duly and validly executed and delivered by Buyer and the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles.

6.04

The Cancellation Shares held by the EPOD Shareholders respectively are owned by each of the EPOD Shareholders as the beneficial and recorded owners with good and marketable title thereto, and all of the EPOD Shares are free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. Each of the EPOD Shareholders has the requisite power and authority to cause the Cancellation Shares to be cancelled at Closing.

6.05.

Except as otherwise stated in this Agreement, there is no additional requirement applicable to Buyer to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental entity as a condition to the lawful consummation by Buyer of the transactions contemplated pursuant to this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transactions contemplated hereby will not (with or without the giving of notice, the lapse of time or both), (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws of Buyer, or (ii) violate any applicable Law, rule, regulation, order, writ, judgment, ordinance, injunction or decree of any governmental entity to which Buyer is a party or is bound.

6.06

The authorized capital of Buyer consists of 75,000,000 shares of Common Stock, of which 2,849,000 shares are issued and outstanding as of the date of the signing of this Agreement. All of the outstanding shares of common stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. Buyer holds no treasury stock and no shares of common stock in its treasury. The rights, privileges and preferences of the common stock are as stated in Buyer’s Articles of Incorporation and as provided by the general corporation law of the jurisdiction of the Buyer’s incorporation.

6.07.

The officers and Directors of EPOD are as follows:

	Michael Matvieshen	CEO and sole Director
	Satpal Sidhu	President, Chief Operating Officer and Secretary
	Gordon McKenzie	Treasurer

6.07

The shares of Common Stock to be issued to the Nanotech Shareholders in accordance with Section 3.01 will at the time of issuance be, duly authorized, validly issued and fully paid and non-assessable in all respects, free from any pre-emptive or other rights, and the issuance thereof will, at the time of issuance, not violate any agreement or trigger the anti dilution, right of first refusal, co-sale or similar provisions of any agreement to which the Buyer is bound. Buyer shall reserve a sufficient number of shares of Common Stock for issuance to the Nanotech Shareholders. Upon issuance in accordance with the terms of this Agreement, such shares will be duly authorized, validly issued, fully paid and non-assessable in all respects, free from any pre-emptive or other rights (other than as entered into after the date of Closing), and the issuance thereof will not violate any agreement or trigger the anti-dilution, right of first refusal, co-sale or similar provisions of any agreement to which Buyer is bound.

6.08.

All Securities Filings required to be filed by Buyer with the SEC pursuant to the Exchange Act, along with all exhibits to such annual, quarterly and other reports as available on the SEC’s EDGAR database website, are true, correct and complete in all material respects as of the date of filing thereof, and said reports do not, as of the date of filing thereof, fail disclose or omit any material fact, agreement or matter relating to the Buyer.

6.09

There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to Buyer’s Knowledge, currently threatened against Buyer or, to the best of Buyer’s Knowledge, threatened against any officer or director of Buyer, that questions the validity of this Agreement or the right of Buyer to enter into it, or to consummate the transactions contemplated hereby, or could have or reasonably be expected to have, either individually or in the aggregate, a material adverse effect upon the Business. Neither Buyer nor, to the best of Buyer’s Knowledge, any of its officers or directors, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors, such as would affect Buyer). There is no action, suit, proceeding or investigation by Buyer pending or which Buyer intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefore known to Buyer) involving the prior employment of any of Buyer’s employees, their services provided in connection with the Business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

6.10.

Except as expressly set forth in this Section 6, Buyer makes no other representation or warranty with respect to the transactions contemplated by this Agreement or other agreements to be entered into in connection with the transactions contemplated hereby.

SECTION 7

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

7.01

Survival of Representations and Warranties . All of Buyer’s representations and warranties in this Agreement or in any other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and all of Sellers’ representations and warranties in this Agreement, in any other agreements to be entered into in connection with the transactions contemplated hereby, or in any instrument delivered pursuant hereto or thereto, shall survive the Closing Date and continue until the date which is 12 (twelve) months after the Closing Date; provided, however, that (i) any claim based on fraud shall survive indefinitely, (ii) any claim for violation of the representations and warranties with respect to Taxes, employee matters or Environmental Law shall survive until the expiration of the applicable statute of limitations applicable to any claim or right of action related thereto, (iii) the covenants and agreements contained in this Agreement and the other agreements to be entered into in connection with the transactions contemplated hereby and to be performed at the Closing Date will survive until fully performed in accordance with their terms, and (iv) any claim for indemnity asserted pursuant to Section 7.02 shall, if made within the applicable time period set forth above with respect to an accrued Liability, survive indefinitely. However, no claim for indemnity may be asserted under Section 7.02 unless notice of such claim is given to Nanotech or Buyer, as the case may be, prior to the appropriate period(s) specified in the preceding sentence.

7.02

Indemnification .

(a)

EPOD agrees, from and after the Closing Date, for the appropriate period(s) specified in Section 7.01, above, to indemnify and hold Buyer and its officers, directors, agents or Affiliates and their respective successors and assigns (the “Buyer Indemnified Parties”), harmless from and against any Loss incurred by any Buyer Indemnified Party, directly or indirectly, resulting from (i) noncompliance with any applicable bulk sales or transfer Law, (ii) any Liability or Contract of, or Claim against, a Seller, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (including but not limited to Liabilities for Taxes), (iii) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, a Seller prior to the Closing Date, (iv) any Liability or Claim under any Environmental Laws relating to any event, action or failure to act which occurred prior to the Closing Date, or (v) the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in the inaccuracy of, any of the warranties, representations, conditions, covenants or agreements of a Seller contained in this Agreement or in any agreement or document delivered pursuant hereto or in connection herewith, or arising out of the consummation of the transactions contemplated hereby.

(b)

Buyer agrees from and after the Closing Date, for the appropriate period(s) specified in Section 7.01, above, to indemnify and hold Sellers and their respective Affiliates, successors and assigns (the “Seller Indemnified Parties”) harmless from and against any Loss incurred by any Seller Indemnified Party directly or indirectly resulting from (i) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, Buyer after the Closing Date, (ii) any Liability or Claim under any Environmental Laws relating to any event, action or failure to act which occurs after the Closing Date, or (iii) any Claim arising out of Buyer’s breach, failure to fully repay and satisfy, default in or failure to comply with the terms of, the Assumed Liabilities or any breach of any warranties, representations, conditions, covenants or agreements of Buyer contained in this Agreement to which the Buyer is a party, or in any other agreement, certificate or document delivered pursuant to or in connection with this Agreement or arising out of the Closing of the transactions contemplated hereby.

(c)

If any Third Party shall notify any party (the “Indemnified Party”) with respect to any matter which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Section 7, then the Indemnified Party shall notify each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially damaged. In the event any Indemnifying Party notifies the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel (at its cost), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably).

In the event the Indemnifying Party fails to assume the defense of the matter as provided herein within thirty (30) days after the Indemnified Party has given notice thereof, the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

(d)

After the Closing Date, the right of indemnification under this Section 7 shall be the sole and exclusive remedy available to any Party for any claim or cause of action arising under this Agreement or other agreements to be entered into in connection with the transactions contemplated hereby in connection with any breach of any representation, warranty, covenant or provision of this Agreement this Agreement, other agreements to be entered into in connection with the transactions contemplated hereby or otherwise; provided, however, that this exclusive remedy does not preclude a Party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under this Agreement. Each Party expressly waives any rights it may have to make a claim against the other pursuant to any constitutional, statutory, or common law authorities. The provisions of this Section 7.02(d) shall not apply to claims arising out of or relating to the fraud, gross negligence or willful misconduct of the Parties.

SECTION 8

PRESERVATION OF BOOKS AND RECORDS

8.01

For a period of 3 (three) years after the Closing date, Buyer shall preserve the books and records of Nanotech delivered to Buyer; and Sellers shall similarly make available to Buyer any records which Buyer permits Sellers to retain; each Party will make such books and records available to the other Party at all reasonable times and permit the other Party to make extracts from or copies of all such records.

SECTION 9

CERTAIN OTHER COVENANTS AND AGREEMENTS

9.01.

Further Assurances . Upon the request of either Party hereto, the other Party will execute and deliver to the requesting Party, or such Party’s nominee, all such instruments and documents of further assurance or otherwise, and will do any and all such acts and things as may reasonably be required to carry out the obligations of such Party hereunder and to more effectively consummate the transactions contemplated hereby, including, without limitation, submitting information required by a Governmental or Regulatory Authority, obtaining all consents and approvals from Third Parties, under leases, agreements and other Contracts.

9.02.

Quotation . Buyer shall use its best efforts to maintain the eligibility for quotation of the Common Stock on the over the counter bulletin board.

9.03.

SEC Reports . Buyer shall file with the SEC all reports that are required to be filed pursuant to the Exchange Act with respect to this Agreement and the transactions contemplated hereby.

SECTION 10

MISCELLANEOUS

10.01.

Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada shall be enforceable exclusively in the courts thereof.

10.02.

Modification . This Agreement may be modified or amended, and the requirements of any provision hereof may be waived, with the mutual consent of Sellers and Buyer by written instrument signed by them or their respective successors or assigns in any manner deemed necessary or appropriate by them.

10.03.

Binding Nature. This Agreement shall be binding unto the Parties and may only be terminated by: (i) the Buyer in the event of a breach of any of the obligations of the Sellers under Sections 4.02 and 4.04 herein, or (ii) by Nanotech in the event of a breach of any of the obligations of the Buyer under Sections 4.04 and 4.05 herein.

10.04.

Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.05.

Notices . Any notice or other communication hereunder may be sent by any means (including facsimile or email or other electronic means, provided that receipt thereof is acknowledged and confirmed by the recipient) and shall be effective upon receipt; except that, if sent via domestic certified mail or via international overnight courier such as Federal Express, said notice shall be conclusively deemed to have been received by a Party hereto and be effective on the earlier of (a) the actual date of receipt, or, if earlier, (b) the third business day following the date given to the post office or courier for delivery. In addition to such notices and communications as shall be addressed to such Party at the address set forth at the outset of this Agreement (or such other address as such Party shall specify to the other Party in writing), mandatory copies, sent in such manner, shall be delivered to the additional addressees set forth below:

As to Sellers:	Nanotech Industries International Inc.
	950 John Daly blvd, Suite 260
	Daly City, CA 94015

	Joseph Kristul
	C/O Nanotech Industries International Inc.
	950 John Daly blvd, Suite 260
	Daly City, CA 94015

As to Buyer:	EPOD Solar Inc
	5 – 215 Neave Road
	Kelowna British Columbia, Canada V1V 2L9
	Attn: Michael Matvieshen, President

10.06.

Entire Agreement . This Agreement, together with its schedules, exhibits and the other agreements to be entered into in connection with the transactions contemplated hereby, constitutes the entire understanding among the Parties and supersedes all other understandings and agreements, oral or written, with respect to the subject matter hereof.

10.07.

Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

10.08. Equitable Remedies . In the event that any Party to this Agreement shall default in the performance of any obligation, covenant or agreement hereunder, the other Parties to this Agreement shall, in addition to all other remedies which may be available to it, be entitled to injunctive and equitable relief, including without limitation specific performance, and shall be entitled to recover from the defaulting Party or Parties its costs and expenses (including reasonable attorneys’ fees) incurred by it in securing such injunctive or equitable relief.

10.09. Severability . In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement should remain in full force and effect and be interpreted as if such invalid or unenforceable provision had not been a part hereof; provided, however, if any particular portion of this Agreement shall be adjudicated invalid or unenforceable by reason of the length of time or scope of applicability provided for herein, this Agreement shall be deemed amended to diminish such time and/or reduce such scope to the longest enforceable time and the broadest enforceable scope of applicability.

10.10. Assignment . Buyer shall be entitled to assign all or part of its rights, title and interest under this Agreement to an Affiliate; provided that such Affiliate shall assume the corresponding obligations of Buyer under this Agreement. A copy of any assignment made hereunder shall be promptly forwarded to EPOD. Sellers may not assign all or any part of their respective rights, title and interest under this Agreement without the prior written consent of Buyer.

10.11. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties herein and their successors and permitted assigns.

10.12. Publicity . No Party shall not issue nor cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other Parties, which consent shall not be unreasonably withheld, except where such release or announcement is required by applicable Law or the rules of any stock exchange, stock market or Governmental or Regulatory Authority having authority over any Party.

( Signature page follows. )

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SELLERS:

NANOTECH INDUSTRIES INTERNATIONAL INC.

By: /s/: Joseph Kristul

Name: Joseph Kristul

Its: Chief Executive Officer

JOSEPH KRISTUL

/s/: Joseph Kristul

BUYER:

EPOD SOLAR INC.

By: /s/: Michael Matvieshen

Name: Michael Matvieshen

Its: President

SCHEDULE A

Nanotech Shareholders and Share Exchanges

SCHEDULE B

EPOD Shareholders

NAME OF HOLDER	SHARES HELD	SHARES TO BE CANCELLED	SHARES HELD POST CANCELLATION
Michael Matvieshen	408,000	408,000	0
M124 BC Ltd.	200,000	125,000	75,000
Doug Sereda	165,000	165,000	0
Peter Schriber	165,000	165,000	0
Satpal Sidhu	165,000	165,000	0

Exhibit 10.2

Agreement entered into this 12 ^th day of July, 2010

Between:

Nanotech Industries Inc., a Delaware corporation.

hereinafter referred to as “LICENSOR” or the “Company”

And:

Nanotech Industries International Inc., a Nevada corporation hereinafter referred to as “NTI”

(collectively referred to as the “Parties”)

WHEREAS LICENSOR, holds proprietary rights to the license and Intellectual Property (“LICENSOR IP”) required for the manufacturing of environmentally safe, coatings, adhesives, sealants and elastomers (“LICENSOR Product”),

WHEREAS LICENSOR wishes to engage NTI for the potential manufacturing and sale (collectively “Manufacturing and Sale”) of the LICENSOR Product in the Territory (as defined below).

WHEREAS LICENSOR agrees to grant NTI exclusivity for the Manufacturing and Sale of the LICENSOR Product in the Territory (as defined below).according to the terms set forth hereunder;

WHEREAS to this end, the Parties have agreed to enter into the present agreement (“Agreement”);

NOW THEREFORE , in consideration of the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LICENSOR and NTI agree as follows:

Section 1. Definitions

“Acquirer” shall have the meaning ascribed to it under the definition of the term “Material Transaction”. See below.

"Confidential Information" shall mean all information disclosed by a Party and marked by the disclosing party as "Confidential", "Proprietary" or other appropriate legend or disclosed orally and described as " Confidential " or "Proprietary" and delivered by the disclosing Party, including without limitation information disclosed by either Party regarding pricing, methods of operation, techniques, business methods or plans, marketing plans and strategies, finances, Know-How, designs, manufacturing formulae, computer programs, or any other business information relating to the disclosing Party and its subsidiaries, if any, whether constituting a trade secret, proprietary information or otherwise; provided that:

Confidential Information shall not include information that can be established by the receiving Party by competent proof: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was independently developed by the receiving Party without use of the disclosing Party's information.

"Documentation" shall mean all documentation for or relating to the Proprietary Technology, including but not limited to: (i) all documentation intended for use by the operators of the Proprietary Technology; (ii) all technical documentation, designs and specifications; (iii) any other type of information or material (in whatever form, whether human or machine-readable, and in whatever media) relating to the Proprietary Technology that was prepared by or for LICENSOR;

“Exclusivity” shall mean the granting by LICENSOR to NTI of the exclusive rights to the Manufacturing and Sale of the LICENSOR Product for the Territory;

“Gross Revenue” shall have the definition according to US GAAP.;

"Intellectual Property" shall mean all patents, trademarks, trade names, service marks, trade dress, copyrights, works of authorship, design rights, trade secrets, inventions, discoveries, research, product designs, improvements, ideas, , show-how, data, quality control processes, manufacturing processes, test results, test methods, databases and documentation thereof, technical information, data, specifications, records and documentation software and other proprietary rights regardless of the form in which it exists or the media upon which it resides .

"Know-How" shall mean all discoveries, business information, business methods, formulae, systems, processes, trade secrets, technologies, works of authorship and, confidential data and information, whether patentable or unpatentable.

"Manufacturing Intellectual Property" shall mean all Intellectual Property and KnowHow owned or licensed wholly or jointly by LICENSOR, currently and in the future and that is specifically relating to or used in the manufacture of the LICENSOR Product.

"Material Transaction” shall mean a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (A) following which the holders of common stock of NTI (“NTI Common Stock”) immediately preceding such consolidation, merger, combination or event (“NTI Common Stockholders”) either (1) no longer hold a majority of the shares of NTI Common Stock or (2) no longer have the ability to elect the board of directors of NTI and, (3) as a result of which another entity (the “Acquirer”) shall either (i) hold a majority of the shares of NTI Common Stock or (ii) have the ability to elect the board of directors or (B) as a result of which shares of NTI Common Stock shall be changed into (or the shares of NTI Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Acquirer.

“Territory” shall mean all of North America.

Section 2. Manufacturing. The Parties agree that LICENSOR shall provide NTI with all necessary Documentation and access to Manufacturing Intellectual Property to manufacture the LICENSOR Product (“IP Rights”), under the following terms:

	(i)	In consideration for IP Rights and regardless of whether or not NTI exercises the IP Rights, NTI shall pay LICENSOR a one time licensing fee equivalent to $500,000 (five hundred thousand dollars) (“Licensing Fee”) to be payable within 12 (twelve) months from the signing of this Agreement (“ Fee Payment Deadline”).

	(ii)	NTI shall pay to LICENSOR a royalty of 5% of Gross Revenue from the Sale of the LICENSOR Product (“Royalty”) for the duration of this Agreement. The Royalty shall be paid on a quarterly basis 65 calendar days after the end of each quarter (the “Royalty Payment Period”) and shall be based on the Gross Revenue as stated in NTI’s quarterly statements. The Licensor shall have the right to review NTI’s records including bank statements at anytime with a 10 business day notice (the “Review”), as well NTI shall perform an annual audit of its financial statements on an annual basis (the “Audit”) which shall be completed within 100 days from NTI’s year end (the “Audit deadline”) .

	(iii)	In accordance with Section 5 below, NTI undertakes to keep confidential any and all Documentation and Manufacturing Intellectual Property provided to, transferred and or disclosed in any manner to NTI by LICENSOR or any person or entity on behalf of LICENSOR.

Section 3. Exclusivity

	(i)	NTI shall retain the right for the Manufacturing and Sale for the Territory on an exclusive basis (“Exclusivity”) for a period of 36 (thirty-six) months from the date of the signing of this Agreement (“Exclusivity Period”). Exclusivity shall be terminated at the end of the Exclusivity Period (”Exclusivity Termination”).

	(ii)	Upon Exclusivity Termination, NTI shall continue to have the right to the Manufacturing and Sale for the Territory, on a non-exclusive basis for the duration of the Agreement.

	(iii)	At any time during the Exclusivity Period and prior to the Exclusivity Termination, the Parties agree that NTI shall have the right to be granted a perpetual right of Exclusivity for the Manufacturing and Sale by LICENSOR for all of North America, South America and Europe (“America - Europe Perpetual Exclusivity”), in consideration of the issuance by NTI to the LICENSOR of an aggregate number of shares of common stock which shall give the LICENSOR, immediately upon such issuance of shares and subject to subsection (v) below, a 52.5% ownership stake in NTI, (“America – Europe Exclusivity Shares”). In the event NTI exercises its right to America - Europe Perpetual Exclusivity, the America – Europe Exclusivity Shares shall be issued as fully paid and non-assessable and shall bear the requisite restrictive legend in accordance with applicable securities law.

	(iv)	At any time after the exercise of the America-Europe Perpetual Exclusivity, during the Exclusivity Period and prior to the Exclusivity Termination, the Parties agree that NTI shall have the right to be granted

	(iv)	At any time after the exercise of the America-Europe Perpetual Exclusivity, during the Exclusivity Period and prior to the Exclusivity Termination, the Parties agree that NTI shall have the right to be granteda perpetual right of Exclusivity for the Manufacturing and Sale by LICENSOR for all of Asia and the rest of the world excluding the territories mentioned in the America - Europe Perpetual Exclusivity (“Asia Perpetual Exclusivity”), in consideration of the issuance by NTI to the LICENSOR of an aggregate number of shares of common stock which shall give the LICENSOR, immediately upon such issuance of shares and subject to subsections (v) and (vi) below, an additional ownership stake of 10% in NTI (“Asia Exclusivity Shares”). In the event NTI exercises its right to Asia Perpetual Exclusivity, the Asia Exclusivity Shares shall be issued as fully paid and non-assessable and shall bear the requisite restrictive legend in accordance with applicable securities law.

	(v)	Should a Material Transaction occur and In the event NTI exercises the America - Europe Perpetual Exclusivity following the occurrence of the Material Transaction and prior to the Exclusivity Termination, NTI undertakes to cause the Acquirer to issue an aggregate number of shares of the Acquirer’s common stock which shall give the LICENSOR, immediately upon such issuance of shares a 52.5% ownership stake in the Acquirer (“America – Europe Exclusivity Acquirer Shares”). In the event NTI exercises its right to America - Europe Perpetual Exclusivity, the America – Europe Exclusivity Acquirer Shares shall be issued as fully paid and non-assessable and shall bear the requisite restrictive legend in accordance with applicable securities law.

	(vi)	Pursuant to subsection (v) above and subsequent to the exercise of the America - Europe Perpetual Exclusivity, should NTI exercise its right to the Asia Perpetual Exclusivity prior to the Exclusivity Termination, NTI undertakes to cause the Acquirer to issue an aggregate number of shares of the Acquirer’s common stock which shall give the LICENSOR, immediately upon such issuance of shares an additional ownership stake of 10% in the Acquirer (“Asia Exclusivity Acquirer Shares”). In the event NTI exercises its right to the Asia Perpetual Exclusivity, the Asia Exclusivity Acquirer Shares shall be issued as fully paid and non- assessable and shall bear the requisite restrictive legend in accordance with applicable securities law.

Section 4. Events of Default. Any one or more of the following events, whether or not any such event shall be voluntary or involuntary or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, shall constitute an Event of Default:

	a)	Non payment of the Licensing Fee by the Fee Payment Deadline;

	b)	Non payment of the Royalty during the Royalty Payment Period;

	c)	The completion of the Audit within the Audit Deadline;

	d)	NTI’s refusal to allow the LICENSOR to perform the Review;

	e)	If an order is made or a resolution is passed or a petition is filed for the liquidation or winding-up of NTI;

In the event of a default, by NTI, NTI shall have 45 calendar days to cure such default after which, the LICENSOR shall have the right to terminate this Agreement.

Section 5. Confidentiality. The Parties agree to keep confidential subject to Section 5.2 and except as otherwise authorized by this Agreement or agreed in writing, the Parties agree that, during the term of this Agreement, for five (5) years thereafter, NTI and its Affiliates shall, and shall ensure that their respective independent contractors, employees, officers and directors keep completely confidential and not publish, or otherwise disclose, or use any Confidential Information that is proprietary to and furnished by LICENSOR..

5.1 Remedies. LICENSOR shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining NTI, its Affiliates, its licensees and/or its sublicenses from any violation or threatened violation of this Section 5.

5.2 Exceptions to Confidentiality. The restrictions on publication and disclosure contained in Section 5 of this Agreement shall not apply to Confidential Information that is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction, provided that if one Party is required to make any such disclosure of the other Party’s Confidential Information the disclosing Party will, give reasonable advance notice to the other Party of such disclosure requirement.

Section 6. Non-Disclosure. NTI agrees not to disclose, reveal or make use of any information during discussion or observation regarding methods, processes, ideas, the LICENSOR Product, Know-How, Documentation or any other subject matter herein including any discussions, and negotiations between the Parties on any subject matter herein, without the express written consent of LICENSOR.

Section 7. Intellectual Property. Upon termination of this Agreement as provided for in Section 4 above, NTI agrees to immediately return to LICENSOR any and all Documentation, Confidential Information and materials relating to any Intellectual Property received by NTI under this Agreement.

7.1 Remedies. LICENSOR shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining NTI, its Affiliates, its licensees and/or its sublicenses from any violation or threatened violation of this Section 7.

Section 8. Term and Termination. This Agreement is effective from the date of execution and shall be indefinite, in accordance with the terms and conditions as set forth in this Agreement, except if terminated as follows:

	1.	Upon mutual written agreement by both Parties;

	2.	Upon termination by the LICENSOR in accordance with section 4 of this Agreement.

Upon termination of this Agreement, all of the Parties' rights and obligations under Sections 5, 6 and 7 shall survive termination, relinquishment or expiration of this Agreement and shall remain in full force and effect regardless of the termination of this Agreement.

Section 9. Notice. Any notice or request required or permitted to be given under or in connection with this Agreement shall be deemed to have been sufficiently given if in writing and personally delivered or sent by certified mail (return receipt requested), facsimile transmission (receipt verified), or overnight express courier service (signature required), prepaid, to the Party for which such notice is intended, at the address to be proved for by each of the Parties:

In the case of LICENSOR to:

In the case of NTI, to:

or to such other address for such Party as it shall have specified by like notice to the other Party, provided that notices of a change of address shall be effective only upon receipt thereof. If delivered personally or by facsimile transmission, the date of delivery shall be deemed to be the date on which such notice or request was given. If sent by overnight express courier service, the date of delivery shall be deemed to be the next business day after such notice or request was deposited with such service. If sent by certified mail, the date of delivery shall be deemed to be the fifth business day after such notice or request was deposited with the national postal service of the country where such Party is located.

Section 10. Severability. The Parties intend and believe that each provision of this Agreement complies with all applicable local, state, and federal laws and judicial decisions. Nonetheless, if any provision or any portion of any provision of this Agreement is found by a court of law to violate any applicable foreign, local, state, provincial or federal ordinance, state, law, administrative or judicial decision, or public policy, and if such court should declare such provision or portion to be illegal, invalid, unlawful, void, or unenforceable as written, it is the intent of the Parties that such provision or portion shall be given force to the fullest possible extent that it is legal, valid, and enforceable, that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void, or unenforceable provision or portion were not contained in this Agreement, and that the rights, obligations, and interests of the Parties under the remainder of this Agreement shall continue in full force and effect.

Section 11. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws provisions thereof. The Parties hereby irrevocably agree to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware.

Section 12. Entire Agreement. This Agreement supersedes all prior representations, arrangements, negotiations, understandings and agreements between the Parties, both written and oral, relating to the subject matter hereof and sets forth the entire and complete and exclusive agreement and understanding between the Parties hereto relating to the subject matter hereof; no Party has relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement. The terms of this Agreement may not be changed except by an amendment signed by an authorized representative of each Party.

Section 13. Miscellaneous. This Agreement shall inure to the benefit of the parties hereto In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby.

Section 14. Assignability. This Agreement shall be assignable and/or sub-licensable to third parties by LICENSOR at any time but NTI shall require written approval from LICENSOR, which shall not be unreasonably withheld, prior to assigning and/or sub-licensing this Agreement to any third party.

Section 15. Counterparts . This Agreement may be executed in two counterparts, each of which shall constitute an original document, and all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures and such signatures shall be deemed to bind each party hereto as if they were original signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Nanotech Industries International Inc.

By: s/s Joseph Kristul
Title: President and CEO

Nanotech Industries Inc.

By: s/s Joseph Kristul
Title: President and CEO

Exhibit 99.1

Nanotech Industries International, Inc.
(A Development Stage Company)
Financial Statements
July 31, 2010

Nanotech Industries International, Inc. (A Development Stage Company) Table of Contents

	Page


Report of Independent Registered Public Accounting Firm	1

Balance Sheet	2

Statement of Operations	3

Statement of Stockholders' Equity	4

Statement of Cash Flows	5

Notes to Financial Statements	6-10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Nanotech Industries International, Inc.
(A Development Stage Company)
Daly City, California

We have audited the accompanying balance sheet of Nanotech Industries International, Inc. (a development stage company) (the “Company”) as of July 31, 2010, and the related statements of operations, stockholders’ equity and cash flows for the period from July 8, 2010 (inception) to July 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 Nanotech Industries International, Inc. as of July 31, 2010, and the results of its operations and cash flows for the period from July 8, 2010 (inception) through July 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2011 raise substantial doubt about its ability to continue as a going concern. The 2010 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LBB & ASSOCIATES LTD., LLP
Houston, Texas
August 26, 2010

Nanotech Industries International, Inc.
(A Development Stage Company)
Balance Sheet
July 31, 2010




ASSETS

Current assets
Cash	$	25,000
Total current assets		25,000

Intangible asset, net		500,000

TOTAL ASSETS	$	525,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Note payable – related party	$	500,000
Total current liabilities		500,000
Total liabilities		500,000

Commitments and contingencies

STOCKHOLDERS’ EQUITY

Common stock, $0.01 par value, 50,000,000 shares authorized, 33,810,035 shares issued and outstanding at July 31, 2010		338,100

Additional paid in capital		654,499

Deficit accumulated during development stage		(967,599	)

Total stockholders’ equity		25,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	525,000

The accompanying notes are an integral part of these financial statements

Nanotech Industries International, Inc.
(A Development Stage Company)
Statement of Operations
For the period July 8, 2010 (Inception) through July 31, 2010

Revenues	$	-

General and administrative expenses:

Stock compensation		338,100

Warrant expense		629,499

Total general and administrative expenses		967,599

Net loss	$	967,599

Basic and diluted net loss per share	$	(0.03	)

Basic and diluted weighted average shares		33,810,035

The accompanying notes are an integral part of these financial statements

Nanotech Industries International, Inc.
(A Development Stage Company)
Statement Stockholders' Equity
For the period July 8, 2010 (Inception) through July 31, 2010

	Common stock
	Shares	Amount	Additional paid-in capital	Deficit Accumulated during the development stage		Total
		$	$	$		$

Common shares issued to founders at $0.01 on July 8, 2010	33,810,035	338,100	-	-		338,100

Fair value of warrants granted on July 8-14, 2010 at a value of $0.02 to $0.04 per warrant	-	-	629,499	-		629,499

Exercise of warrants for cash, 625,000 shares at $0.04 exercise price per share	-	-	25,000	-		25,000

Net loss	-	-	-	(967,599	)	(967,599	)

Balance, July 31, 2010	33,810,035	338,100	654,499	(967,599	)	25,000

The accompanying notes are an integral part of these financial statements

Nanotech Industries International, Inc. (A Development Stage Company) Statement of Cash Flows For the period July 8, 2010 (Inception) through July 31, 2010



Cash flow from operating activities
Net loss	$	(967,599	)
Adjustments to reconcile net income to net cash provided by operation activities:
Fair value of warrants granted		629,499
Stock-based compensation to founders		338,100
Net cash provided by operating activities		-

Cash flows from financing activities
Proceeds from exercise of warrants		25,000
Net cash provided by financing activities		25,000

Net increase in cash		25,000

Cash at beginning of year		-
Cash at end of year	$	25,000

Non-cash transactions
Acquisition of intangible asset through issuance of note payable	$	500,000

The accompanying notes are an integral part of these financial statements

Nanotech Industries International Inc.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010

NOTE 1 – NATURE OF BUSINESS AND GOING CONCERN

Nanotech Industries International, Inc. (“the Company” or “Nanotech” or “NTI”) was established in July 2010 in the state of Nevada with the mission of creating a U.S. based corporate vehicle to carry out the global commercialization of market-ready “nano” and “green” technologies for environmentally safe, coatings, adhesives, sealants and elastomers. NTI's focus is primarily in the field of material sciences engineering, developed through or in affiliation with NTI’s Licensor Nanotech Industries Inc. a Delaware based company.

At July 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. The Company remains highly dependent upon funding from non-operational sources. As a result, the Company continued to be classified as a development stage company.

The Company’s 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 $967,599 since inception. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents – NTI 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.

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

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.

Nanotech Industries International Inc.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010

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.

For the current period, there is no net operating loss carryforward, deferred tax asset or valuation, as the net loss consisted entirely of nondeductible stock-based compensation expense.

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.

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.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level	1	-	inputs are quoted prices in active markets for identical assets.
Level	2	-	inputs are inputs (other than quoted prices included within level 1) that are observable.
Level	3	-	are unobservable inputs and rely on management’s own assumptions about the assumptions that market participants would use.

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.

Nanotech Industries International Inc.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010

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.

NOTE 3 – INTANGIBLE ASSET, NET

On July 12, 2010, NTI 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, NTI 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, NTI 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 July 31, 2010 was immaterial and was not recorded.

Intangibles consist of the following at July 31, 2010:

License	$	500,000

Total Intangible asset		500,000
Less: accumulated amortization		-
Total intangible asset, net	$	500,000

NOTE 4 - FAIR VALUE MEASUREMENT

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of July 31, 2010:

Nanotech Industries International Inc. (A Development Stage Company) Notes to Financial Statements July 31, 2010

		Fair value meassurement

	Level I	Level II		Level III		Total
Intangible asset	-	-	$	500,000	$	500,000

The intangible asset was valued by an independent expert using industry and market data, along with financial projections from the Company’s management.

NOTE 5– EQUITY

On July 8, 2010 the Company issued 33,810,035 common shares to its founders with a par value of $0.01 and a total value for the aggregate issuance of $338,100. The authorized number of common shares is 50,000,000.

On July 8, 2010, the Company 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. As a result, the Company recorded an expense of $483,200 during the period ending July 31, 2010, based on the fair value of the warrants on the date of issuance. There are no registration rights or exercise price adjustments related to these warrants.

On July 14, 2010, the Company 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. As a result, the Company recorded an expense of $146,299 during the period ending July 31, 2010, based on the fair value of the warrants on the date of issuance.

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

Expected volatility	111%
Expected life	5 years
Risk-free interest rate	1.7%
Dividend yield	$ Nil

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

Expected volatility	169%
Expected life	8 months
Risk-free interest rate	0.3%
Dividend yield	$ Nil

Nanotech Industries International Inc.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010

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

Weighted

Average

Number of
Exercise

Warrants
Price

Outstanding, as at July 8, 2010 - $ -

Transactions during the period:

Issued 20,814,285 $ 0.021

Exercised (625,000 ) (0.04 )

Expired - -

Outstanding, end of period 20,189,285 $ 0.020

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.

The following table provides additional information with respect to outstanding warrants at July 31, 2010:

		Number of		Exercise
Grant Date	Expiry Date	Warrants		Price
July 8, 2010	July 8, 2015	13,314,285	$	0.01
July 14 2010	March 14, 2011	6,875,000	$	0.04
		20,189,285

Management recognizes the number of outstanding shares if all of the warrants were exercised would exceed the presently authorized shares of 50,000,000. Management deems the process of increasing the number of authorized shares to be a perfunctory act.

NOTE 6 – SUBSEQUENT EVENTS

On August 10, 2010, the Company received $25,000 from a shareholder as a short-term loan. The loan is non-interest bearing, has no specific terms of repayment, and has no collateral.

On August 16, 2010 the Company entered into a securities purchase agreement with a third party for the subscription of senior secured convertible debentures 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 $0.075 per share. The notes are secured by all assets of the Company. The subscriber also received 5,333,360 series A warrants with a maturity of 1 year and an exercise price of $0.125 and 1,333,360 series B warrants with a maturity of 3 years and an exercise price of $0.15. 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.

On August 18, 2010, the Company entered into a Stock Purchase Agreement (the "SPA") with EPOD Solar Inc. ("EPOD"), whereby EPOD agreed to acquire all of the issued and outstanding shares of capital stock of the Company from NTI shareholders, in exchange for 3,381,003 common shares of EPOD. As part of the SPA, certain shareholders of EPOD will tender their common shares for cancellation. The aggregate number of EPOD shares that will be cancelled is 1,028,000. After the transaction, the former shareholders of the Company will own approximately 65% of the outstanding shares of EPOD

Exhibit 99.2

BALANCE SHEETS
		NANOTECH INDUSTRIES			EPOD SOLAR INC.					CONSOLIDATED PRO FORMAT
		INTERNATIONAL, INC.					Elmination			BALANCE SHEETS
		(A Development Stage company)			(A Development Stage company)		Entries.

		July 31-2010			28-Feb-10
					(unaudited)
ASSETS
Current assets
Cash	$	25,000		$	-				$	25,000
Prepaid expenses					940					940
Total Current assets		25,000			940					25,940

Intangible assets		500,000			-					500,000

Total assets	$	525,000		$	940				$	525,940


LIABILITIES
Accounts Payable	$	-		$	14,141				$	14,141
Due to a related party		-			41,206					41,206
Long term debt		500,000			-					500,000
Total liabilities		500,000			55,347					555,347

STOCKHOLDERS’ DEFICIT
Common stock
50,000,000 shares authorized with a par value of $0.001 Issued and outstanding										-
33,810,035 common shares issued and outstanding as at July 31, 2010		338,100			-		(338,100	)		-
75,000,000 shares authorized with a par value of $0.01 2,849,000 common shares issued and outstanding as at February 28, 2010					2,849		2,353			5,202
Additional paid in capital		654,499			45,970		232,521			932,990
Deficit accumulated during the development stage					(103,226	)	103,226			-
Deficit		(967,599	)							(967,599	)
Total stockholders’ deficit		25,000			(54,407	)	-			(29,407	)

Total liabilities and stockholders’ deficit	$	525,000		$	940		-		$	525,940


STATEMENTS OF OPERATIONS		NANOTECH INDUSTRIES			EPOD SOLAR INC.			CONSOLIDATED PRO FORMAT
		INTERNATIONAL, INC.			(A Development			STATEMENTS OF
		(A Development Stage company)			Stage company)			OPERATIONS

		July 31-2010			Feb-28-10
					(unaudited)
Revenues	$	-		$	-		$	-

Selling, general and administrative:					(4,320	)		(4,320	)
Stock Compensation		(338,100	)		-			(338,100	)
Warrant expense		(629,499	)		-			(629,499	)

Total selling, general and administrative		(967,599	)		(4,320	)		(971,919	)

Net loss	$	(967,599	)	$	(4,320	)	$	(971,919	)


STATEMENTS OF OPERATIONS		NANOTECH INDUSTRIES			EPOD SOLAR INC.			CONSOLIDATED PRO FORMAT
		INTERNATIONAL, INC.			(A Development			STATEMENTS OF
		(A Development Stage company)			Stage company)			OPERATIONS

		July 31-2010			May-31-09
					(unaudited)


Revenues	$	-		$	-		$	-

Selling, general and administrative:					(43,676	)		(43,676	)
Stock Compensation		(338,100	)					(338,100	)
Warrant expense		(629,499	)					(629,499	)

Total selling, general and administrative		(967,599	)		(43,676	)		(1,011,275	)

Net loss	$	(967,599	)	$	(43,676	)	$	(1,011,275	)

EPOD Solar Inc.

(A Development Stage Company)

Notes to Pro Forma Consolidated Financial Statements

February 28, 2010

(Unaudited)

NOTE 1– PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

Effective August 30, 2010, EPOD Solar Inc. completed the acquisition of 100% of the outstanding shares of common stock of Nanotech Industries International Inc. EPOD Solar issued 3,381,003 common shares in exchange for 33,381,035 common shares of Nanotech Industries International Inc. As part of the acquisition, certain shareholders of EPOD Solar Inc. relinquished a total of 1,028,000 to EPOD Solar Inc. for cancellation.

In the Pro forma statements, the $338,100 common stock of Nanotech Industries International Inc. was eliminated in order to present the pro forma statements with Stock Holder’s Deficit values that reflect those of EPOD Solar Inc.

Exhibit 99.3

Nanotech Industries International Inc. Completes Reverse Merger
With EPOD Solar, Inc.

Kelowna BC – August 30 ^th , 2010 -- (MARKET WIRE) – EPOD Solar Inc. (OTCBB: EPDS), announced today the completion of its reverse merger with Nanotech Industries International Inc. (“Nanotech” or the “Company”).

As part of the reverse merger, all of the shares outstanding of Nanotech were acquired in exchange for 3,381,003 shares of EPOD Solar. As well, 1,028,000 shares of EPOD Solar that were held by third parties were relinquished for cancellation. After the completion of the reverse merger, there were 5,202,003 shares outstanding of EPOD Solar.

For more detailed information, please refer to the 8K dated August 30 ^th , 2010 which was filed with the SEC on www.sec.gov.

CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release other than statements of historical fact are "forward-looking statements" that are based on current expectations and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements, including, but not limited to, the following: the ability of EPOD Solar, Inc. to provide for its obligations, to provide working capital needs from operating revenues, to obtain additional financing needed for any future acquisitions, to meet competitive challenges and technological changes, and other risks. EPOD Solar, Inc. undertakes no duty to update any forward-looking statement(s) and/or to confirm the statement(s) to actual results or changes in EPOD Solar, Inc. expectations.

About Nanotech Industries International

Nanotech Industries International Inc. (“Nanotech” or the “Company”) is a San Francisco based company which manufactures and sells Green Polyurethane™ Binder and Green Polyurethane® Monolithic Floor Coating, a green product line which is environmentally friendly, completely eliminates toxic isocyanates from polyurethane, increases quality and is cost competitive. Nanotech focuses on the industrial and specialty coatings market and offers the world’s only true non-isocyanate based polyurethane coatings product.

Contact:
Nanotech Industries International Inc.
Elena Shenkar, Director of Administration and Investor Relations
650-491-3449 x 2



				Weighted
				Average
	Number of			Exercise
	Warrants			Price
Outstanding, as at July 8, 2010	-		$	-
Transactions during the period:
Issued	20,814,285		$	0.021
Exercised	(625,000	)		(0.04	)
Expired	-			-
Outstanding, end of period	20,189,285		$	0.020