UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-Q/A

AMENDMENT #1


(Mark One)

[X]

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

For the quarterly period ended September 30, 2014

 

 

[  ]

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

For the transition period from ________ to ________


COMMISSION FILE NUMBER 000-33309


TRITON EMISSION SOLUTIONS INC.

 (Exact name of registrant as specified in its charter)


DELAWARE

 

33-0953557

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

  

  

  

151 San Francisco St., Suite 201

San Juan, Puerto Rico

  

00901

(Address of principal executive offices)

 

(Zip Code)

  

  

  

1 (800) 648-4287

(Registrant's telephone number, including area code)

  

  

  

N/A

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes  [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes  [  ] No


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


Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)

Smaller reporting company [X]


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


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of November 14, 2014, the Issuer had 88,095,005 shares of common stock, issued and outstanding.










EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (the “Amendment”), amends our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, originally filed on November 14, 2014 (the “Original Filing”).  The sole purpose of the Amendment is to re-submit Exhibits 101 to the Original Filing which contains the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in the Original Filing.  Except as described above, no other changes have been made to the Original Filing.


 









































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ITEM 6.  EXHIBITS.


All Exhibits required to be filed with this Quarterly Report on Form 10-Q are included in this Quarterly Report or incorporated by reference to our previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-33309 and 333-66590.

 

Exhibit

Number

 

Description of Exhibit

3.1

 

Articles of Incorporation.(1)

 

 

Certificate of Amendment to Certificate of Incorporation - Name Change to Artescope Inc.(1)

3.2

 

Certificate of Amendment to Certificate of Incorporation - Name Change to GlobeTrac Inc.(2)

3.3

 

Certificate of Amendment to Certificate of Incorporation – Name Change to Poly Shield Technologies Inc.(7)

3.4

 

Certificate of Amendment to Certificate of Incorporation – Name Change to Triton Emission Solutions Inc.(24).

3.5

 

Bylaws.(1)

10.1

 

Termination and Transfer Agreement dated for reference November 1, 2004, among the Company, Global Axxess Corporation Limited, WebTech Wireless International and WebTech Wireless Inc.(3)

10.2

 

Technology License Agreement with Option to Purchase dated March 12, 2012, between the Company, Teak Shield Corp., and Robert and Marion Diefendorf. (4)

10.3

 

Loan Agreement dated April 19, 2012, between GlobeTrac Inc. and Acamar Investments Inc.(5)

10.4

 

Acamar Promissory Note dated April 19, 2012, given the Company in favor of Acamar Investments, Inc.(5)

10.5

 

Security Agreement dated April 19, 2012, granted by GlobeTrac Inc. in favor of Acamar Investments Inc.(5)

10.6

 

Extension letter dated October 17, 2012, from Acamar Investments, Inc. (6)

10.7

 

Amendment No. 1 to Loan Agreement and Promissory Note dated November 16, 2012, between the Company and Acamar Investments, Inc.(7)

10.8

 

Employment Agreement between Rasmus Norling and Poly Shield Technologies Inc. dated December 1, 2012. (8)

10.9

 

U.S. Patent Assignment Agreement dated January 12, 2013, between Rasmus Norling and Poly Shield Technologies Inc.(9)

10.10

 

European Patent Assignment Agreement dated January 12, 2013, between Rasmus Norling and Poly Shield Technologies Inc.(9)

10.11

 

Share Purchase Agreement dated January 31, 2013, between Rasmus Norling and Poly Shield Technologies Inc.(10)

10.12

 

Collaboration Agreement dated November 15, 2012, between Ecolutions, Inc. and Green Tech Marine AS.(10)

10.13

 

Master Distributor Agreement dated November 15, 2012, between Ecolutions, Inc. and Green Tech Marine AS.(10)

10.14

 

License Agreement dated November 15, 2012, between Ecolutions, Inc. and Green Tech Marine AS. (10)

10.15

 

Share Purchase Agreement dated April 8, 2013, between J. Douglas Faulkner and Poly Shield Technologies Inc.(11)

10.16

 

Sales and Purchase Agreement dated July 18, 2013 between LMS Shipmanagement, Inc. and  Poly Shield Technologies Inc.(12)

10.17

 

Purchase and sale Agreement dated August 16, 2013 between Prestige Cruise Holdings, Inc., and Poly Shield Technologies Inc. (13)

10.18

 

Divestiture and Share Purchase Agreement amongst Octavio Viveros, New World Technologies Group, Inc., and Poly Shield Technologies Inc. dated effective as of December 2, 2013. (14)

10.19

 

Addendum to December 1, 2012 Employment Agreement, dated effective as of December 30, 2013. (15)

10.20

 

Letter Agreement dated January 15, 2014 between Poly Shield Technologies Inc. and KF Business Ventures, LP. (16)

10.21

 

Loan Agreement dated as of January 15, 2014 between Poly Shield Technologies Inc. and KF Business Ventures, LP. (17)

10.22

 

Addendum No. 2 to December 1, 2012 Employment Agreement, dated effective as of February 28, 2014. (18)

10.23

 

Technology Transfer Agreement between Paer Tomas Rasmus Norling and Poly Shield Technologies Inc. dated effective as of March 10, 2014. (19)

10.24

 

Management Consulting Agreement between Paer Tomas Rasmus Norling and Poly Shield Technologies Inc. dated effective as of March 10, 2014. (19)





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Exhibit

Number

 

Description of Exhibit

10.25

 

Amendment No. 1 to Loan Agreement between Poly Shield Technologies Inc. and KF Business Ventures, LP dated effective as of March 10, 2014. (19)

10.26

 

Purchase and Services Agreement between Magical Cruise Company, Limited and Poly Shield Technologies Inc. dated effective as of April 15, 2014. (20)

10.28

 

Loan Agreement and Promissory Note dated April 17, 2014 between Poly Shield Technologies Inc. and New World Technologies Group Inc. (23)

10.29

 

Loan Agreement and Promissory Note dated May 22, 2014 between Poly Shield Technologies Inc. and New World Technologies Group Inc. (23)

10.30

 

Loan Agreement and Promissory Note dated June 30, 2014 between Poly Shield Technologies Inc. and New World Technologies Group Inc. (23)

10.31

 

Amended and Restated Technology License Agreement among Poly Shield Technologies Inc., Teak Shield Corp., Marion Diefendorf and the Estate of Robert Diefendorf entered into on June 24, 2014. (23)

10.32

 

Management Consulting Agreement between Joao da Costa and Poly Shield Technologies Inc. dated effective as of June 25, 2014. (21)

10.33

 

Management Consulting Agreement between Mitchell Reed Miller and Poly Shield Technologies Inc. dated effective as of June 25, 2014. (21)

10.34

 

Loan Agreement between Poly Shield Technologies Inc. and KF Business Ventures, LP dated July 28, 2014. (22)

10.35

 

Management Consulting Agreement between Robert Lipp and Triton Emission Solutions Inc. dated effective as of September 3, 2014. (25)

10.36

 

Amendment No. 2 to that Loan Agreement dated January 15, 2014 between the Company and KF Business Ventures LP dated effective July 29, 2014.(26)

10.37

 

2014 Stock Option Plan. (26)

10.38

 

Non-Qualified Stock Option Agreement for Robert C. Kopple. (26)

10.39

 

Release and Satisfaction dated as of September 18, 2014 between the Company and Acamar Investments, Inc. (27) 

14.1

 

Code of Ethics (2)

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

 

 

 

101.INS

 

XBRL Instance Document.

101.SCH

 

XBRL Taxonomy Extension Schema.

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase.

101.LAB

 

XBRL Taxonomy Extension Label Linkbase.

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase.


(1)

Filed as an exhibit to our Registration statement on Form SB-2 filed on August 2, 2001.

(2)

Filed as an exhibit to our Annual Report on Form 10-KSB filed on April 15, 2003.

(3)

Filed as an exhibit to our Current Report on Form 8-K filed on November 14, 2005.

(4)

Filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2012.

(5)

Filed as an exhibit to our Current Report on Form 8-K filed on April 25, 2012.

(6)

Filed as an exhibit to our Current Report on Form 8-K filed on November 6, 2012.

(7)

Filed as an exhibit to our Current Report on Form 8-K filed on December 7, 2012.

(8)

Filed as an exhibit to our Current Report on Form 8-K filed on December 11, 2012.

(9)

Filed as an exhibit to our Current Report on Form 8-K filed on January 17, 2013.

(10)

Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2013.

(11)

Filed as an exhibit to our Quarterly Report on Form 10-Q  filed on May 14, 2013

(12)

Filed as an exhibit to our Current Report on Form 8-K filed on July 24, 2013

(13)

Filed as an exhibit to our Current Report on Form 8-K filed on August 22, 2013

(14)

Filed as an exhibit to our Current Report on Form 8-K filed on December 9, 2013.

(15)

Filed as an exhibit to our Current Report on Form 8-K filed on January 3, 2014.




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(16)

Filed as an exhibit to our Current Report on Form 8-K filed on January 17, 2014.

(17)

Filed as an exhibit to our Current Report on Form 8-K filed on February 18, 2014.

(18)

Filed as an exhibit to our Current Report on Form 8-K filed on March 3, 2014.

(19)

Filed as an exhibit to our Current Report on Form 8-K filed on March 12, 2014.

(20)

Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2014.

(21)

Filed as an exhibit to our Current Report on Form 8-K filed on July 1, 2014.

(22)

Filed as an exhibit to our Current Report on Form 8-K filed on August 1, 2014.

(23)

Filed as an exhibit to our Quarterly Report on Form 10-Q filed on August 14, 2014.

(24)

Filed as an exhibit to our Current Report on Form 8-K filed on August 27, 2014.

(25)

Filed as an exhibit to our Current Report on Form 8-K filed on September 9, 2014.

(26)

Filed as an exhibit to our Current Report on Form 8-K filed on September 12, 2014.

(27)

Filed as an exhibit to our Quarterly Report on Form 10-Q filed on November 14, 2014.









 

 

 

 







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SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, Triton Emission Solutions Inc. has caused this report to be signed on their behalf by the undersigned duly authorized persons.




 

TRITON EMISSION SOLUTIONS INC.

 

 

 

By:

/s/ Rasmus Norling

 

Name:

Rasmus Norling

 

Title:

CEO, President

 

Dated:

November 18, 2014

 

 

 

 

 

 

 

By:

/s/ John da Costa

 

Name:

John da Costa

 

Title:

CFO

 

Dated:

November 18, 2014






























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