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


January 20, 2015

Date of Report (Date of earliest event reported)


TRITON EMISSION SOLUTIONS INC.

(Exact name of registrant as specified in its charter)



DELAWARE

000-33309

33-0953557

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS 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


NOT APPLICABLE

(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))











ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On January 20, 2015, Triton Emission Solutions Inc. (the “Company”) entered into an agreement dated as of January 12, 2015 (the “Amendment Agreement”) with LMS Shipmanagement, Inc. (“LMS”) to amend the terms to that Sales and Purchase Agreement between the Company and LMS for purchase of two DSOX-15 fuel purification systems for reducing the sulfur oxide content of marine fuel oil, dated effective July 18, 2013.


Pursuant to the Amendment Agreement, the Company and LMS have agreed to extend the deadline for LMS to exercise its option to purchase up to 40 additional DSOX-15 fuel purification systems from the Company from December 31, 2014 to December 31, 2015.  


The foregoing description of the First Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment Agreement attached as Exhibit 10.2 hereto.  A copy of the Company’s news release regarding the First Amendment Agreement is attached as Exhibit 99.1 hereto.  



ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS


(d)  Exhibits


Exhibit

Description

10.1

Sales and Purchase Agreement dated July 18, 2013 between LMS Shipmanagement, Inc. and Triton Emission Solutions Inc. (formerly Poly Shield Technologies Inc.) (Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 24, 2013)

10.2

Amendment No. 1 to Sales and Purchase Agreement dated as of January 12, 2015 between LMS Shipmanagement, Inc. and Triton Emission Solutions Inc.

99.1

News Release



























2



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.

 

 

POLY SHIELD TECHNOLOGIES INC.

 

 

 Date:   January 26, 2015

By:   /s/ Rasmus Norling

 

 

 

Name: Rasmus Norling

 

Title:   CEO












































3


AMENDMENT NO. 1 TO SALES AND PURCHASE AGREEMENT



THIS AMENDMENT NO. 1 TO SALES AND PURCHASE AGREEMENT (this “Agreement”) is made as of January 12, 2015 (the “Effective Date”) between LMS Shipmanagement, Inc. , a Louisiana corporation, with an address at RSA Battle House Tower Office Building, 11 North Water Street, Suite 18290, Mobile, AL 36602 (“LMS”), and Triton Emission Solutions Inc. (formerly Poly Shield Technologies Inc.), a Delaware corporation, with an address at 151 San Francisco Street, Suite 201, San Juan, Puerto Rico (“TES”).


WHEREAS LMS and TES are parties to that Sales and Purchase Agreement made as of July 18, 2013 (the “Sales Agreement”) regarding the sale and purchase of certain DSOX-15 Scrubbers and Exhaust Scrubbers, as those terms are defined in the Sales Agreement; and


WHEREAS LMS and TES wish to amend the terms of the Sales Agreement as set forth herein,


NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:


1.

Unless otherwise specifically defined in this Agreement, capitalized terms used herein and in the recitals hereto shall have the meanings set forth in the Sales Agreement.

2.

All references to “Poly Shield Technologies Inc.” and “PST” wherever appearing in the Sales Agreement, shall be deemed to have been deleted and replaced with “Triton Emission Solutions Inc.” and “TES”, respectively.


3.

Section 2.g. of the Sales Agreement shall be deleted in its entirety and replaced with the following:


“g.

LMS shall have the option to purchase up to forty (40) additional DSOX-15 Scrubbers for the purchase price, and upon the payment terms, for each DSOX-15 Scrubber as specified in the Confidential Price Summary.  Such option shall remain available to LMS until ninety (90) days following the date of Certification of the DSOX-15 Scrubbers for the Vessels, but in no event later than December 31, 2015.  This option to purchase shall be exercised in accordance with the Option Terms as provided in Article 5 of this Agreement.  LMS shall designate a vessel for each DSOX-15 Scrubber at the time such option is exercised.  Each DSOX-15 Scrubber shall be used on each such vessel for such vessel’s fuel requirements and for no other use or application.”


4.

Section 5.1.a. of the Sales Agreement shall be deleted in its entirety and replaced with the following:


“a.

Upon Certification.  Prior to ninety (90) days following the date of Certification, but in no event later than December 31, 2015 (the “Option Period”), LMS may enter into a separate purchase agreement, as described herein, for the purchase of additional DSOX-15 Scrubbers.  The option shall be deemed to be waived, null, and void upon failure to enter into such purchase agreement for additional DSOX-15 Scrubbers within the Option Period.  The Option Period, and any option term, may only be extended by mutual written agreement of the Parties. “


5.

Section 5.2.a. of the Sales Agreement shall be deleted in its entirety and replaced with the following:


“a.

If LMS has the option to purchase one or more Exhaust Scrubbers as provided in Article 2.i. of this Agreement, LMS shall have the right to purchase such Exhaust Scrubber(s) until ninety (90) days following the expiration of the six (6) months from the date installation is completed on the Vessels and Certification is not obtained, but in no event later than December 31, 2015 (“Exhaust Scrubber Option Period”).





Page 1 of 2



6.

Notices addressed to TES shall be addressed to TES at the address set forth below or such other address as TES may designate and provide notice of in writing from time to time in accordance with the Sales Agreement:


Attn: Rasmus Norling, President and CEO

Triton Emission Solutions Inc.

151 San Francisco Street, Suite 201

San Juan, Puerto Rico


7.

Except as modified by this Agreement, the Sales Agreement shall remain in full force and effect in accordance with its terms, and are hereby ratified and confirmed in all respect by LMS and TES.


8.

This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterpart have been signed by each party hereto and delivered to the other parties.


IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.


LMS SHIPMANAGEMENT, INC.

 

TRITON EMISSION SOLUTIONS INC.

by its authorized signatory:

 

by its authorized signatory:

 

 

 

 

 

 

/s/ Peter M. Johnston

 

/s/ Rasmus Norling           20th of Jan 2015

Name: Peter M. Johnston

 

Name: Rasmus Norling

Title: Executive Vice President

 

Title:  Chief Executive Officer and President


























Page 2 of 2


[DSOX_EX991002.GIF]


Triton Emission Solutions Inc. OTCQB: DSOX


FOR IMMEDIATE RELEASE January 26, 2015


Triton Emission Solutions Inc. Announces Amendment to Sales and Purchase Agreement between the Company and LMS Shipmanagement, Inc.


SAN JUAN, PUERTO RICO– (Marketwired - January 26, 2015) - Triton Emission Solutions Inc. (OTCQB: DSOX) (the “Company”) announced today that it has agreed to amend the terms of its Sales and  Purchase Agreement with LMS Shipmanagement, Inc. (“LMS”).   


Under the amended terms of its Sales and Purchase Agreement with LMS, LMS will now have until December 31, 2015 to exercise its option to purchase up to 40 additional DSOX-15 fuel purification systems from the Company.  


For additional information on the amended terms of the Company’s Sales and Purchase Agreement with  LMS, please refer to the Form 8-K filed by Company with Securities and Exchange Commission on January 26, 2015.


Rasmus Norling commented: “We appreciate the continued support from LMS  and are happy to accept their request for an extension to the original Sales and Purchase Agreement dated July 18, 2013. We highly value their trust and  confidence in our technology.”


About Triton Emission Solutions Inc.:


Triton Emission Solutions Inc. (the “Company”) develops and markets environmental and pollution emission control solutions to a worldwide market.


The Company’s proprietary DSOX-15 and DSOX-20 Fuel Purification Systems, and the Company’s exhaust gas scrubber technology, NJORD, are cost-effective technologies designed to reduce harmful chemical emissions into the ocean and atmosphere in an effort to meet the increased emissions regulations that came into effect on January 1, 2015. These technologies are currently aimed at the maritime industry, which includes vessels for cruise-line, freight shipping and tanker companies and can be installed during normal vessel operation without the need to use expensive dry dock time. These technologies have worldwide applications that are not limited to the maritime industry.


Triton Emission Solutions Inc. has contracted with multiple shipping companies for installation of its DSOX-15 solution, with options for a total of 62 installations, all of which will be upgraded to the new DSOX-20 System.


On behalf of the Board of Directors, Rasmus Norling, Chief Executive Officer.




Forward Looking Statements


This press release may contain forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that Triton Emission Solutions Inc. expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in Triton Emission Solutions Inc.’s Quarterly and Annual Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of Triton Emission Solutions Inc.’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Triton Emission Solutions Inc.’s forward-looking statements. Except as required by law, Triton Emission Solutions Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Triton Emission Solutions Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.


SOURCE Triton Emission Solutions Inc.


For further information about Triton Emission Solutions Inc. please visit the Company's website at www.tritoninc.com or contact us at 561-440-DSOX.