1. | Names of Reporting Person: PAER TOMAS RASMUS NORLING |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) | [ ] |
(b) | [ ] |
| NOT APPLICABLE |
3. | SEC Use Only: |
4. | Source of Funds (See Instructions): | PF |
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | N/A |
6. | Citizenship or Place of Organization: | Sweden |
7. | Sole Voting Power: | 64,100,000 shares of common stock |
8. | Shared Voting Power: | N/A |
9. | Sole Dispositive Power: | 64,100,000 shares of common stock |
10. | Shared Dispositive Power: | N/A |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 64,100,000 shares of common stock |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable |
13. | Percent of Class Represented by Amount in Row (11): | 65.4% |
14. | Type of Reporting Person (See Instructions): | IN |
(a) | On January 31, 2013, the Issuer purchased all of the issued and outstanding shares of Ecolutions, Inc. ("Ecolutions") from the Reporting Personfor a purchase price of $53,000, which was paid by the issuance of 100,000 shares of the Issuer's common stock. More information on the acquisition of Ecolutions and the issuance of the Issuer's common stock in consideration thereof may be found in the Issuer's current report on Form 8-K filed with the SEC on February 6, 2013. |
(b) | On February 6, 2013, the Reporting Person acquired 154,000,000 shares of Common Stock (the "Custodial Stock") as restricted stock awards issued under the terms of the Reporting Person's employment agreement with the Issuer dated December 1, 2012, as amended by that Addendum to December 1, 2012 Employment Agreement dated effective December 30, 2013 and by that Addendum No. 2 to December 1, 2012 Employment Agreement dated effective as of February 28, 2012 (as amended, the "Employment Agreement"). Under the terms of the Employment Agreement, the Custodial Stock was held in escrow and subject to forfeiture pending the satisfaction by the Reporting Person of certain performance conditions. The Reporting Person was entitled to all other rights and privileges as a shareholder with respect to the Custodial Stock. |
(c) | On March 10, 2014, the Reporting Person and the Issuer entered into a Technology Transfer Agreement (the "Technology Transfer Agreement") whereby the Issuer and the Reporting Person (i) agreed to terminate the Employment Agreement; (ii) the Issuer agreed to release 54,000,000 shares of the Custodial Stock to the Reporting Person in exchange for the transfer of certain technology rights to the Issuer; and (iii) the Reporting Person agreed to forfeit any entitlement to the remaining 100,000,000 shares of Custodial Stock (which shares were surrendered for cancellation). |
(d) | Also on March 10, 2014, the Reporting Person entered into a Management Consulting Agreement with the Issuer to act as the Issuers Chief Technical Officer in consideration for (i) a monthly consulting fee of USD$22,500 per month, and (ii) warrants to acquire an aggregate of 10,000,000 shares of Common Stock exercisable at $1.00 per share for a three year period expiring March 10, 2017. The warrants are exercisable for a period of three years, provided that, if the Reporting Person ceases to act for the Issuer: (i) for a reason involving fraud, breach of contract or failure to follow the directions of the Issuers Board, the warrants will expire 30 days after ceasing to act; and (ii) for any other reason, the warrants will expire 90 days after ceasing to act. The warrants may be exercised by cashless exercise for up to 5,000,000 shares of Common Stock. |
| (a) | the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
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| (c) | a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
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| (d) | any change in the present board of directors or management of the Issuer including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; |
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| (e) | any material change in the present capitalization or dividend policy of the Issuer; |
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| (f) | any other material change in the Issuers business or corporate structure; |
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| (g) | changes in the Issuers Articles of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person; |
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| (h) | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
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| (i) | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
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| (j) | any action similar to any of those enumerated above. |
(a) | Aggregate Beneficial Ownership: |
Class of Securities | Number of Securities(1) | Percentage of Class |
Common Stock | 64,100,000 Shares of Common Stock (direct)(2) | 65.4% |
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on the date of this Schedule 13D Statement. As of March 10, 2014, there were 87,995,005 shares of Common Stock issued and outstanding. |
| (2) | Includes warrants to acquire 10,000,000 shares of Common Stock at an exercise price of $1.00 per share until March 7, 2017. |
(b) | Power to Vote and Dispose of the Issuer Shares: |
(c) | Transactions Effected During the Past 60 Days: |
(d) | Right of Others to Receive Dividends or Proceeds of Sale: |
(e) | Date Ceased to be the Beneficial Owner of More Than Five Percent: |
1. | Technology Transfer Agreement dated March 10, 2014 between Rasmus Norling and Poly Shield Technologies Inc., previously filed as an exhibit to the Issuers Form 8-K filed March 12, 2014 and incorporated by reference herein. |
2. | Management Consulting Agreement dated March 10, 2014 between Rasmus Norling and Poly Shield Technologies Inc., previously filed as an exhibit to the Issuers Form 8-K filed March 12, 2014 and incorporated by reference herein. |
March 10, 2014 | |
Date | |
/s/ Rasmus Norling | |
Signature | |
RASMUS NORLING | |
Name/Title |