0001393905-14-000587.txt : 20141107 0001393905-14-000587.hdr.sgml : 20141107 20141106174046 ACCESSION NUMBER: 0001393905-14-000587 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141107 DATE AS OF CHANGE: 20141106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Triton Emission Solutions Inc. CENTRAL INDEX KEY: 0001143238 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 330953557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78368 FILM NUMBER: 141201995 BUSINESS ADDRESS: STREET 1: 151 SAN FRANCISCO ST. STREET 2: SUITE 201 CITY: SAN JUAN STATE: PR ZIP: 00901 BUSINESS PHONE: 1-800-648-4287 MAIL ADDRESS: STREET 1: 151 SAN FRANCISCO ST. STREET 2: SUITE 201 CITY: SAN JUAN STATE: PR ZIP: 00901 FORMER COMPANY: FORMER CONFORMED NAME: Poly Shield Technologies Inc. DATE OF NAME CHANGE: 20120713 FORMER COMPANY: FORMER CONFORMED NAME: GLOBETRAC INC DATE OF NAME CHANGE: 20020815 FORMER COMPANY: FORMER CONFORMED NAME: ARTESCOPE INC DATE OF NAME CHANGE: 20010620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORLING RASMUS CENTRAL INDEX KEY: 0001570180 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 103 DE DIEGO AVE., APT. 601 CITY: SAN JUAN STATE: PR ZIP: 00911-3529 SC 13D/A 1 poly_sc13dnorling.htm SCHEDULE 13D/A 13DA
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 
TRITON EMISSION SOLUTIONS INC.
(formally Poly Shield Technologies Inc.)
(Name of Issuer)

SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

89678J 102
 (CUSIP Number)

RASMUS NORLING
103 De Diego Ave
Apt. 601
San Juan, Puerto Rico 
(800) 648-4287
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 4, 2014
 (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [   ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
CUSIP No. 89678J 102
 

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
 
Number of Shares Beneficially by Owned by Each Reporting Person With:
 
7.
Sole Voting Power:
 
 54,700,000 shares of common stock
 
8.
Shared Voting Power:
 
 N/A
 
9.
Sole Dispositive Power:
 
 54,700,000 shares of common stock
 
10.
Shared Dispositive Power:
 
 N/A
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:  54,700,000 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):
 
55.8%
 
14.
Type of Reporting Person (See Instructions):
IN
 
          
 
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CUSIP No. 89678J 102
 
 

This Schedule 13D/A (Amendment No. 4) is being filed by PAER TOMAS RASMUS (RASMUS) NORLING (the “Reporting Person”) relating to Shares of Common Stock, par value $0.001 per share, of TRITON EMISSION SOLUTIONS INC. (formerly Poly Shield Technologies Inc.) (the “Issuer”) having its principal executive offices located at 151 San Francisco St., Suite 201, San Juan, PR 00901.

 

This Schedule 13D/A (Amendment No. 5) amends and supplements the Schedule 13D of the Reporting Person filed with the Securities and Exchange Commission on March 5, 2013, and as amended March 19, 2014, June 5, 2014, June 27, 2014 and August 7, 2014.  Except as specifically amended hereby and as previously amended by the Reporting Person, the disclosure set forth in the Schedule 13D of the Reporting Person shall remain unchanged.

 
ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER.
 
(a)
Aggregate Beneficial Ownership:

As of the date of this Report, the Reporting Person beneficially owned the following securities of the Issuer:

Class of Securities
Number of Securities(1)
Percentage of Class
Common Stock
54,700,000
Shares of Common Stock
(direct)(2)
55.8%
       
 
(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 person’s 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 August 4, 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:

The Reporting Person has the sole power to vote or to direct the vote of the shares held by him and has the sole power to dispose of or to direct the disposition of the shares held by him.
 
(c)
Transactions Effected During the Past 60 Days:

The Reporting Person has not effected any transactions in the Issuer’s securities during the 60 days prior to the date of this Amendment No. 5 to the Reporting Person’s Information Statement on Schedule 13D/A, except for the following privately negotiated transactions whereby the Reporting Person disposed of an aggregate of 2,000,000 shares of the Company's common stock:
 

Date of Sale

Shares Disposed of

Price per Share

November 4, 2014

2,000,000

$0.50

  
 
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CUSIP No. 89678J 102
 
 
 
 
(d)
Right of Others to Receive Dividends or Proceeds of Sale:

No person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares other than the Reporting Person.
 
(e)
Date Ceased to be the Beneficial Owner of More Than Five Percent:

Not Applicable.

ITEM 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

On July 28, 2014, the Reporting Person entered into a letter agreement with KF Business Ventures, LP, (“KFBV”) whereby KFBV agreed to purchase an aggregate of 8,000,000 shares in the Common Stock of the Issuer from the Reporting Person at a price of $0.50 per share.  Closing of the sale to KFBV was originally scheduled to occur in two installments.  The first installment of 4,000,000 shares sold to KFBV occurred on August 4, 2014.  A second installment of 2,000,000 shares sold to KFBV occurred on November 4, 2014 as reported under Item 5 hereof.  The Reporting Person and KFBV verbally agreed to delay sale of the final 2,000,000 shares to be sold to KFBV (originally scheduled for November 4, 2014) to February 2, 2015.

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
November 6, 2014
 
Date
 
 
/s/ Rasmus Norling
 
Signature
 
 
RASMUS NORLING
 
Name/Title

 

 

 
 
 
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