10-Q/A

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.

4

(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

6

EX-31.1

TRITON EMISSION SOLUTIONS INC.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rasmus Norling, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ending September 30, 2014 of Triton Emission Solutions Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 18, 2014

/s/ Rasmus Norling

Rasmus Norling

Chief Executive Officer

EX-31.2

TRITON EMISSION SOLUTIONS INC.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John da Costa, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ending September 30, 2014 of Triton Emission Solutions Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 18, 2014

/s/ John da Costa

John da Costa

Chief Financial Officer

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Triton Emission Solutions Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rasmus Norling, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 18, 2014

/s/ Rasmus Norling

Rasmus Norling

Chief Executive Officer

EX-32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Triton Emission Solutions Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John da Costa, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 18, 2014

/s/ John da Costa

John da Costa

Chief Financial Officer

XML

Long-term Loans Disclosure (Details) (USD $)	3 Months Ended	9 Months Ended				9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014 First KF Loan Agreement	Sep. 08, 2014 First KF Loan Agreement	Mar. 10, 2014 First KF Loan Agreement	Sep. 30, 2014 Second KF Loan Agreement	Jul. 28, 2014 Second KF Loan Agreement
Loan agreement					$ 2,000,000		$ 2,400,000
Effective interest rate					10.00%		10.00%
Common stock that may be exercised by warrants				2,350,000	6,904,546		9,600,000
Accretion expense	(191,692)	328,005	276,050			51,955
Interest payable accrued			100,025			3,374
Loan agreement receivable						$ 1,800,000

XML

Distribution and License Rights (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Ecolutions
Shares of common stock issued for purchase		100,000
Fair value of purchase price		$ 53,000
GTM Contracts
Amortization expense	$ 3,975	$ 3,533

XML

Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of Loans Outstanding

As at September 30, 2014
	Interest rate per annum		Due date	Principal outstanding		Accrued interest			Total
Acamar Loan	51%	June 30, 2014		$	--		$	--	$	--
Other Loans	8%		On demand		27,000			6,546		33,546
Other Loans	7%		On demand		49,500			15,718		65,218
Other Loans	6%		On demand		169,522			25,509		195,031
Other Loans	0%		On demand		349,956			-		349,956
				$	595,978	$		47,773	$	643,751
As at December 31, 2013
	Interest rate per annum		Due date	Principal outstanding		Accrued interest			Total
Acamar Loan	51%	June 30, 2014		$	377,500		$	108,059	$	485,559
Other Loans	8%		On demand		27,000			4,604		31,604
Other Loans	7%		On demand		49,500			12,401		61,901
Other Loans	6%		On demand		178,639			17,884		196,523
Other Loans	0%		On demand		295,311			-		295,311
				$	927,950	$		142,948	$	1,070,898

XML

Notes and Loans Receivable (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Details
Advance to former subsidiary	$ 150,000

XML

Notes and Advances Payable Disclosure (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 18, 2014	Dec. 31, 2013	Apr. 19, 2012
Principal Outstanding	$ 595,978			$ 927,950
Accrued interest	47,773			142,948
Acamar Loans
Loan agreement					260,000
Stated interest rate					3.50%
Principal Outstanding			380,688	377,500
Accrued interest			146,159	108,059
Penalty on late repayments of interest			11,474
Forgiveness of debt amount	238,321
Interest paid	$ 250,159	$ 90,000

XML

Employment, Management and Consulting Agreements

3 Months Ended

Sep. 30, 2014

Notes

Employment, Management and Consulting Agreements

NOTE 3 - EMPLOYMENT, MANAGEMENT AND CONSULTING AGREEMENTS

Employment and Management Consulting Agreement with President, CEO and CTO

On December 1, 2012 (and as amended on December 30, 2013 and February 28, 2014), the Company entered into an Employment Agreement with its President, CEO and CTO (the “Executive”). This agreement became effective on February 5, 2013 (“Effective Date”). Under the terms of the Employment Agreement, the Executive was appointed the Company’s CEO and received a signing bonus of $180,000. Beginning on the first anniversary of the Effective Date, the Executive was to be paid an annual base salary of $180,000 per year. In addition, on the Effective Date, the Company issued 154,000,000 shares of its common stock with a fair value of $81,620,000, which were placed in escrow and were to be released to the Executive upon delivery of bona fide contracts for the sale or lease of products or services at a rate of one share for each $0.25 in revenue. Escrowed stock was to be released in increments of 1,250,000 shares of common stock.

On March 10, 2014, the Company and the Executive terminated the Employment Agreement and entered into a technology transfer agreement whereby the Executive transferred the title of certain patent applications to the Company in return for the release of 54,000,000 of the aforementioned 154,000,000 shares. The remaining 100,000,000 shares were cancelled (Notes 6 and 12).

On March 10, 2014, the Company entered into a management consulting agreement (the “Management Consulting Agreement”) with the Executive whereby the Executive agreed to provide consulting services to the Company in return for a monthly fee of $22,500 and the issuance of 10,000,000 warrants with an exercise price of $1.00, which expire on March 10, 2017 (Note 12). The Executive may choose to exercise the warrants for up to 5,000,000 shares of common stock by way of a cashless exercise. Either party may terminate the agreement at any time with sixty days written notice.

The fair value of the warrants issued for the Management Consulting Agreement was calculated to be $9,677,730 and was expensed at the time of issuance. The fair value was determinedusing the Black-Scholes option pricing model at the grant date using the following assumptions: expected life of 3 years, risk-free interest rate of 0.79%, expected dividend yield of 0% and expected stock price volatility of 352%.

Management Consulting Agreements with CFO and Senior VP of Business Development

On June 25, 2014, the Company entered into two separate Management Consulting Agreements (the “Management Agreements”) with its CFO and its Senior Vice President of Business Development. Under the terms of the Management Agreements, the Company agreed to management fees of $7,500 per month payable to its CFO and $22,500 per month payable to its Senior Vice President of Business Development. Both Management Agreements are payable retroactively beginning as of April 1, 2014 and expire on June 25, 2017.

Consulting agreement for investor relations services

On September 3, 2014, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with an unrelated party (the “Consultant”) for investor relations services. The term of the Consulting Agreement is one year, expiring on September 3, 2015.

In consideration for the Consultant agreeing to provide the services to the Company, the Company issued 100,000 shares of its common stock with a fair value of $0.47 per share for a total of $47,000 and warrants to purchase up to 250,000 shares of its common stock at an exercise price of $0.50 per share, expiring on August 1, 2018, subject to earlier termination in the event that the Consultant ceases to act as a consultant of the Company prior to September 3, 2015.

The fair value of the warrants issued for the Consulting Agreement was calculated to be $117,341 and was expensed at the time of issuance. The fair value of the warrants granted was determined using the Black-Scholes option pricing model at the grant date using the following assumptions: expected life of 4 years, risk-free interest rate of 1.72%, expected dividend yield of 0% and expected stock price volatility of 324%.

XML

Share Capital Disclosure (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 08, 2014	Sep. 03, 2014 Consulting agreement for investor relations services	Mar. 10, 2014 Technology Transfer Agreement	Feb. 05, 2013 Technology Transfer Agreement
Number of Escrowed Shares Released				54,000,000
Shares of common stock issued per agreement			100,000		154,000,000
Fair value of shares release				$ 52,380,000
Number of Escrowed Shares Cancelled				100,000,000
Obligation to issue shares of common stock	51,000
Obligation to issue shares, fair value	46,410
Fair value of common stock issued			47,000
Weighted-average exercise price of the outstanding share purchase warrants	$ 0.67
Weighted-average remaining contractual life of the outstanding share purchase warrants	3.46
2014 Stock Option Plan		13,200,000
Stock options granted under the 2014 Plan	2,500,000
Stock based compensation expense	$ 253,163

XML

Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Due to related parties	$ 42,507	$ 58,293
Company controlled by Chief Financial Officer
Due to related parties	703	5,405
Chief Technical Officer, Chief Executive Officer and President
Due to related parties		4,911
Former President
Due to related parties	294	294
Former Chief Executive Officer
Due to related parties	2,656	43,605
Vice President of Engineering
Due to related parties	$ 38,854	$ 4,078

XML

Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants

Exercise price	Expiry date	Number of warrants outstanding
$0.50	January 15, 2016	2,450,000
$1.00	March 10, 2017	10,000,000
$0.50	January 15, 2018	4,454,546
$0.50	August 1, 2018	250,000
$0.50	January 15, 2019	2,350,000
$0.50	September 1, 2019	9,600,000
		29,104,546

XML

Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) (USD $)	Sep. 30, 2014
Number of warrants outstanding	29,104,546
Expire January 15, 2016
Exercise prive per	$ 0.50
Number of warrants outstanding	2,450,000
Expire March 10, 2017
Exercise prive per	$ 1.00
Number of warrants outstanding	10,000,000
Expire January 15 2018
Exercise prive per	$ 0.50
Number of warrants outstanding	4,454,546
Expire August 1 2018
Exercise prive per	$ 0.50
Number of warrants outstanding	250,000
Expire January 15 2019
Exercise prive per	$ 0.50
Number of warrants outstanding	2,350,000
Expire September 1 2019
Exercise prive per	$ 0.50
Number of warrants outstanding	9,600,000

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Related Party Transactions: Schedule of expenses with related parties (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Expenses incurred with related parties	$ 10,942,040	$ 461,514
Company controlled by Chief Financial Officer
Expenses incurred with related parties	225,000	135,000
Chief Financial Officer
Expenses incurred with related parties	45,000
Senior Vice President of Business Development
Expenses incurred with related parties	180,000	25,000
Vice President of Engineering
Expenses incurred with related parties	105,003	10,000
Chief Technical Officer, Chief Executive Officer and President
Expenses incurred with related parties	157,500
Chief Technical Officer, Chief Executive Officer and President (Warrants)
Expenses incurred with related parties	9,677,730
Chief Technical Officer, Chief Executive Officer and President (Salaries)
Expenses incurred with related parties	31,644	192,514
Director And Chairman Options
Expenses incurred with related parties	253,163
Director Of A Former Subsidiary
Expenses incurred with related parties		21,000
Officer Of A Former Subsidiary
Expenses incurred with related parties		18,000
Director Survey Fees
Expenses incurred with related parties		60,000
Former President
Expenses incurred with related parties	15,000
Former Chief Executive Officer
Expenses incurred with related parties	$ 252,000

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Employment, Management and Consulting Agreements (Details) (USD $)	0 Months Ended					0 Months Ended
	Sep. 03, 2014 Consulting agreement for investor relations services	Dec. 01, 2012 Chief Executive Officer	Feb. 05, 2013 Chief Executive Officer	Mar. 10, 2014 Technology Transfer Agreement	Feb. 05, 2013 Technology Transfer Agreement	Mar. 10, 2014 Management Consulting Agreement	Jun. 25, 2014 Management Agreement, CFO	Jun. 25, 2014 Management Agreement, Senior Vice President of Business Development
Signing bonus		$ 180,000
Annual base salary			180,000
Shares of common stock issued per agreement	100,000				154,000,000
Fair value of common stock issued	47,000		81,620,000
Number of incremental shares of escrowed stock to released			1,250,000
Number of Escrowed Shares Released				54,000,000
Number of Escrowed Shares Cancelled				100,000,000
Monthly fee						22,500	7,500	22,500
Issuance of warrants	250,000					10,000,000
Common stock that may be exercised by warrants						5,000,000
Fair value of the warrants issued	$ 117,341					$ 9,677,730
Risk-free interest rate assumption	1.72%					0.79%
Expected dividend yield	0.00%					0.00%
Expected stock price volatility	324.00%					352.00%

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Related Party Transactions

3 Months Ended

Sep. 30, 2014

Notes

Related Party Transactions

NOTE 2 - RELATED PARTY TRANSACTIONS

Amounts due to related parties at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
Due to a company controlled by a Chief Financial Officer (“CFO”)	$	703	$	5,405
Due to a Chief Technical Officer (“CTO”), Chief Executive Officer (“CEO”) and a President		--		4,911
Due to a former President		294		294
Due to a former CEO		2,656		43,605
Due to a Vice President of Engineering		38,854		4,078
Due to related parties	$	42,507	$	58,293

Amounts are unsecured, due on demand and bear no interest.

During the nine months ended September 30, 2014 and 2013, the Company incurred the following expenses with related parties: 

	September 30, 2014		September 30, 2013
Administrative fees incurred to a company controlled by the CFO	$	225,000	$	135,000
Management fees incurred to the CFO		45,000		--
Management fees incurred to the Senior Vice President of Business Development		180,000		25,000
Consulting and survey fees incurred to the Vice President of Engineering		105,003		10,000
Consulting and management fees incurred to the President, CEO and CTO		157,500		--
Fair value of warrants issued for consulting services (Notes 3 and 12)		9,677,730		--
Salary incurred to the President, CEO and CTO		31,644		192,514
Fair value of options issued to a Director and Chairman (Note 12)		253,163		--
Management fees incurred to a director of a former subsidiary		--		21,000
Management fees incurred to an officer of a former subsidiary		--		18,000
Survey fees incurred to a director		--		60,000
Consulting fees incurred to the former President		15,000		--
Consulting fees incurred to the former CEO		252,000		--
Total transactions with related parties	$	10,942,040	$	461,514

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License Agreement Disclosure (Details) (Teak Shield License, USD $)	0 Months Ended
	Mar. 12, 2012	Jun. 24, 2014
Teak Shield License
Annual royalty payment percentage	5.00%
Minimum annual royalty payment	$ 100,000
Shares agreed to be issued to licensors	1,666,667
Reversal of the royalty fees		$ 170,833

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Long-term Loans Disclosure: First KF Loan at September 30, 2014 (Details) (First KF Loan Agreement, USD $)	Sep. 30, 2014
First KF Loan Agreement
Long-term loans, balance	$ 162,961

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Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current Assets
Cash	$ 707,211	$ 177,986
Accounts receivable	3,391	3,754
Prepaids	65,321	266,448
Work in progress	889,903
Loan receivable	1,800,000
Total Current Assets	3,465,826	448,188
Other Assets
Equipment	33,190	39,413
Investment in distribution and license rights	44,167	48,141
Investment in emission abatement technologies	49,542,750
Total Other Assets	49,620,107	87,554
Total Assets	53,085,933	535,742
Current Liabilities
Accounts payable	268,080	147,600
Accrued liabilities	37,048	206,454
Unearned revenue	2,075,000	1,100,000
Notes and advances payable	643,751	1,070,898
Due to related parties	42,507	58,293
Total Current Liabilities	3,066,386	2,583,245
Long-Term Liabilities
Long-term loan	930,767
Total Long-Term Liabilities	930,767
Total Liabilities	3,997,153	2,583,245
Stockholders' Deficit
Common stock value	88,095	187,995
Common stock obligation	46,410
Additional paid-in capital	68,716,024	2,240,253
Accumulated deficit	(19,773,414)	(4,487,416)
Accumulated other comprehensive income	11,665	11,665
Total Stockholders' Equity (Deficit)	49,088,780	(2,047,503)
Total Liabilities and Stockholders' Equity (Deficit)	$ 53,085,933	$ 535,742

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows from Operating Activities
Net loss	$ (15,285,998)	$ (1,037,414)
Non cash items
Accretion expense	328,005
Amortization	2,847,447	219,409
Consulting services	9,677,730
Website design	46,410	46,500
Foreign exchange gain	(15,692)	(6,141)
Forgiveness of debt	(238,321)
Fair value of stock-based compensation	253,163
Changes to operating assets and liabilities:
Accounts receivable	363	(287,902)
Prepaids	198,844	(93,226)
Advances receivable		80,000
Work in progress	(889,903)
Accounts payable	135,480	39,887
Accrued liabilities	(157,931)	79,472
Unearned revenue	975,000	1,250,000
Due to related parties	(13,503)	(227,147)
Accrued interest	259,504	141,235
Net cash provided by (used in) operating activities	(1,715,061)	204,673
Cash Flows from Financing Activities
Long-term loan	2,600,000
Notes and advances payable	48,286	272,835
Repayment of accrued interest on notes payable	404,000	112,731
Net cash provided by financing activities	2,244,286	160,104
Cash Flows from Investing Activities
Equipment		14,711
Net cash provided by investing activities		(14,711)
Net increase in cash	529,225	350,066
Cash, beginning of period	177,986	6,969
Cash, end of period	707,211	357,035
Supplemental Disclosure of Cash Flow Information:
Income tax
Interest	$ 250,159	$ 92,731

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Equipment Disclosure: Amortization Schedule for Equipment (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Details
Book value of equipment	$ 39,413	$ 41,602
Amortization of equipment	(6,223)	(2,189)
Equipment, net	$ 33,190	$ 39,413

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Related Party Transactions: Schedule of Related Party Transactions (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of Related Party Transactions

	September 30, 2014		December 31, 2013
Due to a company controlled by a Chief Financial Officer (“CFO”)	$	703	$	5,405
Due to a Chief Technical Officer (“CTO”), Chief Executive Officer (“CEO”) and a President		--		4,911
Due to a former President		294		294
Due to a former CEO		2,656		43,605
Due to a Vice President of Engineering		38,854		4,078
Due to related parties	$	42,507	$	58,293

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Unearned Revenue and Work in Progress (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Proceeds from deposits	$ 975,000
Dsox 15
Work in progress recorded	763,315
Cost of parts and equipment required to build DSOX System
Work in progress recorded	221,557
Fees charged by the external contractors for building the DSOX System
Work in progress recorded	541,758
Dsox 20
Work in progress recorded	$ 126,588

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Equipment Disclosure: Amortization Schedule for Equipment (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

Amortization Schedule for Equipment

	September 30, 2014		December 31, 2013
Book value	$	39,413	$	41,602
Amortization		(6,223)		(2,189)
Equipment	$	33,190	$	39,413

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Organization and Nature of Operations

3 Months Ended

Sep. 30, 2014

Notes

Organization and Nature of Operations

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Triton Emission Solutions Inc. (the “Company”) was incorporated in the state of Delaware on March 2, 2000 and is listed on the OTCQB under the symbol “DSOX”. On August 25, 2014, the Company changed its name from Poly Shield Technologies Inc. to Triton Emission Solutions Inc. The Company is in the business of developing and marketing environmental and pollution emission control solutions. 

Triton Emission Solutions Inc.’s main focus is the development and marketing of its proprietary DSOX Fuel Purification Systems, designed to remove sulfur from marine fuel. This technology is currently aimed at the maritime industry which includes vessels for cruise-line, freight shipping and tanker companies.

Basis of presentation

The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  They do not include all information and notes required by generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.  For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013, included in the Company’s report on Form 10-K.

Reclassifications

Certain prior period amounts in the accompanying consolidated interim financial statements have been reclassified to conform to the current period’s presentation.  These reclassifications had no effect on the consolidated results of operations or financial position for any period presented.

Going Concern

The accompanying unaudited consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations.  The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern.  These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.  Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Balance Sheet
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	88,095,005	187,995,005
Common stock, shares outstanding	88,095,005	187,995,005

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Notes and Loans Receivable

3 Months Ended

Sep. 30, 2014

Notes

Notes and Loans Receivable

NOTE 11 - NOTES AND LOANS RECEIVABLE

During the nine months ended September 30, 2014, the Company advanced a total of $150,000 to its former subsidiary, New World Technologies Group Inc. The loans bare interests at 6% per year compounded monthly and are due on demand. At June 30, 2014, the amount receivable was impaired due to uncertainty of collectability. As of September 30, 2014 the full amount of loan remains uncollected.

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Document and Entity Information	3 Months Ended
	Sep. 30, 2014
Document and Entity Information
Entity Registrant Name	Triton Emission Solutions Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001143238
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	88,095,005
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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Share Capital Disclosure

3 Months Ended

Sep. 30, 2014

Notes

Share Capital Disclosure

NOTE 12 - SHARE CAPITAL

On March 10, 2014, in consideration for the Technology transferred by the Executive to the Company (Notes 3 and 6), the Company agreed to release, from escrow, 54,000,000 shares of the total 154,000,000 shares of common stock that were previously issued to the Executive and held in escrow.  The fair value of the 54,000,000 shares was $52,380,000. The remaining 100,000,000 shares were cancelled (Note 3).

On April 1, 2014, the Company recorded an obligation to issue 51,000 shares of its common stock with a fair value of $46,410 for the consulting and website design services. As of September 30, 2014, these shares remained unissued.

On September 3, 2014, pursuant to the Consulting Agreement with an unrelated party for investor relations services the Company issued 100,000 shares of its common stock with a fair value of $47,000 (Note 3).

Warrants

On January 15, 2014, in consideration for the First KF Loan (Note 10) the Company issued to KF Business Ventures LP non-transferrable share purchase warrants for a total of 6,200,000 shares of the Company’s common stock, exercisable at a price of $1.00 per share (collectively, the “Warrants”).  Warrants for 2,200,000 shares of the Company’s common stock were expiring on January 15, 2015, and Warrants for 4,000,000 shares of the Company’s common stock expire on January 15, 2018. 

On March 10, 2014, the Company signed a first amendment to the KF Loan Agreement (the “First Amendment”) (Note 10). Under the terms of the First Amendment, the Company issued to the Lender additional non-transferrable share purchase warrants for a total of 704,546 shares of the Company’s common stock with an initial exercise price of $1.00 per share (collectively, the “Additional Warrants”).  The Additional Warrants to purchase a total of 250,000 shares of the Company’s common stock were expiring on January 15, 2015, with the remaining 454,546 Additional Warrants expiring on January 15, 2018.  The Additional Warrants may be exercised by way of a cashless exercise for a total of up to 352,273 shares.

On September 8, 2014, the Company entered into a Second Amendment Agreement (the “September Amendment”) with the Lender to extend the maturity of the Firs KF Loan Agreement to January 15, 2016. As consideration for the September Amendment, the Company agreed to extend the expiration date for 2,450,000 warrants previously issued to the Lender under the First KF Loan Agreement and the First Amendment from January 15, 2015 to January 15, 2016, and decrease the exercise price for all warrants previously issued to the Lender from $1.00 per share to $0.50 per share (Note 10).

In addition, the Company issued to the Lender additional warrants for the purchase of up to 2,350,000 shares of the Company’s common stock, with an initial exercise price of $0.50 per share and expiring on January 15, 2019, with cashless exercise rights for up to 1,175,000 shares.

On March 10, 2014, in consideration for the Management Consulting Agreement with the Executive (Note 3), the Company issued non-transferrable share purchase warrants to purchase a total of 10,000,000 shares of the Company’s common stock with an initial exercise price of $1.00 per share. The warrants expire on March 10, 2017. The Executive may choose to exercise the warrants for up to 5,000,000 shares of common stock by way of a cashless exercise.

On September 3, 2014, pursuant to the Consulting Agreement with an unrelated party for investor relations servicesthe Company issued non-transferrable warrants to purchase up to 250,000 shares of its common stock at an exercise price of $0.50 per share, expiring on August 1, 2018. The warrants are subject to earlier termination in the event that the Consulting Agreement is terminated prior to September 3, 2015.

Details of warrants outstanding as at September 30, 2014 are as follows:

Exercise price	Expiry date	Number of warrants outstanding
$0.50	January 15, 2016	2,450,000
$1.00	March 10, 2017	10,000,000
$0.50	January 15, 2018	4,454,546
$0.50	August 1, 2018	250,000
$0.50	January 15, 2019	2,350,000
$0.50	September 1, 2019	9,600,000
		29,104,546

At September 30, 2014, the weighted-average exercise price and remaining contractual life of the outstanding share purchase warrants were $0.67 and 3.46 years, respectively.

Options

Effective September 8, 2014, the Company adopted the 2014 Stock Option Plan (the "2014 Plan"). The 2014 Plan allows the Company to grant awards to its officers, directors and employees.  In addition, the Company may grant awards to individuals who act as consultants to the Company, so long as those consultants do not provide services connected to the offer or sale of the Company’s securities in capital raising transactions and do not directly or indirectly promote or maintain a market for the Company’s securities. 

The Company reserved the total of 13,200,000 shares of its common stock for issuance under the 2014 Plan. However, under the terms of the 2014 Plan, at any time after January 1, 2015, the Company can increase the number of authorized shares available under the 2014 Plan up to 15% of the total number of shares of common stock then outstanding.

On September 8, 2014, the Company granted options to acquire up to 2,500,000 shares of the Company’s common stock to a Director (the “Options”). These Options were issued under the 2014 Plan.  The Options vest at a rate of 500,000 shares per year, beginning September 1, 2014 and have initial exercise price of $0.50 per share. The Options will expire 5 years after the vesting date thereof (Note 2). During the nine months ended September 30, 2014, the Company expensed stock based compensation of $253,163.

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Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement
Survey income		$ 60,000	$ 15,000	$ 60,000
Royalty income	2,683	273,655	16,493	287,631
Total revenues	2,683	333,655	31,493	347,631
Operating expenses
Amortization	1,312,899	73,450	2,847,447	219,409
General and administrative expense	734,877	458,183	2,210,795	948,784
Royalty fee		25,000	(170,833)	75,000
Loss before other items	(2,045,093)	(222,978)	(4,855,917)	(895,562)
Other items
Accretion expense	191,692		(328,005)
Forgiveness of debt	238,321		238,321
Impairment of loan			(150,000)
Interest expense	(104,444)	(51,524)	(259,504)	(141,852)
Non-cash consulting fees			(9,677,730)
Stock-based compensation	(253,163)		(253,163)
Net income (loss)	$ (2,356,071)	$ (274,502)	$ (15,285,998)	$ (1,037,414)
Net income (loss) per common share - basic and diluted	$ (0.03)	$ 0	$ (0.13)	$ (0.01)
Weighted common shares outstanding - basic and diluted	88,024,353	187,910,222	115,111,122	167,547,935

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Technology Transfer Agreement Disclosure

3 Months Ended

Sep. 30, 2014

Notes

Technology Transfer Agreement Disclosure

NOTE 6 - TECHNOLOGY TRANSFER AGREEMENT

On March 10, 2014, the Company entered into a Technology Transfer Agreement with the Executive.  Under the terms of the Technology Transfer Agreement, the Executive agreed to sell to the Company all of his right, title and interest in and to all technologies owned by him that relate to the abatement and reduction of emissions and exhausts from internal combustion engines through the pre-treatment of input fuels, the treatment of exhaust gases produced by such engines, or any combination thereof (collectively, the “Technology”), including all of the Executive’s right, title and interest in and to certain patent applications to the Technology.

In consideration for the Technology, the Company agreed to release 54,000,000 of the total 154,000,000 shares of common stock that were previously issued to the Executive and held in escrow, subject to forfeiture or release upon the fulfillment of certain performance conditions as set out in the Employment Agreement.  The remaining 100,000,000 shares were cancelled (Notes 3 and 12). 

The fair value of the 54,000,000 shares which were released for the Technology was $52,380,000. The Technology is amortized over 10 years on a straight line basis. During the nine months ended September 30, 2014, amortization expense of $2,837,250 (September 30, 2013 - $Nil) was recorded.

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Distribution and License Rights

3 Months Ended

Sep. 30, 2014

Notes

Distribution and License Rights

NOTE 5 - DISTRIBUTION AND LICENSE RIGHTS

On January 31, 2013, the Company issued 100,000 shares of its common stock with a fair value of $53,000 as a purchase price for all of the issued and outstanding shares in the capital of Ecolutions, Inc. (“Ecolutions”) which held the rights to the intellectual property of Green Tech Marine AS (“GTM”). As a result of acquiring Ecolutions, the Company acquired distribution and license rights to the Exhaust Scrubber, a proprietary exhaust gas scrubber technology developed by GTM (“GTM Contracts”).

The GTM Contracts are in effect until November 15, 2022, and may be automatically renewed for a further ten year period unless either party gives written notice of termination at least 90 days prior to the then current term. 

The GTM Contracts are amortized over 10 years on a straight line basis.During the nine months ended September 30, 2014, amortization expense of $3,975 (September 30, 2013 - $3,533) was recorded.

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Related Party Transactions: Schedule of expenses with related parties (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of expenses with related parties

	September 30, 2014		September 30, 2013
Administrative fees incurred to a company controlled by the CFO	$	225,000	$	135,000
Management fees incurred to the CFO		45,000		--
Management fees incurred to the Senior Vice President of Business Development		180,000		25,000
Consulting and survey fees incurred to the Vice President of Engineering		105,003		10,000
Consulting and management fees incurred to the President, CEO and CTO		157,500		--
Fair value of warrants issued for consulting services (Notes 3 and 12)		9,677,730		--
Salary incurred to the President, CEO and CTO		31,644		192,514
Fair value of options issued to a Director and Chairman (Note 12)		253,163		--
Management fees incurred to a director of a former subsidiary		--		21,000
Management fees incurred to an officer of a former subsidiary		--		18,000
Survey fees incurred to a director		--		60,000
Consulting fees incurred to the former President		15,000		--
Consulting fees incurred to the former CEO		252,000		--
Total transactions with related parties	$	10,942,040	$	461,514

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Organization and Nature of Operations: Basis of Presentation (Policies)

3 Months Ended

Sep. 30, 2014

Policies

Basis of Presentation

Basis of presentation

The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  They do not include all information and notes required by generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.  For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013, included in the Company’s report on Form 10-K.

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Notes and Advances Payable Disclosure

3 Months Ended

Sep. 30, 2014

Notes

Notes and Advances Payable Disclosure

NOTE 9 - NOTES AND ADVANCES PAYABLE

Acamar Loan

On April 19, 2012, the Company signed a loan agreement with Acamar Investments, Inc. (the “Acamar”) for $260,000, repayable on June 30, 2014 (as amended) (the “Acamar Loan”). The Acamar Loan bore interest at 3.5% per month for an effective rate of 51% per annum and was secured by the Teak Shield License (Note 4). On September 18, 2014, the Company reached an agreement with Acamar to release the Company from its obligations under the Acamar Loan upon the payment of $300,000 (the “Cash Consideration”).

As at September 18, 2014, the total principle payable under the Acamar Loan was $380,688 and accrued interest totaled $146,159, the Company had also recorded $11,474 as penalty on late repayments of interest. Upon the payment of the Cash Consideration, the Company recorded $238,321 as forgiveness of debt under the Acamar Loan.

During the nine months ended September 30, 2014, the Company paid total of $250,159 in interest (September 30, 2013 - $90,000).

Other Loans

During the nine months ended September 30, 2014, the Company received an advance of CAD$50,000 ($48,286). This advance does not bear interest, is unsecured and due on demand.

The tables below summarize the short-term loans outstanding as at September 30, 2014 and December 31, 2013:

As at September 30, 2014
	Interest rate per annum		Due date	Principal outstanding		Accrued interest			Total
Acamar Loan	51%	June 30, 2014		$	--		$	--	$	--
Other Loans	8%		On demand		27,000			6,546		33,546
Other Loans	7%		On demand		49,500			15,718		65,218
Other Loans	6%		On demand		169,522			25,509		195,031
Other Loans	0%		On demand		349,956			-		349,956
				$	595,978	$		47,773	$	643,751
As at December 31, 2013
	Interest rate per annum		Due date	Principal outstanding		Accrued interest			Total
Acamar Loan	51%	June 30, 2014		$	377,500		$	108,059	$	485,559
Other Loans	8%		On demand		27,000			4,604		31,604
Other Loans	7%		On demand		49,500			12,401		61,901
Other Loans	6%		On demand		178,639			17,884		196,523
Other Loans	0%		On demand		295,311			-		295,311
				$	927,950	$		142,948	$	1,070,898

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Equipment Disclosure

3 Months Ended

Sep. 30, 2014

Notes

Equipment Disclosure

NOTE 7 - EQUIPMENT

Amortization schedule for the equipment at September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
Book value	$	39,413	$	41,602
Amortization		(6,223)		(2,189)
Equipment	$	33,190	$	39,413

The equipment consists of testing and laboratory tools and machinery, and is amortized on a straight-line basis over its useful life of five years.  

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Unearned Revenue and Work in Progress

3 Months Ended

Sep. 30, 2014

Notes

Unearned Revenue and Work in Progress

NOTE 8 - UNEARNED REVENUE AND WORK IN PROGRESS

During the nine months ended September 30, 2014, the Company received $975,000, as a deposit for future installation of its DSOX Fuel Purification System (the “DSOX System”) pursuant to its April 15, 2014 purchase and services agreement. The agreement provides for the purchase of up to ten additional DSOX Systems.

During the nine months ended September 30, 2014, the Company started a manufacturing process of its first land-based DSOX System, representing a combination of two DSOX-15 Systems originally designed to be used on board of a ship. As of September 30, 2014, the Company recorded $763,315 as work in progress associated with this installation, of which $221,557 was represented by the cost of parts and equipment required to build DSOX System and $541,758 consisted of fees charged by the external contractors for building the DSOX System.

In April of 2014, the Company started a manufacturing process of it DSOX-20 System pursuant to its April 15, 2014 agreement. As of September 30, 2014 the Company recorded $126,588 as work in progress which was represented by the cost of parts and equipment required to build DSOX-20 System associated with this installation.

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Long-term Loans Disclosure

3 Months Ended

Sep. 30, 2014

Notes

Long-term Loans Disclosure

NOTE 10 - LONG-TERM LOANS

First KF Business Ventures Loan Agreement

On January 15, 2014, the Company entered into a binding letter agreement with KF Business Ventures LP (the “Lender”), which was superseded by the formal definitive loan agreement signed on February 11, 2014 and further amended on March 10, 2014 and September 8, 2014 (the “First KF Loan Agreement”). Under the First KF Loan Agreement the Lender agreed to lend to the Company up to $2,000,000 in four equal installments of $500,000 each (the “First KF Loan”). The First KF Loan accumulates interest at a rate of 10% per annum, compounded monthly. Pursuant to the First KF Loan Agreement (as amended on March 10, 2014) the principal and interest were to become payable in 18 equal monthly installments commencing on January 1, 2015, with the  Company having the right to prepay the First KF Loan at any time in increments of not less than $250,000. 

In consideration for the First KF Loan Agreement, as amended on March 10, 2014, the Company issued to the Lender non-transferrable share purchase warrants to purchase a total of 6,904,546 shares of the Company’s common stock, exercisable at a price of $1.00 per share (Note 12). Warrants for 2,450,000 shares of the Company’s common stock were to expire on January 15, 2015, and warrants for 4,454,546 shares of the Company’s common stock expire on January 15, 2018. The Lender may choose to exercise the warrants for up to 3,452,273 shares of common stock by way of a cashless exercise.

The fair value of the warrants was calculated to be $5,821,189 using the Black-Scholes option pricing model.

Under the guidance provided by ASC 470-20-25-2, proceeds from the sale of debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants must be accounted for as paid-in capital. The remainder of the proceeds is to be allocated to the debt instrument portion of the transaction.

Management has determined that the warrants issued as consideration for the First KF Loan Agreement are detachable from the debt instrument, as the debt instrument does not have to be surrendered to exercise the warrant.

The relative fair value of the original 6,904,546 warrants was determined to be $1,536,353 and the value allocated to the debt portion of the instrument was determined to be $463,647 at the time of issuance using an effective interest rate of 64.4%.

On September 8, 2014, the Company entered into a Second Amendment Agreement (the “September Amendment”) with the Lender to extend the maturity of the First KF Loan to January 15, 2016 and replace 18 equal monthly installments with a one time payment of principle and accrued interest. Furthermore, the Company has an option to further extend the repayment of the First KF Loan to January 15, 2017.

The extension to January 15, 2017, may be granted upon the Company issuing to the Lender additional share purchase warrants (the “Extension Warrants”) that will equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Extension Warrants will have an initial exercise price of $0.50 per share and expiring on September 1, 2021.

As consideration for the September Amendment, the Company issued to the Lender additional warrants for the purchase of up to 2,350,000 shares of the Company’s common stock (the “September Warrants”), with an initial exercise price of $0.50 per share and expiring on January 15, 2019, with cashless exercise rights for up to 1,175,000 shares. In addition, the Company agreed to decrease the exercise price for all warrants previously issued to the Lender under the First KF Loan (the “Amended Warrants”) from $1.00 per share to $0.50 per share and extend the expiration date of warrants for up to 2,450,000 shares of the Company’s common stock from January 15, 2015 to January 15, 2016.

Under the guidance provided by ASC 470-50-40-17(b) – Fees Between Debtor and Creditor – the fees incurred to  replace or modify the existing debt instrument shall be associated with any existing unamortized premium or discount and amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument.

The Amended Warrants and September Warrants were accounted for as fees incurred to replace or modify the existing debt. The fair value of the Additional Warrants and September Warrants was determined to be $1,519,807. As at the time of the September Amendment the recorded book value of the First KF Loan was $676,761, the cost of Amended Warrants and September Warrants was deemed to be $676,761, which amount will be amortized over the term of the loan, at the rate of $39,804 per month.

The fair values of the warrants and adjustments were determined using the Black-Scholes option pricing model at the grant date using the following assumptions:

Expected Warrant Life (in years)	0.35-4.36 yrs.
Risk-Free Interest Rate	0.02%-1.24%
Expected Dividend Yield	Nil
Expected Stock Price Volatility	43%-362%

During the nine months ended September 30, 2014, the Company recognized accretion expense of $276,050. At September 30, 2014, the Company accrued $100,025 in interest payable under the First KF Loan (December 31, 2013 - $Nil).

First KF Loan at September 30, 2014:

	Long-term Loan	Original Warrants	September Warrants	Total
First KF Loan	$ 2,000,000	$                -	$               -	$ 2,000,000
Fair Value of Warrants	-	(1,536,353)	(676,761)	(2,213,114)
Accretion Expense Recognized	-	246,856	29,194	276,050
Interest Expense Recorded	100,025	-	-	100,025
Balance at September 30, 2014	$ 2,100,025	$(1,289,497)	$ ( 647,567)	$ 162,961

Second KF Business Ventures Loan Agreement

On July 28, 2014, the Company entered into a second loan agreement with KF Business Ventures LP (the “Second KF Loan Agreement”). Under the Second KF Loan Agreement, the Lender agreed to lend to the Company $2,400,000 (the “Second KF Loan”), to be advanced in eight equal installments of $300,000 each, commencing on September 1, 2014 and on the first day of each consecutive calendar month thereafter until fully advanced.  

As of September 30, 2014, the Company received $600,000 under the Second KF Loan Agreement, which represented September and October installments. The remaining $1,800,000 was recorded as a loan receivable.

The Second KF Loan accumulates interest at a rate of 10% per annum, compounded monthly. The initial maturity date under the Second KF Loan Agreement is January 15, 2016, which can be extended to January 15, 2017.

The extension may be granted upon the Company issuing to the Lender additional share purchase warrants (the “Extension Warrants”) that will equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Extension Warrants will have an initial exercise price of $0.50 per share and expiring on September 1, 2021.

In consideration for the Second KF Loan Agreement, the Company issued to the Lender non-transferrable share purchase warrants for a total of 9,600,000 shares of the Company’s common stock, exercisable at a price of $0.50 per share for a period expiring September 1, 2019 (Note 12). The Lender may choose to exercise the warrants for up to 4,800,000 shares of common stock by way of a cashless exercise.

The fair value of all the warrants issued under the Second KF Loan Agreement, was calculated to be $6,334,966 using the Black-Scholes option pricing model at the grant date using the following assumptions:

Expected Warrant Life (in years)	5.1 yrs.
Risk-Free Interest Rate	1.73%
Expected Dividend Yield	Nil
Expected Stock Price Volatility	330%

The relative fair value of the warrants and debt was determined following the guidance provided by ASC 470-20-25-2. The warrants were assigned the relative fair value of $1,687,523 and the value allocated to the debt portion of the instrument was determined to be $712,477 at the time of issuance using an effective interest rate of 91.8%. During the nine months ended September 30, 2014, the Company recognized accretion expense of $51,955 and recorded $3,374 in interest expense payable under the Second KF Loan (December 31, 2013 – $Nil).

Second KF Loan at September 30, 2014:

	Long-term Loan	Original Warrants	Total
Second KF Loan	$ 2,400,000*	$                -	$ 2,400,000
Fair Value of Warrants	-	(1,687,523)	(1,687,523)
Accretion Expense Recognized	-	51,955	51,955
Interest Expense Recorded	3,374	-	3,374
Balance at September 30, 2014	$ 2,403,374	$ 1,635,568	$ 767,806

* At September 30, 2014, the Company had a receivable of $1,800,000 under the Second KF Loan Agreement.

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Technology Transfer Agreement Disclosure (Details) (Technology Transfer Agreement, USD $)	9 Months Ended
	Sep. 30, 2014	Mar. 10, 2014	Feb. 05, 2013
Technology Transfer Agreement
Number of Escrowed Shares Released		54,000,000
Shares of common stock issued per agreement			154,000,000
Number of Escrowed Shares Cancelled		100,000,000
Fair value of shares release		$ 52,380,000
Amortization expense recorded	$ 2,837,250

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Organization and Nature of Operations: Going Concern (Policies)

3 Months Ended

Sep. 30, 2014

Policies

Going Concern

Going Concern

The accompanying unaudited consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations.  The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern.  These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.  Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

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Long-term Loans Disclosure: First KF Loan at September 30, 2014 (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

First KF Loan at September 30, 2014

	Long-term Loan	Original Warrants	September Warrants	Total
First KF Loan	$ 2,000,000	$                -	$               -	$ 2,000,000
Fair Value of Warrants	-	(1,536,353)	(676,761)	(2,213,114)
Accretion Expense Recognized	-	246,856	29,194	276,050
Interest Expense Recorded	100,025	-	-	100,025
Balance at September 30, 2014	$ 2,100,025	$(1,289,497)	$ ( 647,567)	$ 162,961

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Long-term Loans Disclosure: Second KF Loan at September 30, 2014 (Details) (Second KF Loan Agreement, USD $)	Sep. 30, 2014
Second KF Loan Agreement
Long-term loans, balance	$ 767,806

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Consolidated Statements of Stockholders' Equity (Deficit) (USD $)	Common Stock	Obligation to Issue Shares	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Beginning Balance, amount at Dec. 31, 2011	$ 33,745		$ 2,295,003	$ (2,295,013)	$ 11,665	$ 45,400
Beginning Balance, shares at Dec. 31, 2011	33,745,005
Shares issued under employeement agreement, shares	154,000,000
Shares issued under employeement agreement, value	154,000		81,466,000			81,620,000
Deferred compensation			(81,620,000)			(81,620,000)
Shares issued for purchase of subsidiary, shares	100,000
Shares issued for purchase of subsidiary, value	100		52,900			53,000
Obligation to issue shares		45,000				45,000
Shares issued for services, shares	150,000
Shares issued for services, value	150	(45,000)	46,350			1,500
Net loss for the period				(1,037,414)		(1,037,414)
Ending Balance, amount at Sep. 30, 2013	187,995		2,240,253	(3,332,427)	11,665	(892,514)
Ending Balance, shares at Sep. 30, 2013	187,995,005
Net loss for the period				(1,154,989)		(1,154,989)
Ending Balance, amount at Dec. 31, 2013	187,995		2,240,253	(4,487,416)	11,665	(2,047,503)
Beginning Balance, shares at Dec. 31, 2013	187,995,005
Obligation to issue shares		46,410				46,410
Shares cancelled upon cancellation of employment agreement, shares	(154,000,000)
Shares cancelled upon cancellation of employment agreement, value	(154,000)		154,000
Fair value of warrants issued on long-term financing			3,900,637			3,900,637
Fair value of warrants issued for consulting services			9,677,730			9,677,730
Fair value of stock-based compensation			253,163			253,163
Net loss for the period				(15,285,998)		(15,285,998)
Ending Balance, amount at Sep. 30, 2014	$ 88,095	$ 46,410	$ 68,716,024	$ (19,773,414)	$ 11,665	$ 49,088,780
Ending Balance, shares at Sep. 30, 2014	88,095,005

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License Agreement Disclosure

3 Months Ended

Sep. 30, 2014

Notes

License Agreement Disclosure

NOTE 4 - LICENSE AGREEMENT

On March 12, 2012, the Company entered into a license agreement with Teak Shield (the “Teak Shield License”) and its owners Robert and Marion Diefendorf (the “Licensors”) whereby the Company acquired a license to market and sell Teak Shield’s licensed products. In exchange, the Company agreed to pay a 5% royalty to the Licensors with a minimum $100,000 annual royalty payment, and agreed to issue to the Licensors 1,666,667 shares of the Company’s common stock. 

At December 31, 2013, management determined that the Teak Shield License was fully impaired.

On June 24, 2014, the Company and Licensors reached an agreement to amend the Teak Shield License (the “Amended Teak Shield License”).  Both parties agreed to release each other from any and all obligations pursuant to the original Teak Shield License, which resulted in reversal of the accrued royalty fees of $170,833.

The Amended Teak Shield License has an initial term of six years and may be automatically renewed for successive two-year terms. The Company is not required to pay a royalty and no additional consideration is required in order to maintain the licensing rights.

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Long-term Loans Disclosure: Second KF Loan at September 30, 2014 (Tables)

3 Months Ended

Sep. 30, 2014

Tables/Schedules

Second KF Loan at September 30, 2014

	Long-term Loan	Original Warrants	Total
Second KF Loan	$ 2,400,000*	$                -	$ 2,400,000
Fair Value of Warrants	-	(1,687,523)	(1,687,523)
Accretion Expense Recognized	-	51,955	51,955
Interest Expense Recorded	3,374	-	3,374
Balance at September 30, 2014	$ 2,403,374	$ 1,635,568	$ 767,806

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Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Details) (USD $)	Dec. 31, 2014	Sep. 30, 2014	Sep. 18, 2014	Dec. 31, 2013
Principal Outstanding		$ 595,978		$ 927,950
Accrued interest		47,773		142,948
Loans payable total		643,751		1,070,898
Acamar Loans
Effective interest rate	51.00%	51.00%
Principal Outstanding			380,688	377,500
Accrued interest			146,159	108,059
Loans payable total				485,559
Other Loans (1)
Effective interest rate		8.00%		8.00%
Principal Outstanding		27,000		27,000
Accrued interest		6,546		4,604
Loans payable total		33,546		31,604
Other Loans (2)
Effective interest rate		7.00%		7.00%
Principal Outstanding		49,500		49,500
Accrued interest		15,718		12,401
Loans payable total		65,218		61,901
Other Loans (3)
Effective interest rate		6.00%		6.00%
Principal Outstanding		169,522		178,639
Accrued interest		25,509		17,884
Loans payable total		195,031		196,523
Other Loans (4)
Effective interest rate		0.00%		0.00%
Principal Outstanding		349,956		295,311
Loans payable total		$ 349,956		$ 295,311

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Organization and Nature of Operations: Reclassifications (Policies)

3 Months Ended

Sep. 30, 2014

Policies

Reclassifications

Reclassifications

Certain prior period amounts in the accompanying consolidated interim financial statements have been reclassified to conform to the current period’s presentation.  These reclassifications had no effect on the consolidated results of operations or financial position for any period presented.