UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 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 (State or other jurisdiction of incorporation or organization) | 33-0953557 (I.R.S. Employer Identification No.) |
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|
151 San Francisco St., Suite 201 San Juan, Puerto Rico (Address of principal executive offices) | 00901 (Zip Code) |
Registrant's telephone number, including area code: 1-800-648-4287
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
|
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None | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $0.001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
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 last 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 (§ 229.405 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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.
Larger accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes [X] No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $32,156,631 based on the average of the bid and ask price on June 30, 2014.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class | Outstanding at April 10, 2015 |
common stock - $0.001 par value | 88,095,005 |
Contents
Part I | 1 |
Forward Looking Statements | 1 |
Item 1. Business. | 1 |
Item 1b. Unresolved Staff Comments. | 13 |
Item 2. Properties. | 13 |
Item 3. Legal Proceedings. | 13 |
Item 4. Mine Safety Disclosures. | 13 |
Part II | 14 |
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 |
Item 6. Selected Financial Data. | 15 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. | 16 |
Item 7a. Quantitative and Qualitative Disclosures about Market Risk. | 26 |
Item 8. Financial Statements and Supplementary Data. | 27 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 28 |
Item 9a. Controls and Procedures. | 28 |
Item 9b. Other Information | 29 |
Part III | 29 |
Item 10. Directors, Executive Officers, and Corporate Governance. | 29 |
Item 11. Executive Compensation. | 33 |
Item 12. Security Ownership of Certain Beneficial Holders and Management. | 36 |
Item 13. Certain Relationships and Related Transactions, and Director Independence. | 40 |
Item 14. Principal Accounting Fees and Services | 41 |
Item 15. Exhibits, Financial Statements Schedules. | 42 |