UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 6, 2013

Date of Report (Date of earliest event reported)

POLY SHIELD TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

1 (800) 648-4287

Registrant's telephone number, including area code

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A to Poly Shield Technologies Inc.’s (the “Company”) report on Form 8-K dated February 6, 2013 (the “Original Filing”), is being field to include the information required by Items 3.02 and 5.01 of Form 8-K with respect to the events reported in the Original Filing.

Other than the information set out in Items 3.02 and 5.01 of this Amendment No. 1, the information contained in the Original Filing remains unchanged.

On February 6, 2013, Poly Shield Technologies Inc. (the “Company”) issued 154,000,000 shares of its common stock (the “Custodial Stock”) to Rasmus Norling under the terms of Mr. Norling’s employment agreement with the Company (the “Employment Agreement”). As described in the Company’s report on Form 8-K filed on December 11, 2012 and in Item 5.01 below, the Custodial Stock will be held in the custody of the Company, may not be sold, transferred or pledged, and will be subject to forfeiture pending the satisfaction by Mr. Norling of certain performance incentives. The Custodial Stock was issued in consideration for Mr. Norling’s agreement to act as the Company’s Chief Executive Officer pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

As described in Items 3.02 and 5.02 of this report, on February 6, 2013, the Company issued 154,000,000 shares of its common stock to Rasmus Norling under the terms of Mr. Norling’s Employment Agreement, and appointed Mr. Norling as the Company’s Chief Executive Officer, President and as a director of the Company. As a result, a change in control of the Company has occurred.

The Custodial Stock was issued to Mr. Norling in consideration for his agreement to act as the Company’s Chief Executive Officer. As set out in the Employment Agreement, the Custodial Stock will be held by the Company and may not be sold, transferred, pledged or assigned, and will be subject to forfeiture, pending Mr. Norling satisfying certain performance incentives. To earn release of the Custodial Stock, Mr. Norling is required to deliver to the Company bona fide, Board approved, contracts (“Qualifying Contracts”) for the sale or lease to third parties of products or services distributed by the Company. The Custodial Stock will be released to Mr. Norling in equal proportion to the value of the Qualifying Contracts on the basis of $0.25 per share (being the approximate market value of the Company’s common stock prior to execution of the Employment Agreement), in minimum increments of 1,250,000 shares (i.e. Qualifying Contracts having a total minimum incremental value of $312,500). To earn release of all of the shares, Mr. Norling must deliver Qualifying Contracts totaling a minimum of $38,500,000. Any shares that have not become eligible for release by December 31, 2013 shall be forfeited and all of Mr. Norling’s rights thereto will be terminated in their entirety.

Mr. Norling will be entitled to all other rights and privileges as a shareholder with respect to the Custodial Stock, including the right to vote the Custodial Stock, except that any shares distributed as a stock dividend, stock split or similar transaction will be subject to the same limitations and restrictions as the Custodial Stock. As such, upon issuance of the Custodial Stock, Mr. Norling has voting power over 82% of the Company’s outstanding common stock.

A more detailed description and copy of the Employment Agreement may be found in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2012.

The Employment Agreement does not provide for, and the Company does not currently anticipate, any changes in control other than as described in this report.

On February 6, 2013, Mitchell R. Miller resigned as the President and Chief Executive Officer of Poly Shield Technologies Inc. (the “Company”). Mr. Miller resigned voluntarily and not due to any disagreements with the Company on any matters. Mr. Miller will remain as a director of the Company.

Also on February 6, 2013, Rasmus Norling was appointed as the Company’s Chief Executive Officer and President to fill the vacancies created by Mr. Miller’s resignation. Mr. Norling was also appointed as a director of the Company, increasing the Company’s total number of directors to three.

Mr. Norling, 41, is the immediate past Manager of Research and Development of Marine Technical Services at Royal Caribbean International, Ltd., where he was employed since May 2000. During his employment at Royal Caribbean, Mr. Norling also held positions as Manager of Research and Development of Environmental Technologies, Manager of Research and Development of Energy Optimization, Ship Manager of Marine Operations, and Chief Engineer. Mr. Norling received a Marine Engineer degree from Högskolan i Kalmar, the maritime academy at Kalmar, Sweden in 1995. Mr. Norling intends to devote 100% of his business time to the affairs of the Company. The Company’s executive officers and directors hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Mr. Norling does not hold, and has not previously held, any directorships in any other reporting companies, and there are no family relationships among the Company’s directors or officers.

In accordance with the terms of an employment agreement entered into on December 1, 2012 (“Employment Agreement”), Mr. Norling was to become the Chief Executive Officer of the Company upon delivering to the Company certain minimum technology rights (the “Minimum Technology Rights”). On February 5, 2013 (the “Effective Date”), the Company’s board of directors determined that Mr. Norling had satisfied his obligations to deliver such Minimum Technology Rights and that Mr. Norling’s employment agreement was now effective. Under the terms of his Employment Agreement, Mr. Norling is entitled to a signing bonus of $180,000, which has been paid. Beginning on the first anniversary of the Effective Date, Mr. Norling is entitled to an annual salary of $180,000 per year. In addition, Mr. Norling is to be awarded 154,000,000 restricted shares of the Company’s common stock (the “Custodial Stock”). The Custodial Stock will be held in the custody of the Company, and will be subject to forfeiture pending the satisfaction by Mr. Norling of certain performance incentives. A more detailed description and copy of the Employment Agreement may be found in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2012.

On January 12, 2013, Mr. Norling assigned to the Company US and European patent applications for a desalination bio-scrubber technology designed to remove alkali metals from fuel in order to protect gas turbine engines from high temperature corrosion. This assignment was completed at no additional cost to the Company. On January 31, 2013, the Company purchased all of the issued and outstanding shares of Ecolutions, Inc. from Mr. Norling for a purchase price of $53,000, which purchase price was paid by the issuance of 100,000 shares of the Company’s common stock. The purchase price for Ecolutions was in addition to the compensation that Mr. Norling is entitled to pursuant to his Employment Agreement. More information on the assignment of the US and European patent applications and the acquisition of Ecolutions may be found in the Company’s current reports on Form 8-K filed with the SEC on January 17, 2013 and February 6, 2013, respectively.

A copy of the Company’s news release regarding Mr. Norling’s appointment as CEO, President and a director of the Company is attached as Exhibit 99.1 hereto.

(d)      Exhibits

99.1        Press release dated February 7, 2013, announcing the appointment of Rasmus Norling as CEO, President and a director of Poly Shield Technologies, Inc. (included as an exhibit to the original Form 8-K, filed on February 8, 2013).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.