PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six month periods ended June 30, 2013, are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

As used in this Quarterly Report, the terms "we,” "us,” "our,” and “Poly Shield” mean Poly Shield Technologies Inc. and our subsidiaries Ecolutions Inc. and New World Technologies Group Inc., unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

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POLY SHIELD TECHNOLOGIES INC.

(Formerly Globetrac Inc.)

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these interim consolidated financial statements

F-2

POLY SHIELD TECHNOLOGIES INC.

(Formerly Globetrac Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements

F-3

POLY SHIELD TECHNOLOGIES INC.

(Formerly Globetrac Inc.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements

F-4

POLY SHIELD TECHNOLOGIES INC.

(Formerly Globetrac Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements

F-5

POLY SHIELD TECHNOLOGIES INC.

(Formerly GLOBETRAC INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

(UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Poly Shield Technologies Inc. (the “Company”) was in the global wireless tracking business in Europe until November 1, 2004, when it exchanged this business for a royalty of 6% on future gross sales.  This royalty agreement expires on October 31, 2015.

On March 12, 2012, the Company entered into an agreement to purchase the rights to market the products of Teak Shield Corp. (“Teak Shield”). Teak Shield has several proprietary processes for the production of coatings used to protect surfaces from corrosion, oxidation and degradation (Note 4).  

On December 1, 2012, the Company entered into an agreement (the “Employment Agreement”) with Rasmus Norling (the “Vendor”), the inventor and owner of certain technology used to remove alkali metal from fuel in efforts to protect gas turbines from corrosion (Note 3).

On January 31, 2013, the Company acquired all of the issued and outstanding shares in the capital of Ecolutions, Inc., (“Ecolutions”) which was formed by the Vendor on November 15, 2012, for the purpose of developing and marketing environmental and pollution emission solutions internationally. As a result of the acquisition, Ecolutions became a wholly owned subsidiary of the Company (Note 5).

On April 8, 2013, the Company acquired all of the outstanding shares of New World Technologies Group Inc. (“New World”) for consideration of $1. At the time of the acquisition, New World had no assets or liabilities.

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 Poly Shield Technologies Inc. for the year ended December 31, 2012. 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 six months ended June 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.  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, 2012, included in the Company’s report on Form 10-K.

Reclassifications

Certain prior period amounts in the accompanying consolidated 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 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 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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NOTE 2 - RELATED PARTY TRANSACTIONS

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

During the six months ended June 30, 2013 and 2012, the Company paid $80,000 and $35,500 respectively in administrative fees to a company controlled by a director.

NOTE 3 - EMPLOYMENT AGREEMENT

On December 6, 2012, the Company entered into an Employment Agreement with the Vendor. This agreement became effective on February 5, 2013 (“Effective Date”) when the Company’s board of directors determined that the Vendor had satisfied his obligations to deliver certain deliverables including a ten year license for the rights to utilize, market, sell and distribute emission abatement technologies and certain intellectual property (“Minimum Technology Rights”). Under the terms of the Employment Agreement, the Vendor was appointed the Company’s Chief Executive Officer and received a signing bonus of $180,000. Beginning on the first anniversary of the Effective Date, the Vendor will 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 will be released to the Vendor 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 will be released in increments of 1,250,000 shares of common stock. Escrowed stock which will not be eligible for release by December 31, 2013, will be forfeited.

On January 12, 2013, as part of the Minimum Technology Rights required by Employment Agreement, the Vendor assigned to the Company rights to U.S. and European patent applications for the desalination “Bio Scrubber” technology.

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 has 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.  At June 30, 2013, the Company has accrued $120,833 in royalty payable under this agreement.

On April 13, 2012, the purchase of the Teak Shield License was completed and 1,666,667 shares with a fair value of $900,000 were issued.  As part of the agreement the Company acquired a two year option to purchase 100% of the Licensor’s ownership and interest in its proprietary rights and assets (the “Teak Shield Option”) including all licensed products, manufacturing, patents, intellectual property, technology, contracts, trademarks and goodwill for $250,000. To exercise the Teak Shield Option the Company must pay an additional $2,750,000.

The Teak Shield License and the Teak Shield Option are in effect for two years from the completion of the acquisition, and may be automatically renewed for a further two years. During the six months ended June 30, 2013, amortization expense of $143,751 (2012 - $59,895) was recorded.

The following table summarizes investment in option and license:

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In connection with the purchase of the Teak Shield Option, on April 19, 2012, the Company signed a loan agreement for $260,000, repayable on December 31, 2013 (the “Acamar Loan”) (Note 6).  Interest is calculated at 3.5% per month for an effective rate of 51% per annum.  The minimum interest payable on the loan is $26,000. The loan is secured by the Teak Shield License.

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 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 (the “GTM Contracts”), a proprietary exhaust gas scrubber technology developed by GTM.

Under the terms of the GTM Contracts, the Company is granted exclusive distribution rights for the Exhaust Scrubber for all of North America and Singapore, as well as non-exclusive distribution rights for the rest of the world (excluding any existing GTM customers and customers not generated by the Company).

GTM has also provided the Company with an exclusive license to manufacture, sell and distribute the Exhaust Scrubber and the related technologies in North America and Singapore, and non-exclusive rights to the rest of the world (excluding any existing GTM customers and customers not generated by the Company).

The GTM Contracts are in effect for ten years 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 six months ended June 30, 2013, amortization expense of $2,208 (2012 - $Nil) was recorded.

NOTE 6 - NOTES AND ADVANCES PAYABLE

On February 5, 2013, the Company received a $40,000 advance, on April 5, 2013 a $7,500 advance was received; and on May 13, 2013 a $7,000 advance was received, all of which were added to the outstanding balance of the Acamar Loan. As of June 30, 2013, the total amount of the note payable under the Acamar Loan is $339,500 (Note 4). On July 24, 2013, Acamar agreed to extend the Acamar Loan to December 31, 2013.

During the six months ended June 30, 2013, the Company received advances for the total of $140,236. The advances do not bear interest, are due on demand and are unsecured.

During the six months ended June 30, 2013, the Company repaid $45,000 in advances received from unrelated parties. The advances bore no interest, were unsecured and due on demand.

During the six months ended June 30, 2013, the Company repaid $20,000 in principal and $2,731 in interest on a loan received from an unrelated party. The loan was unsecured and due on demand.

NOTE 7 - SUBSEQUENT EVENTS

On May 28, 2013, the Company entered into an agreement for the development of marketing, branding and design services. Under the agreement, the Company was to pay the consultant the equivalent sum of $60,300 in shares of the Company. 150,000 shares were due when the agreement was executed. The 150,000 shares were issued subsequent to June 30, 2013 and have been recorded as an obligation to issue shares as at June 30, 2013.

On July 18, 2013 the company signed a contract with a major ship management company to install two DSOX-15 fuel scrubbers on two of their ships.  The agreement provides for the purchase of up to forty additional DSOX-15 fuel purification systems at the same price should the ship management company wish to do so. Under the agreement, the Company is required to maintain at its sole expense comprehensive general liability insurance with a minimum combined single limit of liability of $5,000,000. The policy shall be maintained during the term of the agreement. As at June 30, 2013, the Company has received a deposit for the two units.

F-8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption "Management's Discussion and Analysis" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

OVERVIEW

We were incorporated under the laws of the State of Delaware on March 2, 2000, under the original name 411 Place.com Inc.  On February 28, 2001, we changed our name to Artescope, Inc., on July 29, 2002, we changed the name to GlobeTrac Inc. and on July 11, 2012, to Poly Shield Technologies Inc. On July 11, 2012, we also effected a consolidation of our issued and outstanding common stock on a one-for-three basis (the “Reverse Split”), without decreasing our authorized capital.  We currently have an authorized capital of 205,000,000 shares with a par value of $0.001, consisting of 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock with 187,845,005 shares of Common Stock currently issued and outstanding. Our principal executive offices are headquartered in Boca Raton, Florida.

We are in the business of marketing cost effective, energy efficient and durability solutions in various industries worldwide. Currently our main efforts are directed toward marketing of the Exhaust Scrubber and DSOX-15 fuel purification systems as well as the fluoropolymer products to various divisions of the marine industry, such as cruise, cargo, tanker and navy ships.  Through our wholey owned subsidiary, New World Technologies Group Inc., we also market commercial property efficiency products.

Under the terms of our Collaboration, Master Distributorship and License Agreements with Green Tech Marine AS, a Norwegian corporation, we act as the exclusive distributor for the Exhaust Scrubber in North America (the United States, Canada and Mexico) and Singapore, and a non-exclusive distributor for the Exhaust Scrubber for the rest of the world. The main purpose of the Exhaust Scrubber is to remove sulfur oxides and other particulate matter from exhaust gas produced by ships during normal operations.

Our proprietary DSOX-15 Fuel Purification System is a cost-effective technology designed to remove sulfur from fuel in an effort to meet the upcoming sulfur emissions regulations due to take effect in 2015. The technology is directly aimed at the maritime industry which includes vessels for criuse-line, freight shipping and tanker companies and can be installed during normal vessel operation without the need to use expensive dry dock time. The technology has a worldwide application that is not limited to the maritime industry.

The New World Technologies’ WaterX heat recovery system has the potential to result in 30% or higher energy savings versus a standard HVAC system.  New World Technologies also offers its CoolX system for cooling tower upgrade and maintenance without the need for chemicals, and in full compliance of the new 8 cycle requirement set by EPA 2012 where the objective is to save water.  The EnergX system captures energy from exhaust fan units which is reused in the AC system to reduce load and energy consumption.

We act as a worldwide distributor of the fluoropolymer coatings developed by Teak Shield Corp. Fluoropolymers are polymer materials containing fluorine atoms in their chemical structure. The unique electronic structure of the fluorine atom gives these coatings such excellent properties as outstanding chemical resistance, weather stability, low surface energy and extreme flexibility. One of the main usages for these products is in marine industry, which is why our fluoropolymer products complement our Exhaust Scrubber and DSOX-15 fuel purification systems.

In addition to the technologies described above, we have a royalty agreement with WebTech Wireless Inc. (“WebTech”) under which we have a royalty right to 6% of gross qualified sales made by WebTech to qualified potential customers related to our former wireless tracking and telematics equipment business.

During the next twelve months, we plan to refine our business and marketing plan for the DSOX-15 and the Exhaust Scrubber as well as the New World Technologies and Teak Shield products and expand our presence in the marine technology market.

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Recent Corporate Developments

The following corporate developments have occurred during the second quarter ended June 30, 2013, and up to the date of the filing of this report:

Acamar Loan Extension

On July 24, 2013, we received a letter from Acamar Investments, Inc. (“Acamar”), certifying that Acamar has agreed to extend the maturity date of the loan (the “Acamar Loan”) from June 30, 2013, to December 31, 2013. Acamar advanced the Acamar Loan to us in accordance with the terms of a loan agreement dated April 19, 2012, between Acamar and us. All remaining terms and conditions of the Loan Agreement remain unchanged. At the date of the filing of this report, we have borrowed a total of $339,500 under the Acamar Loan and accrued $104,037 in interest.  

New World Technologies Group Inc.

On April 8, 2013, we acquired all of the outstanding shares of New World Technologies Group Inc. ("New World") for consideration of $1. New World will initially focus on marketing systems to increase commercial property efficiency including reduction of energy consumption, energy recovery, cooling tower upgrade and maintenance, and water system descaling and biofilm prevention.

Shares for Services

On May 28, 2013, we entered into an agreement for the development of marketing, branding and design services.  Under the terms of the agreement, we agreed to pay the consultant the sum of $60,300 payable in shares of our common stock at a deemed price of $0.2999 per share.  150,000 shares were due when the agreement was executed, which shares were issued in August 2013.  The remaining 51,067 shares will be issued upon completion of the services.  The shares were issued pursuant to the exemptions from registration provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended, based on representations provided by the consultant that he is an accredited investor as defined in Regulation D.

Sales Agreement with LMS Ship Management Inc. (“LMS”)

On July 19, 2013, we entered into sales and purchase agreement with LMS dated effective July 18, 2013 for the installation of two DSOX-15 fuel scrubbers on cargo ships operated and manged by LMS.  The agreement also provides LMS with an option to purchase up to 40 additional DSOX-15 fuel purification systems at the same price.  Additional details of our agreement with LMS are provided in our Current Report on Form 8-K, filed on July 24, 2013.

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RESULTS OF OPERATIONS

Revenues

Our royalty revenue increased by $4,449 or 642.9% from a negative revenue of $692 for the three months ended June 30, 2012, to $3,757 for the three months ended June 30, 2013. All of our revenue was the result of the 6% royalty under the Royalty Agreement with WebTech. The increase mainly resulted from a reorganization of WebTech’s European operations. Revenues for the three months ended June 30, 2012 were negative due to an over accrual of estimated revenues in the prior quarter.

Our royalty revenue increased by $8,499 or 155.2% from $5,477 for the six months ended June 30, 2012, to $13,976 for the six months ended June 30, 2013. All of our revenue was the result of the 6% royalty under the Royalty Agreement with WebTech. The increase mainly resulted from a reorganization of WebTech’s European operations.

Operating Expenses

During the three months ended June 30, 2013, our operating expenses increased by $88,715 or 45.3% from $196,043 for the three months ended June 30, 2012, to $284,758 for the three months ended June 30, 2013.  This change was primarily caused by: an increase of $45,000 in website design costs, an increase of $15,278 in salary and withholding taxes paid to or accrued on behalf of our CEO and an increase of $50,950 in travel. These increases were associated with the development of our  business related to the Exhaust Scrubber and the DSOX-15 fuel purification system along with the development of our new subsidiary, New World Technologies Group Inc.

During the six months ended June 30, 2013, our operating expenses increased by $462,353 or 206.2% from $224,207 for the six months ended June 30, 2012, to $686,560 for the six months ended June 30, 2013.  This change was primarily caused by $207,793 in salary and withholding taxes paid to or accrued on behalf of our CEO, non-cash amortization expense of $145,959, recorded on our license and option rights under the Teak Shield License Agreement, website design cost increase of $33,857, as well as accrued royalty fee payable to Teak Shield of $50,000. Our professional fees increased by $23,010, administration expenses by $44,500, and travel and entertainment expenses by $71,305. These increases were associated with the acquisition of the rights to the Exhaust Scrubber and the Bio Scrubber, along with the development of the DSOX-15 fuel purification system, our business and our new subsidiary, New World Technologies Group Inc.

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Our business efforts with respect to the Exhaust Scrubber, DSOX-15 fuel purification system, New World products and fluoropolymer products are currently in the development stage, and thus, as we pursue the development of our new business, we expect our operating expenses to increase in the fiscal 2013 as compared to the prior year’s results.  In addition, because we do not have any operating history with respect to these business lines, it may be difficult for us to predict future operating expenses and capital requirements related to these businesses and our historical results are not expected to be reflective of future expenses and capital requirements.

Other Items

During the three months ended June 30, 2013, our interest expenses increased by $24,366, or 98.2% from $24,818 for the  three months ended June 30, 2012, to $49,184 for the three months ended June 30, 2013.

During the six months ended June 30, 2013, our interest expenses increased by $63,833, or 240.9% from $26,495 for the six months ended June 30, 2012, to $90,328 for the six months ended June 30, 2013.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

As of June 30, 2013, we had a cash balance of $125,793, a working capital deficit of $1,472,908 and cash flows from operations of $4,596 for the  six months then ended. During the six months ended June 30, 2013, we primarily funded our operations with $187,500 in loans and advances received during this period and with a deposit received for the sale of DSOX-15 fuel purification systems.

Cash Flows

Net Cash Used in Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2013, was $42,390. This cash was primarily provided by unearned revenue of $350,000 and was offset by our operating loss of $762,912  Cash from operations was also provided by a decrease in advances of $80,000, increases in accounts payable of $39,834, accrued liabilities of $52,325, and accrued interest on notes and advances payable of $89,712. During the same period we recorded non-cash items of $145,959 for amortization of the license and option to purchase and $45,000 for web site design expense.

Net cash used in operating activities during the six months ended June 30, 2012, was $148,836. This cash was primarily used to cover our operating loss of $245,225. These uses of cash were offset primarily by increases in due to accounts payable of $25,838 and accrued liabilities of $11,995. During the same period we recorded a non-cash item of $59,895 for amortization of the license and option to purchase.

Net Cash Provided by Financing Activities

During the six months ended June 30, 2013, we received $194,835 in loans and advances from unrelated parties. In addition, we repaid $118,221 in loans and advances including $2,731 in interest. $89,712 in interest was accrued on the loans and we had a $10,228 gain on foreign exchange in holding of Canadian dollar denominated loans.

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During the six months ended June 30, 2012, we received $12,000 in exchange for a non-convertible note payable to a related party and $446,437 in loans was received from unrelated parties. We also repaid $3,089 to related parties.

Net Cash Used in Investing Activities

We did not have any investing activities during the six months ended June 30, 2013.  

In the six months ended June 30, 2012 we invested $250,000 for an option to purchase the assets of Teak Shield.  This is a two year option to purchase 100% of the Licensor’s ownership and interest in its proprietary rights and assets (the “Teak Shield Option”) including all licensed products, manufacturing, patents, intellectual property, technology, contracts, trademarks and goodwill for $250,000. To exercise the Teak Shield Option the Company must pay an additional $2,750,000.

Going Concern

The notes to our financial statements at June 30, 2013, disclose our uncertain ability to continue as a going concern. We were in the business of selling, marketing, distributing and installing global wireless tracking and telematics equipment in Europe until November 1, 2004, when we exchanged our rights to sell, market, distribute and install global wireless tracking and telematics equipment in Europe as well as specific assets and liabilities, for a royalty of 6% on future gross sales to qualified customers in Europe. This royalty agreement ends on November 1, 2015, which will end the revenue from this source. Our other products earned limited revenue.

On July 18, 2013 we signed a contract with a major ship management company to install two DSOX-15 fuel purification systems on two of their ships.  The agreement provides for the purchase of up to forty additional DSOX-15 fuel purification systems at the same price should the ship management company wish to do so.

We have accumulated a deficit of $3,057,925 since inception and increased sales will be required to fund and support our operations. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking contracts for our new technologies. However, we cannot assure you that we will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of these uncertainties

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. Other than our accounting for our royalty revenue, our critical accounting policies do not involve the choice between alternative methods of accounting. We have applied our critical accounting policies and estimation methods consistently.

Revenue Recognition

Revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the income is determinable and collectability is reasonably assured.

Accounts Receivable

Receivables represent valid claims against debtors for royalties arising on or before the balance sheet date and are reduced to their estimated net realizable value.  An allowance for doubtful accounts is based on an assessment of the collectability of all past due accounts. At June 30, 2013, and December 31, 2012, our allowance for doubtful accounts was $0.

At June 30, 2013, our accounts receivable consisted of royalty revenue for the months of May and June 2013. As of the date of the filing, we have not received payment of the recorded royalty.

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Foreign Exchange Risk

We are subject to foreign exchange risk on our royalty revenue and some purchases which are denominated in Canadian dollars. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the U.S. dollar.  Foreign exchange rate fluctuations may adversely impact our results of operations as exchange rate fluctuations on transactions denominated in currencies other than our functional currency result in gains and losses that are reflected in our Statement of Operations. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in increased net revenue. Conversely, our net revenue will decrease when the U.S. dollar strengthens against foreign currencies. We do not believe that we have any material risk due to foreign currency exchange.

Fair Value of Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable and accrued liabilities. We believe the fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable.

At June 30, 2013, we had $125,973 in cash on deposit with a large chartered Canadian bank; $2,000 of this cash was insured.  As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution.  We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Accounts receivable consists of royalty income from one source and is not collateralized.  We continually monitor the financial condition of our customer to reduce the risk of loss. We routinely assess the financial strength of our source of revenue income and as a consequence, concentration of credit risk is limited. At June 30, 2013, we had $2,793 in royalties receivable from this source.

Recent Accounting Standards and Pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to our financial statements.

Subsequent Events

On May 28, 2013, we entered into an agreement for the development of marketing, branding and design services. Under the agreement, the we agreed to pay the consultant the equivalent sum of $60,300 in shares of our common stock. 150,000 shares were due when the agreement was executed. The 150,000 shares were issued subsequent to June 30, 2013 and have been recorded as an obligation to issue shares as at June 30, 2013.

We signed a contract, dated effective July 19, 2013, with a major ship management company to install two DSOX-15 fuel scrubbers on two of their ships.  The agreement provides for the purchase of up to forty additional DSOX-15 fuel purification systems at the same price should the ship management company wish to do so. Under the agreement, we are required to maintain at our sole expense comprehensive general liability insurance with a minimum combined single limit of liability of $5,000,000. The policy shall be maintained during the term of the agreement. As at June 30, 2013,  we have received a deposit for the two units.

 On July 24, 2013, Acamar agreed to extend the Acamar Loan to December 31, 2013.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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ITEM 4. CONTROLS AND PROCEDURES.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of June 30, 2013. Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

During the quarter ended June 30, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

The following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Quarterly Report on Form 10-Q because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Quarterly Report.

We cannot guarantee that we will continue receiving royalty revenue from our agreement with WebTech Wireless (“WebTech”).

From November 2004 through the date of filing of this report on Form 10-Q, our sole source of revenue was from royalties received from WebTech on the sale of global wireless tracking and telematics equipment from qualified customers. In 2012 WebTech closed their UK office and curtailed some of their European operations. Even though WebTech continues its sales in Europe through its head office based in Canada, we cannot accurately predict future revenue from our royalty agreement due to uncertainties resulting form the WebTech’s changes in operations.

We have earned limited revenues from the sale of products or services related to the Exhaust Scrubber, the DSOX-15 fuel purification system, the New World Technologies products and the fluoropolymer products.

Our current principal business focus is on the sale of products and services related to the Exhaust Scrubber, the DSOX-15 fuel purification system, the New World Technologies products and the Teak Shield fluoropolymer products.  However, our efforts in these areas are in the development stage and we have earned limited revenues related to these business efforts, and there is no assurance that we will be able to earn revenues from these businesses in the future.

We have only one supplier for our Exhaust Scrubbers.

Our Exhaust Scrubber is manufactured by Green Tech Marine AS (“Green Tech Marine”) and Green Tech Marine is currently our sole supplier. Until we reach Manufacturing Capability under the GTM Contracts, of which there is no assurance, we will be wholly restricted to the manufacturing capacity of our sole supplier.

Flag Ship Approval under Regulation 4 of Marpol Annex VI is made on a ship by ship basis.

The approval of the scrubber installation is made on a ship by ship basis and it is very hard to receive a Type Approval for the system prior to the installation. While our Exhaust Scrubber is the only scrubber to have received Type Approval for large gas turbine engines, we cannot guarantee that it will receive Type Approval on future installations.  Failure to receive Type Approval on future installations could have a significant material impact on the financial results of our Company.

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We have only one supplier that has approval to use the formula to produce our fluoropolymer products.

The formula used to produce our fluoropolymer products is controlled by the Teak Shield Licensors and our sole supplier of our Teak Shield products is a manufacturing company owned by the Teak Shield Licensors. Since we do not own the formula, we cannot produce the products on our own. Unless we exercise the Teak Shield Option to purchase all of the Teak Shield Licensors’ proprietary rights to the Shield Products, of which there is no assurance, we will be restricted to the manufacturing capacity of our sole supplier.

We have a lack of operating history in the fluoropolymer, scrubber and commercial property efficiency industries and there is no assurance that our business efforts in these fields will be successful.

With our entry into the Teak Shield License Agreement, GTM Contracts, and development of the DSOX-15 fuel purification system technology and the New World Technologies products, we have added to our business. Although our Board of Directors and Executive Officers have extensive business experience, they do not have experience in the fluoropolymer industry, and aside from our Chief Executive Officer, limited experience in the scrubber industry. Some of our competitors may have greater experience and/or greater financial resources than we do at this time. We intend to hire experienced sales and consulting teams to market our products. However, we have no history of earning revenue in the fluoropolymer, as well as the Exhaust and the DSOX-15 fuel purification system and New World Technologies businesses, and there is no assurance that our business efforts in these industries will prove successful.

Inability to protect and enforce our intellectual property rights could adversely affect our financial results.

Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames and other forms of trade dress, are important to our business. We endeavor to protect our intellectual property rights in jurisdictions in which our products are produced or used and in jurisdictions into which our products are imported. However, we may be unable to obtain protection for our intellectual property in key jurisdictions. We have designed and implemented internal controls to restrict access to and distribution of our intellectual property. Despite these precautions, our intellectual property is vulnerable to unauthorized access through employee error or actions, theft and cyber security incidents, and other security breaches.

Demand for and supply of our products and services may be adversely affected by several factors, some of which we cannot predict or control, that could adversely affect our financial position, results of operations or cash flows.

The demand for our products and services could be affected by several factors, including:

·

economic downturns in the markets in which we sell our products;

·

competition from other products;

·

changes in customer preferences;

·

product obsolescence or technological changes that render our products less desirable to use or more expensive to produce;

·

changes in environmental regulations that may make our products illegal to sell and distribute in their present form;

·

inability of our supplier to obtain materials used in production due to factors such as work stoppages, shortages or supplier plant shutdowns; and

·

inability to supply products due to factors such as work stoppages, plant shutdowns or regulatory changes and exogenous factors, like severe weather.

If any of these events occur, the demand for and supply of our products and services could suffer, which could have a material adverse affect on our financial position, results of operations and cash flows.

Changes in government policies, regulations and laws could adversely affect our financial results.

We expect the majority of our future revenue to come from sales of our DSOX-15, which is heavily dependent on current and future IMO Regulations being enforced by international signatories to MARPOL Annex VI.  While currently, the United States, Canada and the E.U. have ECA’s in place, and sulfur oxide limit restrictions in these ECA’s are expected to drop, there can be no assurance that this will happen.  A change in the current and upcoming IMO regulations could have a significant material impact on our financial results.

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Unforeseen complications during the installation of the Exhaust and DSOX-15 fuel purification systems can potentially halt ships operation, which could adversely affect our sales, results of operations or cash flows, as well as increase potential for lawsuits filed against us.

Our Exhaust and DSOX-15 fuel purification systems can be installed on a ship without disruption to the ship’s operations. However, if the planning and/or execution of the installation process have flaws, we can face a situation where the ship’s operation has to be halted in order to complete installation. Depending on the type of the ship and its machinery, this risk can be mitigated by scheduling the operation of a different engine. However, if the alternative engine is not available, we will have no choice but to stop the operation of the ship.

Manufacturing of our polymer products are contracted out and they are subject to hazards and other risks associated with polymer production and the related storage and transportation of raw materials, products and wastes.

Polymer production is subject to the possible hazards and risks associated with the related storage and transportation of inventories and wastes, including fires, explosions, natural disasters, inclement weather, mechanical failure, unscheduled downtime, transportation interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases and other risks. These hazards can cause personal injury and loss of life, severe damage to, or destruction of, property and equipment, reduced production and environmental contamination. Accordingly, these hazards, and their consequences could have a material adverse effect on our operations as a whole, including our results of operations and cash flows, both during and after the period of operational difficulties.

Extensive environmental, health and safety laws and regulations impact the production of our fluoropolymer products and compliance with these regulations could adversely affect the cost of purchasing the product from our supplier.

The production of our fluoropolymer products is subject to extensive environmental, health and safety laws and regulations at the national, state and local governmental levels. The nature of our business exposes our supplier of fluoropolymer products to compliance costs and risks of liability under these laws and regulations due to the production, storage, transportation, recycling or disposal and/or sale of materials that can cause contamination and other harm to the environment or personal injury if they are released. Environmental compliance requirements on our suppliers may significantly increase our operating costs, which could adversely affect our financial position, results of operations or cash flows.

We face competition from other fluoropolymer and chemical companies, which could adversely affect our sales, results of operations or cash flows.

We compete with companies that produce similar products and with companies that produce different products that are designed for the same end uses. We encounter competition based on several key criteria, including product performance and quality, product price, product availability and security of supply, responsiveness of product development in cooperation with customers and customer service.

We expect that our competitors will continue to develop and introduce new and enhanced products, which could cause a decline in the market acceptance of our products. In addition, our competitors could cause a reduction in the selling prices of some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. An inability to compete successfully could have an adverse effect on our financial position, results of operations or cash flows.

We may also experience increased competition from companies that offer products based on alternative technologies and processes that may be more competitive or better in price or performance, causing us to lose customers and result in a decline in our sales volume and earnings.

Additionally, some of our customers may already be or may become large enough to justify developing in-house production capabilities. Any significant reduction in customer orders as a result of a shift to in-house production could adversely affect our future sales and operating prospects.

We face competition from other companies who manufacture and install exhaust scrubbers or other emission abatement solutions, which could adversely affect our sales, results of operations or cash flows.

At the moment, none of our main competitors for the Exhaust Scrubber has received a full approval (EPA, USCG, MEPC) for operation on commercial vessels. The scrubbers used by these competitors are limited to operating with caustic soda or in the open loop, which increases operating costs and risks due to the nature and sensitivity of the chemicals. However, should these companies get the full approval or develop and introduce more enhanced technologies, we could face a decline in the market share for our Exhaust Scrubbers.

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Current and future disruptions in the global credit and financial markets could limit our access to financing, which could negatively impact our business.

Domestic and foreign credit and financial markets have experienced extreme disruption in the past three years, including volatility in security prices, diminished liquidity and credit availability, declining valuations of certain investments and significant changes in the capital and organizational structures of certain financial institutions. We are unable to predict the likely duration and severity of the continuing disruption in the credit and financial markets or of any related adverse economic conditions. These market conditions may limit our ability to access the capital necessary to grow and maintain our business. Accordingly, we may be forced to delay raising capital, issue shorter tenors than we prefer or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility. Overall, our results of operations, financial condition and cash flows could be materially adversely affected by the disruptions in the global credit and financial markets.

The global economic downturn may have a negative effect on our business and operations.

The global economic downturn has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and lower business spending, all of which may have a negative effect on our business, results of operations, financial condition and liquidity. Potential customers may be unable to fund purchases or may determine to reduce purchases or inventories or may cease to continue in business. In addition, our supplier may not be able to supply us with needed raw materials on a timely basis, may increase prices or go out of business, which could result in our inability to meet customer demand or could affect our gross margins.

The timing, strength or duration of any recovery in the global economic markets remains uncertain, and there can be no assurance that market conditions will improve in the near future or that our results will not continue to be materially and adversely affected. Such conditions make it very difficult to forecast operating results, make business decisions and identify and address material business risks. There can be no assurance that the economy and our operating results will continue to improve, that the economy will not experience another significant downturn. In such an event, our operating results, financial condition and business could be adversely affected.

The agreements governing our debt contain various covenants that limit our ability to take certain actions, failure to comply with which could have a material adverse effect on us.

The agreements governing our senior secured term loan contain a number of covenants that, among other things, limit our ability to: transfer or sell all or substantially all of our assets or make certain other restricted payments. Any future refinancing of the term loan is likely to contain similar restrictive covenants.

Our Chief Executive Officer and President holds approximately 82% of our common stock and will be able to exert considerable influence over our actions.

Mr. Rasmus Norling owns approximately 82% of the outstanding shares of our common stock. As the Chief Executive Officer, President and a significant stockholder, he has the power to exert considerable influence over our actions and the outcome of matters on which our stockholders are entitled to vote including the election of directors and other significant corporate actions. The interests of Mr. Norling may be different from the interests of our shareholders.

The loss of key members of our senior management team could disrupt the management of our business.

We believe that our success depends on the continued contributions of the members of our senior management team, including Mr. Rasmus Norling, our Chief Executive Officer, President and principal stockholder. The loss of the services of Mr. Norling could impair our ability to identify and secure new customer contracts, to maintain good customer relationships and to otherwise manage our business, which could have a material adverse effect on our financial performance and our ability to compete.

We are subject to risks associated with selling our products internationally.

Our non-domestic sales efforts are subject to varying degrees of regulation in each of the foreign jurisdictions in which we may seek to provide services. Local laws and regulations, and their interpretation and enforcement, differ significantly among those jurisdictions, and can change significantly over time. Future regulatory, judicial and legislative changes or interpretations may have a material adverse effect on our ability to deliver services in foreign jurisdictions.

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In addition to these international regulatory risks, some of the other risks inherent in conducting business internationally include:

·

economic, political and social instability;

·

currency restrictions and exchange rate fluctuations;

·

potential submission to the jurisdiction of a foreign court or arbitration panel;

·

import and export quotas;

·

longer payment cycles and problems collecting accounts receivable,

·

potential vessel seizure, terrorist attacks, piracy, kidnapping, the expropriation of assets and other governmental acts

·

pandemics or epidemics that disrupt worldwide trade or the movement of vessels;

·

additional U.S. and other regulation of non-domestic operations, including regulation under the Foreign Corrupt Practices Act as well as other anti-corruption laws; and

·

the imposition of unanticipated or increased taxes, increased environmental and safety regulations or other forms of public and governmental regulation that increase our operating expenses.

Many of these risks are beyond our control, and we cannot predict the nature or the likelihood of the occurrence or corresponding effect of any such events, each of which could have an adverse effect on our financial condition and results of operations.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to pay interest on our debt and to satisfy our other debt obligations will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments. While we believe that cash flow from our current level of operations, available cash and available borrowings will provide adequate sources of liquidity for at least the next twelve months, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create the need for alternative sources of liquidity. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as, reducing or delaying capital or other expenditures, refinancing debt, selling assets, or raising equity capital.

We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our term loan and revolving credit facility, on commercially reasonable terms or at all.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

·

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

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·

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

·

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

·

contains a toll-free telephone number for inquiries on disciplinary actions;

·

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

·

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On May 28, 2013, We agreed to issue 201,067 shares of our common stock at a deemed price of $60,300 or $0.2999 per share in exchange for consulting services.  The information required by this Item 2 is provided in Part I of this report under “Recent Corporate Developments”

All other unregistered equity sales during the six months ended June 30, 2013, have been previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, or in our Current Reports on Form 8-K filed during the period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

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.

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(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 Quarterly Report on Form 10-QSB 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 June 10, 2011.

(5) Filed as an exhibit to our Current Report on Form 8-K filed on September 30, 2011.

(6) Filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2012.

(7) Filed as an exhibit to our Current Report on Form 8-K filed on July 13, 2012.

(8) Filed as an exhibit to our Current Report on Form 8-K filed on November 6, 2012.

(9) Filed as an exhibit to our Current Report on Form 8-K filed on December 7, 2012.

(10) Filed as an exhibit to our Current Report on Form 8-K filed on December 11, 2012.

(11) Filed as an exhibit to our Current Report on Form 8-K filed on January 17, 2013.

(12) Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2013.

(13) Filed as an exhibit to our Quarterly Report on Form 10-Q filed on May 14, 2013

(14) Filed as an exhibit to our Current Report on Form 8-K filed on July 24, 2013

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SIGNATURES

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 thereunto duly authorized.

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