UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2019
For the quarterly period ended March 31, 2020
[ ]	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.)

c/o 1130 West Pender Street, Unit 820
Vancouver, BC		V6E 4A4
(Address of principal executive offices)		(Zip Code)

(800) 648-4287

(Registrant's telephone number, including area code)

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. Yes [ ] No [X]

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). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if smaller reporting company)		Emerging growth company	[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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~~May 1311, ~~2019~~2020, the Registrant had 88,195,005 shares of common stock outstanding.

Table of Contents

Part I - Financial Information 1 Item 1. Financial Statements. 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results Ofof Operations. 2 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 87 Item 4. Controls and Procedures. 87 Part II - Other Information 98 Item 1. Legal Proceedings. 98 Item 1A. Risk Factors. 98 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 98 Item 3. Defaults Upon Senior Securities. 98 Item 4. Mine Safety Disclosures. 98 Item 5. Other Information. 98 Item 6. Exhibits. 98 Signatures 1211

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited interim condensed consolidated financial statements have not been reviewed by the Company’s independent auditor. They have been prepared by management 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 nine~~ months ended ~~September~~ 30March 31, ~~2019~~2020, are not necessarily indicative of the results that can be expected for the year ending December 31, ~~2019~~2020.

Unless the context otherwise requires, all references in this report to “Triton,” “the Company,” “we,” “us,” or “our” are to Triton Emission Solutions Inc., collectively with its subsidiary Ecolutions, Inc.

TRITON EMISSION SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(Unaudited, Prepared by Management)

	September 30, 2019		December 31, 2018
	March 31, 2020		December 31, 2019
ASSETS
Current assets
Cash	$	~~905~~2,389	$	~~968~~1,838
Prepaids		197,~~163~~621		1311,~~897~~767
Total assets	$	2010,~~068~~010	$	1413,~~865~~605
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	474,117	$	465,948
Accounts payable and accrued liabilities	$	596,312	$	594,454
Accrued liabilities		41,021		40,445
Wages payable		70,750		70,750
Unearned revenue		2,075,000		2,075,000
Notes and advances payable		1,~~715~~772,~~671~~540		1,~~591~~754,~~658~~554
Due to related parties		205,~~305~~206		~~204~~205,~~364~~336
Derivative liabilities - warrants		5829,~~773~~387		~~128~~31,~~077~~918
Derivative liability - conversion feature		2,~~990,~~532,045		21,~~125~~829,~~510~~750
Loans payable		1112,~~205~~047,~~836~~322		1011,~~061~~621,~~757~~004
Total liabilities		1819,~~837~~257,~~005~~812		1618,~~763~~112,~~509~~016
Stockholders' deficit
Common stock $0.001 par value, 200,000,000 common shares authorized, 88,195,005 issued and outstanding at September 30, 2019 and December 31, 2018		88,195		88,195
Common stock $0.001 par value, 200,000,000 common shares authorized, 88,195,005 issued and outstanding at March 31, 2020 and December 31, 2019		88,195		88,195
Obligation to issue shares		46,410		46,410
Additional paid-in capital		63,343,169		63,343,169
Accumulated deficit		(82,~~298~~729,~~631~~496)		(8081,~~230~~580,~~338~~105)
Accumulated other comprehensive income		3,920		3,920
Total stockholders' deficit		(1819,~~816~~247,~~937~~802)		(1618,~~748~~098,~~644~~411)
Total liabilities and stockholders' deficit	$	2010,~~068~~010	$	1413,~~865~~605

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

F-1

TRITON EMISSION SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(Unaudited, Prepared by Management)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2019		2018		2019		2018
	2020		2019
General and administrative expenses	$	47,~~463~~122	$	1518,~~714~~100	$	~~35,304~~	$	~~23,331~~
Loss before other items		(47,~~463~~122)		(1518,~~714~~100)		~~(35,304)~~		~~(23,331)~~
Other items
Change in fair value of derivative liabilities		(~~614~~699,~~320~~764)		17(437,~~156~~258)		~~(795,718)~~		~~(281,263)~~
Gain on divestiture of subsidiary		-		-		-		11,871
Foreign exchange gain (loss)		16,813		(3,769)
Interest		(~~431~~459,~~979~~318)		(~~373~~393,~~649~~108)		~~(1,237,271)~~		~~(1,070,150)~~
Stock-based compensation		-		(9,115)		-		(32,684)
Net and comprehensive loss	$	(1,149,391)	$	(852,235)
Net loss		(1,050,762)		(381,332)		(2,068,293)		(1,395,557)
Net loss per share - basic and diluted	$	(0.01)	$	(0.01)
Foreign exchange translation		-		4,948		-		5,317
Weighted average number of shares outstanding - basic and diluted		88,195,005		88,195,005
Comprehensive loss	$	(1,050,762)	$	(376,374)	$	(2,068,293)	$	(1,390,240)
Net loss per share - basic and diluted	$	(0.01)	$	(0.00)	$	(0.02)	$	(0.02)
Weighted average number of shares outstanding - basic and diluted		88,195,005		88,195,005		88,195,005		88,195,005

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

F-2

TRITON EMISSION SOLUTIONS INC.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(Unaudited, Prepared by Management)

										Accumulated
	Common shares
	Common Shares			Obligation		Additional				Other
	Number of Shares	Amount		Obligation to Issue Shares		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Number of			to Issue		Paid-in		Accumulated		Comprehensive
Balance at December 31, 2018	88,195,005	$	88,195	$	46,410	$	63,343,169	$	(80,230,338)	$	3,920	$	(16,748,644)
	Shares	Amount		Shares		Capital		Deficit		Income / (Loss)		Total
Net loss for the period ended March 31, 2019	-		-		-		-		(852,235)		-		(852,235)
Balance at December 31, 2017	88,195,005	$	88,195	$	46,410	$	63,309,928	$	(78,596,334)	$	(1,397)	$	(15,153,198)
Balance at March 31, 2019	88,195,005		88,195		46,410		63,343,169		(81,082,573)		3,920		(17,600,879)
Stock-based compensation	-		-		-		32,684		-		-		32,684
Net loss for the period ended December 31, 2019	-		-		-		-		(497,532)		-		(497,532)
Divestiture of subsidiary	-		-		-		557		-		-		557
Balance at December 31, 2019	88,195,005		88,195		46,410		63,343,169		(81,580,105)		3,920		(18,098,411)
Net loss for the period ended September 30, 2018	-		-		-		-		(1,395,557)		-		(1,395,557)
Net loss for the period ended March 31, 2020	-		-		-		-		(1,149,391)		-		(1,149,391)
Translation to reporting currency	-		-		-		-		-		5,317		5,317
Balance at March 31, 2020	88,195,005	$	88,195	$	46,410	$	63,343,169	$	(82,729,496)	$	3,920	$	(19,247,802)
Balance at September 30, 2018	88,195,005		88,195		46,410		63,343,169		(79,991,891)		3,920		(16,510,197)
Net loss for the period ended December 31, 2018	-		-		-		-		(238,447)		-		(238,447)
Balance at December 31, 2018	88,195,005		88,195		46,410		63,343,169		(80,230,338)		3,920		(16,748,644)
Net loss for the period ended September 30, 2019	-		-		-		-		(2,068,293)		-		(2,068,293)
Balance at September 30, 2019	88,195,005	$	88,195	$	46,410	$	63,343,169	$	(82,298,631)	$	3,920	$	(18,816,937)

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

F-3

TRITON EMISSION SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH ~~FLOWS~~FLOW

(EXPRESSED IN US DOLLARS)

(Unaudited, Prepared by Management)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2019		2018
	2020			2019
Cash flows used in operating activities
Net loss	$	(21,~~068~~149,~~293~~391)	$	~~(1,395,557)~~$	(852,235)
Non-cash items
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest		1459,~~237,271~~318		~~1,070,150~~	393,108
Foreign exchange loss (gain)		5(16,~~202~~803)		~~(5,624)~~	3,801
Change in fair value of derivative liabilities		~~795~~699,~~718~~764		~~281,263~~	437,258
Stock-based compensation		-		32,684
Changes in operating assets and liabilities
Changes in operating assets and liabilities
Prepaids		4,146			5,761
Prepaids		(5,266)		(12,528)
Accounts payable and accrued liabilities		2,905			2,953
Accounts payable		8,004		12,348
Net cash used in operating activities		(61)			(9,354)
Accrued liabilities		576		(1,019)
Cash flows provided by financing activities
Wages payable		-		(15,641)
Notes and advances payable		612			9,392
Due to related parties		898		1,969
Net cash provided by financing activities		612			9,392
Net cash used in operating activities		(25,890)		(31,955)
Net increase in cash		551			38
Cash flows from financing activities
Cash, beginning		1,838			968
Notes and advances payable		25,827		27,839
Cash, ending	$	2,389		$	1,006
Net cash provided by financing activities		25,827		27,839
Cash paid for:
Cash flows from investing activities
Income tax	$	-		$	-
Divestiture of subsidiary		-		557
Interest	$	-		$	-
Net cash provided by investing activities		-		557
Effects of foreign currency exchange		-		(70)
Net decrease in cash		(63)		(3,629)
Cash, beginning		968		3,849
Cash, ending	$	905	$	220
Cash paid for:
Income tax	$	-	$	-
Interest	$	-	$	-

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

F-4

TRITON EMISSION SOLUTIONS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2019~~2020

(Unaudited, Prepared by Management)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Triton Emission Solutions Inc. (the “Company”) was incorporated in the state of Delaware on March 2, 2000. On August 25, 2014, the Company changed its name from Poly Shield Technologies Inc. to Triton Emission Solutions Inc. The Company’s shares are listed on the OTCPink under the symbol “DSOX”.

The Company’s main focus is the development and marketing of its proprietary DSOX Fuel Purification (the “DSOX”) and Njord Exhaust Gas Scrubber (the “Njord”) Systems, designed to remove sulfur from marine fuel and exhaust gases. The 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 condensed consolidated financial statements included herein have been prepared by, and are the responsibility of, the Company’s management in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Due to a weak financial condition, the Company’s has not been able to retain an independent auditor ~~has~~to ~~not~~perform ~~performed~~ a review of these unaudited interim consolidated financial statements. 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 unaudited consolidated financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, ~~2018~~2019. 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~~March 3031, ~~2019~~2020, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019~~2020. For further information, these unaudited interim condensed consolidated financial statements and the related notes should be read in conjunction with the Company’s unaudited consolidated financial statements for the year ended December 31, ~~2018~~2019, included in the Company’s report on Form 10-K.

Reclassifications

Certain prior period amounts in the accompanying unaudited ~~consolidated~~ interim condensed 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, management-prepared, ~~consolidated~~ interim condensed 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 its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations.

As of ~~September~~March 3031, ~~2019~~2020, the Company had not achieved profitable operations and had a working capital deficit of $1819,~~816~~247,~~937~~802 and accumulated a deficit of $82,~~298~~729,~~631~~496. In addition, as of ~~September~~March 3031, ~~2019~~2020, the Company owed a total of $1112,~~205~~047,~~836~~322 to KF Business Ventures, LP (“KFBV”), an entity controlled by the Company’s Chairman, under the terms of three separate loan agreements with KFBV (Note 4). Should KFBV serve the Company with default notice and request a payment of the amounts owed, the Company may not be able to continue as a going concern and may be required to file for bankruptcy. The likelihood and outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern.

These unaudited interim condensed 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.

F-5

NOTE 2 - RELATED PARTY TRANSACTIONS

As at ~~September~~March 3031, ~~2019~~2020, the Company owed $205,~~305~~206 (~~2018~~2019 - $~~204~~205,~~364~~336) to an entity controlled by the Chief Financial Officer (“CFO”) of the Company.

During the ~~nine~~three-month ~~period~~periods ended ~~September~~March 3031, 2020 and 2019, the Company did not have any transactions with its related parties other than the interest accrued on notes and advances payable, ~~(Notes 3~~ and ~~4).~~borrowing ~~During~~funds ~~the~~to ~~nine-month~~support ~~period ended September 30, 2018,~~ the Company’s ~~recorded~~operations ~~$32,684~~(Notes in3 ~~stock-based compensation associated with fair value of options issued to a Director~~ and ~~Chairman (Note 5~~4).

NOTE 3 - NOTES AND ADVANCES PAYABLE

The tables below summarize the short-term loans outstanding as at ~~September~~March 3031, ~~2019~~2020 and December 31, ~~2018~~2019:

As at September 30, 2019
As at March 31, 2020
Principal Outstanding		Interest Rate per Annum	Accrued Interest		Total
$	27,000(1)	8%	$	2225,~~979~~017	$	4952,~~979~~017
	49,500	7%		42,955		92,455
	15,000(2)	0%		-		15,000
	143,483*	6%		33,566		177,049
	49,500(3)	7%		46,248		95,748
	15,000	0%		--		15,000
	133,925(4)	6%		36,365		170,290
	600,000	6%		164,691		764,691
	600,000(5)	6%		187,984		787,984
	110,000	15%		48,226		158,226
	110,000(6)	15%		56,499		166,499
	367,220	10%		91,051		458,271
	370,730(7)	10%		114,272		485,002
$	1,~~312~~306,~~203~~155		$	~~403~~466,~~468~~385	$	1,~~715~~772,~~671~~540
*The carrying value of this loan is denoted in Canadian dollars and is translated into US dollars at the end of each reporting period.
As at December 31, 2019
As at December 31, 2018
Principal Outstanding		Interest Rate per Annum	Accrued Interest		Total
$	27,000(1)	8%	$	2023,~~085~~993	$	4750,~~085~~993
	49,500	7%		38,252		87,752
	15,000(2)	0%		-		15,000
	139,276*	6%		25,059		164,335
	49,500(3)	7%		44,596		94,096
	15,000	0%		--		15,000
	146,289(4)	6%		36,966		183,255
	600,000	6%		131,214		731,214
	600,000(5)	6%		176,314		776,314
	110,000	15%		35,885		145,885
	110,000(6)	15%		52,385		162,385
	341,393	10%		58,994		400,387
	370,118(7)	10%		102,393		472,511
$	1,~~282~~317,~~169~~907		$	~~309~~436,~~489~~647	$	1,~~591~~754,~~658~~554
*The carrying value of this loan is denoted in Canadian dollars and is translated into US dollars at the end of each reporting period.

~~Quarry~~(1)On ~~Bay~~December ~~Loans~~12, 2011, the Company entered into a loan agreement with a third-party creditor for a $15,000 loan in exchange for an unsecured promissory note. On February 13, 2012, the Company borrowed an additional $12,000 from the same creditor in exchange for an unsecured promissory note. The loans accrue interest at a rate of 8% and are due on demand. During the three-month period ended March 31, 2020, the Company recorded $1,024 in interest expense associated with these loans (2019 - $935). As at March 31, 2020, the Company owed $52,017 (2019 - $50,993) under these loans.

In(2)On August 14, 2012, the Company entered into ~~series~~a ofloan ~~Loan~~agreement ~~Agreements~~ with ~~Quarry~~a ~~Bay~~third-party ~~Capital~~creditor ~~LLC~~ for a ~~total of CAD~~$~~190~~15,000 ~~(the~~loan ~~“Quarry~~in ~~Bay~~exchange ~~Loan”).~~for ~~The~~an ~~Quarry~~unsecured ~~Bay~~non-interest ~~Loan~~bearing ~~accumulates~~promissory ~~interest~~note atpayable 6%on ~~per annum~~demand. As at ~~September~~March 3031, ~~2019~~2020, ~~the~~and ~~Company~~December ~~owed $177~~31,~~049~~ ~~(2018~~2019 -the ~~$164,335),~~Company ~~including~~continued ~~accrued~~to ~~interest~~owe ofthe ~~$33,566~~full ~~(2018~~amount ~~- $25,059)~~ under the ~~Quarry~~promissory ~~Bay Loan~~note.

~~Norling~~(3)In ~~Bridge~~September ~~Loans~~and October of its Fiscal 2010, the Company entered into a number of loan agreements with a third-party creditor for a total of $34,500 in exchange for unsecured promissory notes. On November 9, 2010, the Company entered into a loan agreement with another third-party creditor for a $15,000 in exchange for an unsecured promissory note.

On July 28, 2015, and November 6, 2015, the Company entered into two separate bridge loan agreements (the “Norling Loans”) with its former President and CTO, Rasmus Norling. Pursuant to the Norling Loans, Mr. Norling agreed to lend to the Company total of $400,000 in exchange for unsecured promissory notes.

The Norling Loans have an interest rate of 6% and were due December 31, 2016. During the nine-month period ended September 30, 2019, the Company recorded $22,298 in interest expense associated with the Norling Loans (2018 - $21,002). As at September 30, 2019, the Company owed $509,340 (2018 - $487,042) under the Norling Loans.

F-6

AsThe above loans accrue interest at a rate of ~~September~~7% 30and are due on demand. During the three-month period ended March 31, ~~2019~~2020, the ~~Norling~~Company ~~Loans~~recorded ~~are~~$1,652 in ~~default~~interest expense associated with these loans (2019 - $1,524). ~~however~~As at March 31, 2020, the Company ~~has~~owed ~~not~~a ~~been~~total ~~served~~of ~~with~~$95,748 a(2019 ~~default~~- ~~notice~~$94,096) byto ~~Mr.~~third ~~Norling~~party creditors under the 7% loans.

KF(4)In ~~Business~~2012 ~~Ventures~~the ~~Bridge~~Company entered into series of Loan Agreements with Quarry Bay Capital LLC for a total of CAD$190,000 (the “Quarry Bay Loan”). The Quarry Bay Loan accumulates interest at 6% per annum and ~~Note~~is ~~Payable~~payable on demand. During the three-month period ended March 31, 2020, the Company recorded $2,661 in interest expense associated with the Quarry Bay Loan (2019 - $2,507). As at March 31, 2020, the Company owed $170,290 (2019 - $183,255) under the Quarry Bay Loan.

(5)On July 28, 2015, and November 6, 2015, the Company entered into two separate bridge loan agreements (the “Norling Loans”) with its major shareholder and former President and CTO, Rasmus Norling. Pursuant to the Norling Loans, Mr. Norling agreed to lend to the Company total of $400,000 in exchange for unsecured promissory notes. On August 31, 2015, the Company entered into a bridge loan agreement with KFBV, whereby KFBV agreed to lend to the Company $200,000 in exchange for an unsecured promissory note (the “KFBV Bridge Loan”).

The Norling Loans and KFBV Bridge Loan ~~has~~accrue an interest at a rate of 6%, and ~~was~~were due December 31, 2016. During the ~~nine~~three-month ~~months~~period ended ~~September~~March 3031, ~~2019~~2020, the Company recorded $117,~~179~~773 in interest expense associated with the Norling Loans (2019 - $7,241) and $3,897 in interest expense associated with the KFBV Bridge Loan (~~2018~~2019 - $103,~~529~~630). As at ~~September~~March 3031, ~~2019~~2020, the Company owed $~~255~~524,~~351~~855 (~~2018~~2019 - $~~244~~517,~~172~~082) under the Norling Loans and $263,129 (2019 - $259,232) under the KFBV Bridge Loan.

~~In September 2016, the Company issued an unsecured promissory note to KFBV for gross proceeds of $110,000 (the “KFBV Note”).~~ As ~~part~~ of ~~the~~March ~~terms~~31, of2020, the ~~KFBV~~Norling ~~Note~~Loans ~~the~~and ~~Company agreed to grant~~ KFBV ~~the~~Bridge ~~right~~Loan toare ~~offset~~in ~~the~~default, ~~cash~~however, ~~payable by KFBV to exercise~~ the ~~warrants to purchase shares of the~~ Company’s ~~common~~has ~~stock~~not ~~against~~been ~~the~~served ~~corresponding~~with ~~amount~~a ~~the~~default ~~Company would have to pay for outstanding indebtedness under this KFBV Note~~notice.

~~The~~(6)In ~~KFBV~~September ~~Note~~2016, ~~has~~the anCompany ~~interest~~issued ~~rate~~an ofunsecured ~~10%~~promissory ~~and~~note ~~was~~to ~~due~~KFBV ~~January~~for ~~15,~~gross ~~2017.~~proceeds ~~Under the terms~~ of $110,000 (the “KFBV Note,”). inAs ~~the~~part ~~event~~ of ~~default~~ the ~~interest~~terms ~~rate~~of ~~increases~~the toKFBV ~~15%~~Note ~~per~~the ~~annum~~Company ~~until~~agreed ~~such~~to ~~time~~grant ~~that~~KFBV the ~~default~~right isto ~~cured.~~offset ~~During~~ the ~~nine~~cash ~~months~~payable ~~ended~~by ~~September~~KFBV ~~30,~~to ~~2019,~~exercise the ~~Company~~warrants ~~recorded~~to ~~$12,341~~purchase inshares ~~interest~~of ~~expense associated with~~ the ~~KFBV~~Company’s ~~Note~~common ~~(2018~~stock -against ~~$12,341).~~the Ascorresponding atamount ~~September 30, 2019,~~ the Company ~~owed~~would ~~$158,226~~have ~~(2018~~to -pay ~~$145,885)~~for outstanding indebtedness under ~~the~~this KFBV Note.

AsThe KFBV Note had an interest rate of ~~September~~10% ~~30,~~and ~~2019~~was due January 15, ~~the~~2017. ~~KFBV~~Under ~~Bridge~~the ~~Loan~~terms ~~and~~of the KFBV Note, ~~are~~ in the event of default the interest rate increases to 15% per annum until such time that the default is cured. During the three-month period ended March 31, ~~however~~2020, the Company ~~has~~recorded ~~not~~$4,114 ~~been~~in ~~served~~interest expense associated with athe ~~default~~KFBV ~~notice~~Note by(2019 - $4,068). As at March 31, 2020, the Company owed $166,499 (2019 - $162,385) under the KFBV Note.

~~During~~As the nine months ended September 30, 2019, KFBV advanced the Company an additional $25,827 (2018 - $27,839) for working capital, bringing the total cash advanced for working capital to $367,220 ( 2018 - $341,393). The working capital advances are unsecured, due on demand and accumulate interest at a rate of ~~10%~~March ~~per annum compounded monthly. During the nine months ended September 30~~31, ~~2019~~2020, the ~~Company~~KFBV ~~recorded~~Note ~~$32,057~~is in ~~interest expense associated with these advances (2018 - $26~~default,~~078).~~ ~~As at September 30~~however, ~~2019,~~ the Company ~~owed~~has ~~$458,271~~not ~~(2018~~been -served ~~$400,387)~~with ona ~~account~~default ~~of working capital advances it borrowed from KFBV~~notice.

~~Other~~(7)During ~~Loans~~the three-month period ended March 31, 2020, KFBV advanced the Company an additional $612 (2019 - $9,392) for working capital, bringing the total cash advanced for working capital to $370,730 (2019 - $370,118). The working capital advances are unsecured, due on demand and accumulate interest at a rate of 10% per annum compounded monthly. During the three-month period ended March 31, 2020, the Company recorded $11,879 in interest expense associated with these advances (2019 - $10,166). As at March 31, 2020, the Company owed $485,002 (2019 - $472,511) on account of working capital advances it borrowed from KFBV.

In September and October of its Fiscal 2010, the Company entered into a number of loan agreements with a third party creditor, whereby the third party creditor agreed to lend to the Company a total of $34,500 in exchange for unsecured promissory notes. On November 9, 2010, the Company entered into a loan agreement with another third party creditor, whereby the third party creditor agreed to lend to the Company $15,000 in exchange for an unsecured promissory note.

The loans have an interest rate of 7%, and are due on demand. During the nine months ended September 30, 2019, the Company recorded $4,703 in interest expense associated with the loans from third party creditors (2018 - $4,386). As at September 30, 2019, the Company owed $92,455 (2018 - $87,752) under these loans.

On December 12, 2011, the Company entered into a loan agreement with a third party creditor, whereby the third party creditor agreed to lend to the Company $15,000 in exchange for an unsecured promissory note. On February 13, 2012, the third party creditor entered into a second loan agreement with the Company, whereby the third party creditor agreed to lend to the Company an additional $12,000 in exchange for an unsecured promissory note.

The loans have an interest rate of 8%, and are due on demand. During the nine months ended September 30, 2019, the Company recorded $2,894 in interest expense associated with these loans (2018 - $2,672). As at September 30 2019, the Company owed $49,979 (2018 - $47,085) under these loans.

On August 14, 2012, the Company entered into a loan agreement with a third party creditor, whereby the third party creditor agreed to lend to the Company $15,000 in exchange for an unsecured non-interest bearing promissory note payable on demand.

F-7

NOTE 4 - KFBV LOANS AND DERIVATIVE LIABILITY

OnThe ~~January~~tables ~~15,~~below ~~2014,~~summarize the ~~Company~~details ~~entered~~of ~~into~~the aloans ~~binding~~payable ~~letter~~to ~~agreement with~~ KFBV ~~which~~under ~~was~~three ~~superseded~~separate ~~by the formal definitive~~ loan ~~agreement~~agreements ~~signed on February 11, 2014, and further amended on March 10, 2014, September 8, 2014, and on December 17, 2015 (~~the ~~“First KF Loan Agreement”). Under the First KF Loan Agreement the Lender agreed to lend to the~~ Company upentered tointo ~~$2,000,000~~with inKFBV ~~four~~during ~~equal~~its ~~installments~~fiscal ~~of $500,000 each (the “First KF Loan”). 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. The First KF Loan is unsecured and has effective interest rate of 1,130%, which was due primarily to the recording of non-cash accretion interest.:

In consideration for the First KF Loan Agreement, as amended on March 10, 2014 (the “March Amendment”), the Company issued to the Lender non-transferrable share purchase warrants to purchase a total of 6,904,546 shares exercisable at a price of $1.00 per share (the “First KF Warrants”). Warrants for 2,450,000 shares had an original expiry date of January 15, 2015, and warrants for 4,454,546 shares had an original expiry date of January 15, 2018. At the discretion of the Lender the First KF Warrants for up to 3,452,273 shares of common stock could have been acquired by way of a cashless exercise.

As at March 31, 2020
	Principal Outstanding		Accumulated Accrued Interest		Penalty		Total
First KF Loan Payable	$	2,000,000	$	2,258,360	$	131,978	$	4,390,338
Second KF Loan Payable		2,400,000		2,368,160		147,779		4,915,939
Third KF Loan Payable		1,500,000		1,158,646		82,399		2,741,045
	$	5,900,000	$	5,785,166	$	362,156	$	12,047,322


As at December 31, 2019
	Principal Outstanding		Accumulated Accrued Interest		Penalty		Total
First KF Loan Payable	$	2,000,000	$	2,102,999	$	131,978	$	4,234,977
Second KF Loan Payable		2,400,000		2,194,200		147,779		4,741,979
Third KF Loan Payable		1,500,000		1,061,649		82,399		2,644,048
	$	5,900,000	$	5,358,848	$	362,156	$	11,621,004

~~The~~ First KF Warrants included a down-round provision whereby the exercise price of the First KF Warrants could have been adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the First KF Warrants (the “Down-Round Provision”). The First KF Warrants were determined to be a derivative under ASC 815; therefore, at initial measurement, the proceeds were allocated to the fair value of the warrants first and any residual proceeds to the principal of the First KF Loan. Payable

At ~~issuance~~March ~~date~~31, 2020, the ~~fair~~Company ~~value~~owed KFBV a total of $4,390,338 under a loan agreement dated for reference February 11, 2014, as amended on March 10, 2014, September 8, 2014, and on December 17, 2015 (the “First KF ~~Warrants~~Loan”). ~~was~~The $5principal under the First KF Loan accumulated interest at 10% per annum compounded monthly. The Company did not repay the First KF Loan on January 15,~~128~~ 2017,~~110~~ its amended maturity date, therefore as of January 15, 2017, the interest rate increased to 15%, the default rate of interest, and the Company recorded a ~~value~~penalty of $~~Nil~~131,978, ~~was~~representing ~~allocated~~5% toof the ~~principal~~full balance due under the First KF Loan on its maturity.

OnDuring ~~September 8, 2014,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aMarch ~~Second Amendment Agreement (the “September Amendment”) to extend the maturity of the First KF Loan to January 15~~31, ~~2016~~2020, ~~and replace 18 equal monthly installments with a one-time payment of principal and accrued interest. Furthermore,~~ the Company ~~was~~recorded ~~given an option to further extend the repayment of the First KF Loan to January 15~~$155,361 ~~2017, by issuing additional share purchase warrants~~ (~~the~~2019 ~~“First~~- ~~Extension Warrants”~~$132,355) ~~equal~~in tointerest ~~one-half~~expense ofon the ~~outstanding~~First ~~principal~~KF ~~and unpaid interest as at January 15, 2016~~Loan. ~~The Extension Warrants were to have an initial exercise price of $0.50 per share expiring on September 1, 2021.~~

AsIn consideration for the ~~September~~First ~~Amendment~~KF Loan, as amended, the Company issued to ~~the~~KFBV ~~Lender~~non-transferrable ~~additional~~share purchase warrants ~~for~~to ~~the~~ purchase ofan upaggregate toof 210,~~350~~448,~~000~~878 shares ~~(the~~of ~~“September~~its ~~Warrants”),~~common ~~with~~stock at an ~~initial~~ exercise price of $0.5010 per share, ~~and~~as ~~expiring~~amended. Warrants for 9,254,546 expire on January 15, ~~2019~~2021, ~~with~~and ~~cashless~~warrants ~~exercise rights~~ for ~~up to~~ 1,~~175~~194,~~000~~332 shares. Inexpire ~~addition~~on September 1, 2021 (the ~~Company~~“First ~~agreed~~KF toWarrants”). ~~decrease~~The First KF Warrants include a down-round provision whereby the exercise price ~~for~~of the First KF Warrants (could be adjusted to the ~~“Amended~~lowest ~~Warrants”)~~offering ~~from~~price ~~$1.00~~of ~~per~~any ~~share~~options, towarrants ~~$0.50~~or ~~per~~shares ~~share~~issued ~~and~~subsequent ~~extend~~to the ~~expiration~~issuance ~~date~~ of ~~warrants~~the ~~for~~First upKF toWarrants; ~~2,450,000~~in ~~shares~~case of the Company’s ~~common~~defaulting ~~stock~~on ~~from~~repayment ~~January~~of ~~15,~~the ~~2015~~First KF Loan, the First KF Warrants can be exercised at a 50% discount to ~~January~~volume ~~15,~~weighted ~~2016.~~average ~~The~~price ~~September~~of ~~Warrants~~the ~~also~~common ~~included~~stock of the ~~Down-Round~~Company ~~Provision~~over the five trading days preceding the date of exercise.

OnThe ~~December~~First ~~17, 2015 (the “December Amendment Date”), as part of the second definitive Letter Agreement with KFBV (the “Second~~ KF ~~Letter~~Warrants ~~Agreement”),~~were ~~which~~determined ~~was~~to ~~superseded~~be by a ~~formal~~derivative ~~Loan~~under ~~Agreement~~ASC ~~dated~~815. ~~January~~At 8March 31, ~~2016~~2020, the ~~Company~~fair ~~agreed~~value toof ~~decrease~~ the ~~exercise~~derivative ~~price~~liability ~~for~~associated ~~Amended~~with ~~Warrants~~the ~~and~~First ~~September~~KF Warrants ~~from~~was $~~0.50 per share to $0.~~10 ~~per share and extend the expiration date of warrants to January 15~~,449 ~~2021.~~(December ~~In addition~~31, ~~the~~2019 ~~Company~~- ~~exercised its option to extend the maturity of the First KF Loan to January 15~~$11, ~~2017~~643), byand ~~issuing~~was ~~the~~determined ~~Lender~~using ~~1,194,332 First Extension Warrants, being an equivalent to one-half of~~ the ~~outstanding~~Binomial ~~principal~~Lattice ~~and~~model ~~unpaid~~using ~~interest on~~ the ~~First~~following ~~KF Loan as at January 15, 2016. First Extension Warrants have an initial exercise price of $0.10 per share expiring on September 1, 2021.~~assumptions:

The Company did not repay the First KF Loan on January 15, 2017, when due, and as such the First KF Loan is in default. The Company recorded a penalty on unpaid balance of $131,978, representing 5% of the full balance due under the First KF Loan on January 15, 2017. The Company has not been served with a default notice by KFBV.

	At March 31, 2020	At December 31, 2019
Share Price	$0.0021	$0.0028
Expected Warrant Life	0.79 and 1.42 years	1.04 and 1.67 years
Risk-Free Interest Rate	0.17%	1.58% and 1.59%
Expected Dividend Yield	Nil	Nil
Expected Stock Price Volatility	32% and 60%	32% and 60%

During the nine months ended September 30, 2019, the Company recorded $416,930 (2018 - $359,189) in interest expense on the First KF Loan at 15% per annum, the default rate of interest.

F-8

AtSecond ~~September 30, 2019, the fair value of the derivative liability associated with the warrants issued pursuant to the First~~ KF Loan ~~Agreement was $20,898 (December 31, 2018 - $42,990).~~Payable

At ~~September~~March 3031, ~~2019~~2020, ~~and~~the ~~December~~Company 31owed KFBV a total of $4,915,939 ~~2018~~under a loan agreement dated for reference July 28, 2014, as amended on December 17, 2015 (the ~~fair~~“Second ~~values~~KF Loan”). The principal under the Second KF Loan accumulated interest at 10% per annum compounded monthly. The Company did not repay the Second KF Loan on January 15, 2017, its amended maturity date, therefore as of ~~Amended~~January ~~Warrants~~15, ~~September~~2017, ~~Warrants~~the interest rate increased to 15%, the default rate of interest, and ~~First~~the ~~Extension~~Company ~~Warrants~~recorded ~~were~~a ~~revalued~~penalty ~~using~~of $147,779, representing 5% of the ~~Binomial~~full ~~Lattice~~balance ~~model~~due ~~using~~under the Second ~~following~~KF ~~assumptions:~~Loan on its maturity.

	At September 30, 2019	At December 31, 2018
Expected Warrant Life	1.30 and 1.92 years	2.04 and 2.67 years
Risk-Free Interest Rate	1.75% and 1.63%	2.48% and 2.46%
Expected Dividend Yield	Nil	Nil
Expected Stock Price Volatility	32% and 60%	32% and 60%

During the three months ended March 31, 2020, the Company recorded $173,960 (2019 - $148,200) in interest expense on the Second KF Loan at 15% per annum, the default rate of interest.

In consideration for the Second KF ~~Business~~Loan, ~~Ventures~~as amended, the Company issued to KFBV non-transferrable share purchase warrants to purchase an aggregate of 10,937,320 shares of its common stock at an exercise price of $0.10 per share, as amended. Warrants for 9,600,000 expire on January 15, 2021, and warrants for 1,337,320 shares expire on September 1, 2021 (the “Second KF Warrants”). The Second KF Warrants include a down-round provision whereby the exercise price of the Second KF Warrants could be adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the Second KF Warrants; in case of the Company defaulting on repayment of the Second KF Loan, ~~Agreement~~the Second KF Warrants can be exercised at a 50% discount to volume weighted average price of the common stock of the Company over the five trading days preceding the date of exercise.

OnThe ~~July~~Second ~~28,~~KF ~~2014,~~Warrants ~~the~~were ~~Company~~determined ~~entered~~to ~~into~~be a ~~second~~derivative ~~loan~~under ~~agreement~~ASC ~~with the Lender (the “Second KF Loan Agreement”)~~815. ~~Under~~At ~~the~~March ~~Second~~31, ~~KF Loan Agreement~~2020, the ~~Lender~~fair ~~agreed~~value toof ~~lend~~the toderivative ~~the~~liability ~~Company~~associated ~~$2,400,000~~with (the “Second KF ~~Loan”),~~Warrants towas ~~be advanced in eight equal installments of~~ $~~300~~10,~~000~~938 ~~each~~(December 31, ~~commencing~~2019 on- ~~September 1~~$12, ~~2014~~275), and onwas ~~the~~determined ~~first~~using ~~day~~the ofBinomial ~~each~~Lattice ~~consecutive~~model ~~calendar~~using ~~month~~the ~~thereafter~~following ~~until fully advanced.~~assumptions:

The initial maturity date under the Second KF Loan Agreement was January 15, 2016, with an option to further extend the maturity date to January 15, 2017, by issuing additional share purchase warrants (the “Second Extension Warrants”) equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Second KF Loan is unsecured and has an effective interest rate of 1,729%, which was due primarily to the recording of non-cash accretion interest.

	At March 31, 2020	At December 31, 2019
Share Price	$0.0021	$0.0028
Expected Warrant Life	0.79 and 1.42 years	1.04 and 1.67 years
Risk-Free Interest Rate	0.17%	1.58% and 1.59%
Expected Dividend Yield	Nil	Nil
Expected Stock Price Volatility	15% and 60%	15% and 60%

InThird ~~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 (the “Second KF Warrants”). At the discretion of the Lender the Second KF Warrants for up to 4,800,000 shares of common stock can be acquired by way of a cashless exercise.Payable

~~The~~At ~~Second~~March KF31, ~~Warrants~~2020, ~~were~~the ~~determined~~Company toowed beKFBV a ~~derivative~~total of $2,741,045 under ~~ASC~~a ~~815;~~loan ~~therefore~~agreement dated for reference January 8, 2016 (the “Third KF Loan”). The principal under the Third KF Loan accumulated interest at ~~initial~~10% ~~measurement~~per annum compounded monthly. The Company did not repay the Third KF Loan on January 15, 2017, its maturity date, therefore as of January 15, 2017, the ~~proceeds~~interest ~~were~~rate ~~allocated~~increased to 15%, the ~~fair~~default ~~value~~rate of interest, and the Company recorded a penalty of $82,399, representing 5% of the ~~Second~~full balance due under the Third KF ~~Warrants~~Loan ~~first~~on ~~and~~its ~~any~~maturity. ~~residual~~The ~~proceeds~~Third KF Loan may be converted into shares of the Company’s common stock at a conversion price of $0.10 per share (the “Third KF Loan Conversion Feature”). In case of default, the conversion price is calculated based on a 50% discount to the ~~loan~~volume ~~principal~~weighted average price of the Company’s stock over the last five days of trading immediately preceding the date of exercise.

AtDuring ~~issuance~~the ~~date,~~three ~~the~~months ~~fair~~ended ~~value~~March of31, 2020, the ~~Second~~Company KFrecorded ~~Warrants~~$96,997 ~~was~~(2019 - $582,~~388,652~~634) ~~and~~in ainterest ~~value~~expense ofon ~~$Nil~~the ~~was~~Third ~~allocated~~KF toLoan at 15% per annum, the ~~principal~~default rate of interest.

OnIn ~~December~~consideration ~~17,~~for ~~2015, as part of~~ the ~~Second~~Third KF ~~Letter~~Loan Agreement, ~~which~~the ~~was~~Company ~~superseded~~issued byto aKFBV ~~formal~~non-transferrable ~~Loan~~share ~~Agreement~~purchase ~~dated~~warrants ~~January~~for a total of 8, ~~2016~~000,000 shares of the Company’s ~~agreed~~common tostock, ~~decrease~~exercisable ~~the~~at ~~exercise~~a price ~~for~~of ~~the Second KF Warrants from~~ $0.~~50 per share to $0.~~10 per share ~~and~~for ~~extend~~a ~~the~~period ~~expiration~~expiring ~~date of these warrants to~~ January 15, 2021 (the “Third KF Warrants”). The ~~Second~~Third KF Warrants ~~included~~include a down-round provision whereby the exercise price of the ~~Second~~Third KF Warrants could ~~have~~be ~~been~~ adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the ~~Second~~Third KF Warrants~~. In~~; ~~addition,~~in case of the Company ~~exercised~~defaulting ~~its~~on ~~option~~repayment ~~to extend the maturity~~ of the Third ~~Second~~ KF Loan, tothe ~~January~~Third ~~15,~~KF ~~2017,~~Warrants bycan ~~issuing~~be ~~the~~exercised ~~Lender~~at ~~1,337,320~~a ~~Second~~50% ~~Extension~~discount ~~Warrants,~~to ~~being~~volume anweighted ~~equivalent~~average toprice ~~one-half~~ of the ~~outstanding~~common ~~principal~~stock ~~and~~of ~~unpaid~~the ~~interest~~Company asover atthe ~~January~~five ~~15,~~trading ~~2016.~~days ~~Second~~preceding ~~Extension~~the ~~Warrants~~date ~~have an initial exercise price~~ of $0exercise.~~10 per share expiring on September 1, 2021.~~

The Company did not repay the Second KF Loan on January 15, 2017, when due, and as such the Second KF Loan is in default. The Company recorded a penalty on unpaid balance of $147,779, representing 5% of the full balance due under the Second KF Loan on January 15, 2017. The Company has not been served with a default notice by KFBV.

During the nine months ended September 30, 2019, the Company recorded $466,844 (2018 - $402,191) in interest expense on the Second KF Loan at 15% per annum, the default rate of interest.

At September 30, 2019, the fair value of the derivative liabilities associated with the Second KF Warrants and the Second Extension Warrants was $21,875 (December 31, 2018 - $45,087).

F-9

AtThe ~~September~~Third ~~30,~~KF ~~2019~~Warrants and ~~December~~the Third KF Loan Conversion Feature were determined to be derivatives under ASC 815. At March 31, ~~2018~~2020, the fair ~~values~~value of the ~~Second~~derivative liability associated with the Third KF Warrants ~~and~~was ~~Second~~$8,000 ~~Extension~~(2019 ~~Warrants~~- ~~were~~$8,000), ~~revalued~~and was determined using the Binomial Lattice model using the following assumptions:

	At September 30, 2019	At December 31, 2018
	At March 31, 2020	At December 31, 2019
Expected Warrant Life	1.30 and 1.92 years	2.04 and 2.67 years
Share Price	$0.0021	$0.0028
Risk-Free Interest Rate	1.75% and 1.63%	2.48% and 2.46%
Expected Warrant Life	0.79 years	1.04 years
Risk-Free Interest Rate	0.17%	1.59%
Expected Dividend Yield	Nil	Nil
Expected Stock Price Volatility	15% and 60%	15% and 60%
Average Expected Stock Price Volatility	60%	60%

The fair value of the Third KF ~~Business~~Loan ~~Ventures~~Conversion ~~Loan~~Feature ~~Agreement~~was determined using the Binomial Lattice model using the following assumptions:

On December 17, 2015, the Company entered into a Second KF Letter Agreement with the Lender, which was ratified by the formal definitive loan agreement signed on January 8, 2016 (the “Third KF Loan Agreement”). Under the Third KF Loan Agreement, the Lender agreed to lend to the Company $1,500,000 (the “Third KF Loan”), to be advanced in five equal installments of $300,000 each, commencing on execution of the Second KF Letter Agreement, and on the first day of each consecutive calendar month thereafter until fully advanced.

	At March 31, 2020	At December 31, 2019
Amount Eligible for Conversion	$2,658,647	$2,561,650
Share Price	$0.0021	$0.0028
Expected Life	on demand	on demand
Risk-Free Interest Rate	0.05%	1.48 %
Expected Dividend Yield	Nil	Nil
Expected Stock Price Volatility	57%	57%

The ~~maturity~~decrease ~~date~~in ~~under~~shares ~~the~~price ~~Third~~may KFresult ~~Loan~~in ~~Agreement~~the ~~was~~Company ~~January~~having ~~15,~~to ~~2017.~~issue ~~The~~up ~~Third~~to ~~KF Loan is unsecured and has an effective interest rate of~~ 2,~~339%~~532,044,575 ~~which was due primarily to the recording of non-cash accretion interest. At the discretion of the Lender the principal and accrued but unpaid interest under the Third KF Loan may be converted into~~ shares of ~~the~~its ~~Company’s~~ common stock atshould aKFBV ~~conversion~~decide ~~price of $0.10 per share, in minimum increments of $250,000 (the “Third KF Loan Conversion Feature”). In case of default, the conversion price is calculated based on a 50% discount~~ to ~~the volume weighted average price of the Company’s stock over the last five days of trading immediately preceding the date of~~ exercise. ~~The~~its ~~Down-Round~~conversion ~~Provision~~rights isunder ~~included in~~ the Third KF Loan ~~Conversion Feature~~.

In consideration for the Third KF Loan Agreement, the Company issued to the Lender non-transferrable share purchase warrants for a total of 8,000,000 shares of the Company’s common stock, exercisable at a price of $0.10 per share for a period expiring January 15, 2021 (the “Third KF Warrants”). At the discretion of the Lender the Third KF Warrants for up to 4,000,000 shares of common stock can be acquired by way of a cashless exercise. The Down-Round Provision is included in the Third KF Warrants.

The Third KF Warrants and the Third KF Loan Conversion Feature were determined to be derivatives under ASC 815; therefore, at initial measurement, the proceeds were allocated to the Third KF Warrants and the Third KF Loan Conversion Feature on pro-rata basis first and any residual proceeds to the principal.

At issuance date, the fair value of the Third KF Warrants and the Third KF Loan Conversion Feature was $509,760 and $990,239 respectively and a value of $1 was allocated to the principal.

The Company did not repay the Third KF Loan on January 15, 2017, when due, and as such the Third KF Loan is in default. The Company recorded a penalty on unpaid balance of $82,399, representing 5% of the full balance due under the Third KF Loan on January 15, 2017. The Company has not been served with a default notice by KFBV.

During the nine months ended September 30, 2019, the Company recorded $260,305 (2018 - $224,255) in interest expense on the Third KF Loan at 15% per annum, the default rate of interest.

As a consequence of the Third KF Loan being in default, the conversion price decreased to 50% of the volume weighted average price of the Company’s stock over the last five days of trading immediately preceding the date of exercise. The decrease in price may result in the Company having to issue up to 1,495,266,145 shares of its common stock should KFBV decide to exercise its conversion rights under the Third KF Loan Agreement.

At September 30, 2019, the fair value of the derivative liability associated with the Third KF Warrants and the Third KF Loan Conversion Feature were $16,000 (2018 - $40,000) and $2,990,532 (2018 - $2,125,510), respectively.

F-10

At September 30, 2019 and December 31, 2018, the fair value of the Third KF Warrants was revalued using the Binomial Lattice model using the following assumptions:

	At September 30, 2019	At December 31, 2018
Expected Warrant Life	1.30 years	2.04 years
Risk-Free Interest Rate	1.75%	2.48%
Expected Dividend Yield	Nil	Nil
Average Expected Stock Price Volatility	60%	60%

At June 30, 2019 and December 31, 2018, the fair value of the Third KF Loan Conversion Feature was revalued using the Binomial Lattice model using the following assumptions:

	At September 30, 2019	At December 31, 2018
Amount Eligible for Conversion	$2,467,189	$2,125,510
Share Price	$0.0033	$0.008
Expected Life	on demand	on demand
Risk-Free Interest Rate	1.91%	2.44%
Expected Dividend Yield	Nil	Nil
Expected Stock Price Volatility	57%	57%

Summary of KF Loans Payable

A summary of the discounted carrying value, deferred financing costs, accumulated accrued interest, penalty and principal of KF loans payable is as follows:

As at September 30, 2019
	Principal Outstanding		Accumulated Accrued Interest		Penalty		Total
First KF Loan Payable	$	2,000,000	$	1,951,700	$	131,978	$	4,083,678
Second KF Loan Payable		2,400,000		2,024,791		147,779		4,572,570
Third KF Loan Payable		1,500,000		967,189		82,399		2,549,588
	$	5,900,000	$	4,943,680	$	362,156	$	11,205,836
As at December 31, 2018
	Principal Outstanding		Accumulated Accrued Interest		Penalty		Total
First KF Loan Payable	$	2,000,000	$	1,534,770	$	131,978	$	3,666,748
Second KF Loan Payable		2,400,000		1,557,947		147,779		4,105,726
Third KF Loan Payable		1,500,000		706,884		82,399		2,289,283
	$	5,900,000	$	3,799,601	$	362,156	$	10,061,757

F-11

Summary of the Derivative Liability - Conversion Feature

A summary of the derivative liability associated with the Conversion Feature under the Third KF Loan Agreement is as follows:

As at September 30, 2019
As at March 31, 2020
	Fair Value at December 31, 2018	Change on Revaluation at September 30, 2019	Fair Value at September 30, 2019
	Fair Value at December 31, 2019	Change on Revaluation at March 31, 2020	Fair Value at March 31, 2020
Third KF Loan Conversion Feature	$ 21,~~125~~829,~~510~~750	$~~865~~702,~~022~~295	$ 2,~~990,~~532,045
As at December 31, 2018
As at December 31, 2019
	Fair Value at December 31, 2017	Change on Revaluation at December 31, 2018	Fair Value at December 31, 2018
	Fair Value at December 31, 2018	Change on Revaluation at December 31, 2019	Fair Value at December 31, 2019
Third KF Loan Conversion Feature	$ 12,~~968~~125,~~174~~510	$~~157~~(295,~~336~~760)	$ 21,~~125~~829,~~510~~750

F-10

Summary of the Derivative Liabilities - Warrants

A summary of the derivative liabilities associated with the warrants under the KF Loan Agreements and their amendments is as follows:

As at September 30, 2019
As at March 31, 2020
	Fair Value at December 31, 2018		Change on Revaluation at September 30, 2019		Fair Value at September 30, 2019
	Fair Value at December 31, 2019		Change on Revaluation at March 31, 2020		Fair Value at March 31, 2020
9,254,546 warrants (Amended Warrants and September Warrants)	$	37,018	$	(18,509)	$	18,509
First KF Warrants	$	11,643	$	(1,194)	$	10,449
1,194,332 warrants (First Extension Warrants)		5,972		(3,583)		2,389
Second KF Warrants		12,275		(1,337)		10,938
9,600,000 warrants (Second KF Warrants)		38,400		(19,200)		19,200
Third KF Warrants		8,000		-		8,000
1,337,320 warrants (Second Extension Warrants)		6,687		(4,012)		2,675
Total	$	31,918	$	(2,531)	$	29,387
8,000,000 warrants (Third KF Warrants)		40,000		(24,000)		16,000
As at December 31, 2019
Total	$	128,077	$	(69,304)	$	58,773
	Fair Value at December 31, 2018		Change on Revaluation at December 31, 2019		Fair Value at December 31, 2019
As at December 31, 2018
First KF Warrants	$	42,990	$	(31,347)	$	11,643
	Fair Value at December 31, 2017		Change on Revaluation at December 31, 2018		Fair Value at December 31, 2018
Second KF Warrants		45,087		(32,812)		12,275
9,254,546 warrants (Amended Warrants and September Warrants)	$	46,273	$	(9,255)	$	37,018
Third KF Warrants		40,000		(32,000)		8,000
1,194,332 warrants (First Extension Warrants)		7,166		(1,194)		5,972
Total	$	128,077	$	(96,159)	$	31,918
9,600,000 warrants (Second KF Warrants)		48,000		(9,600)		38,400
1,337,320 warrants (Second Extension Warrants)		8,024		(1,337)		6,687
8,000,000 warrants (Third KF Warrants)		48,000		(8,000)		40,000
Total	$	157,463	$	(29,386)	$	128,077

F-12

NOTE 5 - SHARE CAPITAL

During the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020, the Company did not have any transactions that resulted in issuance of its common stock.

Warrants

AAt ~~continuity~~March ~~schedule~~31, of2020 and December 31, 2019, the Company had 29,386,198 warrants isissued and exercisable as follows:

	September 30, 2019	December 31, 2018
Exercise price	Expiry date	Number of warrants outstanding
Warrants, beginning	29,386,198	29,886,198
$0.0011	January 15, 2021	26,854,546
Warrants, expired	-	(500,000)
$0.0011	September 1, 2021	2,531,652
Warrants, outstanding	29,386,198	29,386,198
$0.0011		29,386,198

~~Details~~At ofMarch ~~warrants~~31, ~~outstanding~~2020, asthe atweighted-average ~~September~~remaining ~~30,~~contractual ~~2019~~life ~~are~~of asthe ~~follows:~~outstanding share purchase warrants was 0.85 years.

Exercise price	Expiry date	Number of warrants outstanding
$0.10	January 15, 2021	26,854,546
$0.10	September 1, 2021	2,531,652
		29,386,198

At September 30, 2019, the weighted-average remaining contractual life of the outstanding share purchase warrants was 1.35 years.

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 a 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.

~~Details of options outstanding and exercisable as at September 30, 2019 and December 31, 2018 are as follows:~~F-11

Exercise price	Grant date	Balance at September 30, 2019 and December 31, 2018
$0.10	September 8, 2014	2,500,000
		2,500,000

A continuity schedule of options is as follows:

At September 30, 2019, the remaining contractual life of the outstanding options to purchase the shares of the Company’s common stock was 1.94 years.

	March 31, 2020	December 31, 2019
Options, beginning	2,000,000	2,500,000
Options, expired	-	(500,000)
Options, outstanding	2,000,000	2,000,000

OnAt ~~September~~March 831, ~~2014~~2020, the ~~Company~~remaining ~~granted~~contractual ~~options~~life toof ~~acquire~~the upoutstanding options to ~~2,500,000~~purchase the shares of the Company’s common stock towas ~~a Director (the “Options”). These Options were issued under the 2014 Plan. The Options vested at a rate of 500,000 shares per year, beginning September~~ 1~~, 2014, and had initial exercise price of $0~~.5094 ~~per share. The Options expire five~~ years ~~after the vesting date thereof~~. ~~On December 17, 2015, the Options were repriced to $0.10 in accordance with the provisions under the Stock Option Agreement with the Director.~~

~~F-13~~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 vested at a rate of 500,000 shares per year, beginning September 1, 2014, and had initial exercise price of $0.50 per share. The Options expire five years after the vesting date thereof. On December 17, 2015, the Options were repriced to $0.10 in accordance with the provisions under the Stock Option Agreement with the Director. As at March 31, 2020, 500,000 options expired unexercised.

F-12

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

Cautionary Statement Regarding Forward-Looking Statements

The information in this Quarterly Report contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding Triton’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Triton files with the Securities and Exchange Commission.

The forward-looking statements in this Quarterly Report on Form 10-Q for the interim period ended ~~September~~March 3031, ~~2019~~2020, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

All forward-looking statements are made as of the date of the filing of this Quarterly Report on Form 10-Q and Triton disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Triton may, from time to time, make oral forward-looking statements. Triton strongly advises that the above paragraphs and the risk factors described in this Quarterly Report and in Triton’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Triton to materially differ from those in the oral forward-looking statements. Triton disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

Cautionary Statement of No Auditor Review

The unaudited interim condensed consolidated financial statements included in this quarterly report on Form 10-Q have not been reviewed by ~~the~~an ~~Company’s~~ independent auditor. They have been prepared by management of the Company 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.

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K along with unaudited, management prepared, consolidated financial statements for the year ended December 31, ~~2018~~2019, filed with the United States Securities and Exchange Commission (the “SEC”) on ~~April~~March 130, ~~2019~~2020.

OVERVIEW

We were incorporated under the laws of the State of Delaware on March 2, 2000. We are in the business of developing and marketing emission abatement technologies for the marine industry worldwide.

Our main products are represented by the Njord Exhaust Gas Scrubber System (the “Njord System”) and the DSOX Fuel Purification System (the “DSOX-20” or “DSOX System”). The main purpose of the Njord System is to clean the exhaust gases from excess sulfur following the internal combustion process within a ships’ engine, whereas the DSOX-20 is a pre-combustion de-sulfurization technology designed to remove alkali metals, such as sulfur and sodium, from heavy marine fuel.

Both systems can work as stand-alone units orand can be used in conjunction with one another to get the ultimate results. The fairly small size of Njord System and capability of it working in both open and closed loop modes makes the system versatile for installation on new builds as well as for retrofitting existing vessels. Its unique design does not require the addition of any chemicals and results in minimal back pressure, allowing for an extended longevity of a ships’ engine.

On ~~August~~April 86, ~~2018~~2020, ~~the~~we ~~Company~~received ~~entered~~a ~~into~~notice anfrom ~~executive~~Dale ~~recruitment~~Matheson ~~search~~Carr-Hilton ~~agreement~~Labonte ~~(the~~LLP (“~~Executive Search Agreement~~DMCL”) ~~to identify~~, ~~source,~~our ~~and~~independent vet companies who would be interested in partnering with the Company or entering into a joint venture arrangements to continue the development of the Company’s Emission Technologies as well as to identify potential individual candidates for the currently vacant position of CEO of the Company. The Company agreed to a $50auditor,~~000~~ ~~minimum~~regarding ~~fee~~their ~~payable upon the successful completion of the Executive Search Agreement~~resignation, of which ~~$7,500~~was ~~retainer~~made ~~has~~effective ~~been~~April ~~paid~~6, ~~on signing the Executive Search Agreement~~2020. AsBased ofon the ~~date~~confirmation offrom ~~this Quarterly Report on Form 10-Q~~DMCL, ~~the~~no ~~Company~~reportable ~~was~~event ~~not~~has ~~able~~arisen toduring ~~retain a new CEO or engage a potential company to continue its work on~~ the ~~development~~term of ~~the~~their ~~Company’s Emission Technologies~~engagement.

RESULTS OF OPERATIONS

Three ~~and Nine~~ Months Summary

	Three Months Ended					~~Nine Months Ended~~
	September 30, 2019		September 30, 2018		Percentage Increase / (Decrease)	September 30, 2019		September 30, 2018		Percentage Increase / (Decrease)
	March 31, 2020		March 31, 2019		Percentage Increase / (Decrease)
Operating expenses	$	(47,~~463~~122)	$	(1518,~~714~~100)	(7160.67)%	$	~~(35,304)~~	$	~~(23,331)~~	~~51.3%~~
Change in fair value of derivative liabilities		(~~614~~699,~~320~~764)		17(437,~~156~~258)	~~(3,680~~60.8)0%		~~(795,718)~~		~~(281,263)~~	~~182.9%~~
Gain on divestiture of subsidiary		-		-	n/a		-		11,871	(100.0)%
Foreign exchange gain (loss)		16,813		(3,769)	(546.1)%
Interest		(~~431~~459,~~979~~318)		(~~373~~393,~~649~~108)	1516.68%		~~(1,237,271)~~		~~(1,070,150)~~	~~15.6%~~
Stock-based compensation		-		(9,115)	(100.0)%		-		(32,684)	(100.0)%
Net loss	$	(1,149,391)	$	(852,235)	34.9%
Net loss	$	(1,050,762)	$	(381,322)	(175.6)%	$	(2,068,293)	$	(1,395,557)	48.2%

Revenues

We did not generate any revenue during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019. Due to significant shortage of financial resources, we do not expect to have ~~significant~~ operating revenue in the foreseeable future.

Operating Expenses

During the three-month period ended ~~September~~March 3031, ~~2019~~2020, our operating expenses decreased by $10,~~251~~978 or 7160.67% to $47,~~463~~122 as compared to $1518,~~714~~100 we incurred during the three-month period ended ~~September~~March 3031, ~~2018~~2019. The largest expense items during the current period included professional fees of $3,~~363~~123 (~~2018~~2019 - $914,~~411~~314), which were mainly associated with maintenance of our patents and patent applications, and filing and regulatory fees of $23,~~750~~238 (~~2018~~2019 - $2,~~044~~308)~~, and realized gain on foreign exchange, which amounted to $2,230 (2018 - loss of $3,126)~~.

During the nine-month period ended September 30, 2019, our operating expenses totaled $35,304, an increase of $11,974, or 51.3%, as compared to $23,331 we incurred during the nine-month period ended September 30, 2018. The largest expense items during the current nine-month period included professional fees of $20,424 (2018 - $16,945), which were mainly associated with maintenance of our patents and patent applications, filing and regulatory fees of $6,153 (2018 - $7,890), and realized loss on foreign exchange, which amounted to $5,461 (2018 - gain of $5,606).

Other Items

During the three months ended ~~September~~March 3031, ~~2019~~2020, we recorded $~~614~~699,~~320~~764 loss (~~2018~~2019 - $17437,~~156 gain~~258) on cumulative change in the fair value of the derivative liabilities associated with the warrants we issued to KFBV pursuant to the KF Loans and the conversion feature available under the Third KF Loan ~~Agreement~~. The cumulative change in fair value of the derivative liabilities consisted of $~~Nil~~2,531 gain (~~2018~~2019 - $6118,~~304~~854 ~~gain~~loss) we recorded on the fair values of the derivative liabilities associated with the ~~warrants~~KF Warrants and $~~614~~702,~~320~~295 loss (~~2018~~2019 - $44418,~~148~~404) we recorded on fair values of the derivative liability associated with the conversion feature available under the Third KF Loan Agreement.

During the three months ended March 31, 2020, we recorded a total of $459,318 in interest expenses (2019 - $393,108), of which $426,318 was associated with interest accrued on KF Loans (2019 - $363,189) and $33,000 was associated with interest accrued on the notes payable we issued to Mr. Norling, KFBV, and other third-party lenders (2019 - $29,919).

During the three months ended March 31, 2020 we recorded an unrealized gain on foreign exchange, which amounted to $16,813 (2019 - loss of $3,769).

During the three months ended September 30, 2019, we recorded $399,859 in interest on KF Loans (2018 - $344,482). Further $32,120 in interest expense (2018 - $29,167) was associated with interest accrued on the notes payable we issued to Mr. Norling, KFBV, and other third-party lenders.

During the three months ended September 30, 2018, we recorded $9,115 in stock-based compensation in respect of options to acquire shares of our common stock granted to our chairman of the board of directors. We did not have similar transactions during the three months ended September 30, 2019.

During the nine months ended September 30, 2019, we recorded $795,718 (2018 - $281,263) loss on cumulative change in the fair value of the derivative liabilities associated with the warrants we issued to KFBV pursuant to the KF Loans and the conversion feature available under the Third KF Loan Agreement. The cumulative change in fair value of the derivative liabilities consisted of $69,304 gain (2018 - $69,304) we recorded on the fair values of the derivative liabilities associated with the warrants, and $865,022 loss (2018 - $350,567) we recorded on fair value of the derivative liability associated with the conversion feature available under the Third KF Loan Agreement.

During the nine months ended September 30, 2019, we recorded $1,144,079 (2018 - $985,634) in interest on KF Loans. Further $93,192 (2018 - $84,516) in interest expense was associated with interest accrued on the notes payable we issued to Mr. Norling, KFBV, and other third-party lenders.

During the nine months ended September 30, 2018, we recorded $32,684 in stock-based compensation in respect of options to acquire shares of our common stock granted to our chairman of the board of directors, and recognized $11,871 gain on divestiture of our Swedish subsidiary. We did not have similar transactions during the nine months ended September 30, 2019.

Liquidity and Capital Resources

Our financial position at ~~September~~March 3031, ~~2019~~2020 and December 31, ~~2018~~2019 was as follows:

	September 30, 2019		December 31, 2018
	March 31, 2020		December 31, 2019
Current assets	$	2010,~~068~~010	$	1413,~~865~~605
Current liabilities		1819,~~837~~257,~~005~~812		1618,~~763~~112,~~509~~016
Working capital deficit	$	(1819,~~816~~247,~~937~~802)	$	(1618,~~748~~098,~~644~~411)

As of ~~September~~March 3031, ~~2019~~2020, we had a cash balance of $~~905~~2,389, a working capital deficit of $1819,~~816~~247,~~937~~802, and cash flows used in operations of $~~25,890~~61 for the ~~nine~~three months then ended. Of our working capital deficit at ~~September~~March 3031, ~~2019~~2020, $5829,~~773~~387 was attributed to the fair value of the derivative liabilities associated with the ~~warrants we issued to KFBV as partial consideration for the~~ KF ~~Loans,~~Warrants and $2,~~990,~~532,045 was attributed to the ~~conversion feature included in the~~ Third KF Loan ~~Agreement~~Conversion Feature. During the ~~nine~~three-month period ended ~~September~~March 3031, ~~2019~~2020, we funded our operations with $~~25,827~~612 we received from KFBV; ~~these~~under the advances for working capital which accumulate interest at 10% per annum compounded monthly.

As of ~~September~~March 3031, ~~2019~~2020, we owed a total of $1112,~~205~~047,~~836~~322 (~~2018~~2019 - $1011,~~061~~621,~~757~~004) to KFBV under the terms of the First KF Loan, the Second KF Loan and the Third KF Loan, consisting of (i) $5,900,000 (~~2018~~2019 - $5,900,000) in principal amount of all ~~advances~~KF ~~made to that date~~Loans, (ii) $1,343,113 (~~2018~~2019 - $1,343,113) in accrued interest thereon calculated using the stated interest rate of 10% per annum compounded monthly until January 15, 2017, when all KF Loans became due and payable, (iii) $34,~~600~~442,~~567~~053 (~~2018~~2019 - $24,~~456~~015,~~488~~735) in accrued interest at a default rate of interest, which was calculated on $7,243,113 owed and payable on January 15, 2017, and (iv) $362,156 (~~2018~~2019 - $362,156) ~~in financing costs~~ associated with penalty we accrued on an unpaid balance due on January 15, 2017.

During the ~~nine~~three-month period ended ~~September~~March 3031, ~~2019~~2020, ~~we did not generate sufficient cash flows from~~ our operating activities towere ~~satisfy~~not ~~our~~generating any cash ~~requirements~~flows. Our only ~~significant~~ source of financing during the ~~nine~~three-month period ended ~~September~~March 3031, ~~2019~~2020, came from KFBV advances for working capital. The amount of cash that we have generated from our operations to date is significantly less than our current debt obligations, including our debt obligations under the KF Loans, which became due and payable on January 15, 2017, and as of the date of the filing of this Form 10-Q are in default.

4There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the KF Loans should KFBV furnish us with a demand to pay, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing, or re-negotiate the terms of our debt obligations. Our ability to raise financing from other sources is restricted under the terms of the KF Loan Agreements. Under the terms of those agreements, we may not incur additional debt financing (other than trade payables incurred in the ordinary course of business), sell any material assets, sell any of our equity securities as part of any transaction that would result in a change in control, or engage in any corporate reorganization while any amounts remain outstanding under KF Loan agreements without KFBV’s prior written consent.

There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the KF Loans when due, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing, or re-negotiate the terms of our debt obligations. Our ability to raise financing from other sources is restricted under the terms of the KF Loan Agreements. Under the terms of those agreements, we may not incur additional debt financing (other than trade payables incurred in the ordinary course of business), sell any material assets, sell any of our equity securities as part of any transaction that would result in a change in control, or engage in any corporate reorganization while any amounts remain outstanding under those agreements without KFBV’s prior written consent.

Although Robert C. Kopple, the Chairman of our Board of Directors, is the principal of KFBV, there is no assurance that we will be able to obtain additional financing from KFBV, re-negotiate the terms of the KF Loans, or obtain KFBV’s consent to other financing alternatives, if needed.

Cash Flows

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2019		2018
	2020		2019
Cash flows used in operating activities	$	(~~25,890~~61)	$	(319,~~955~~354)
Cash flows provided by financing activities		~~25,827~~612		279,~~839~~392
Cash flows provided by investing activities		-		557
Net increase in cash during the period	$	551	$	38
Effects of foreign currency exchange		-		(70)
Net decrease in cash during the period	$	(63)	$	(3,629)

Net Cash Used in Operating Activities

Net cash used in operating activities during the ~~nine~~three-month period ended ~~September~~March 3031, ~~2019~~2020, was $~~25,890~~61. This cash was primarily used to cover our cash operating expenses of $307,~~102~~112 and towas ~~increase~~offset ~~our prepaid expenses~~ by a $54,~~266;~~146 ~~these~~decrease ~~uses~~in ofour ~~cash~~prepaid ~~were~~expenses, ~~offset~~and bya $82,~~004~~905 increase in our accounts payable, and ~~$576 and $898 increases in~~ accrued liabilities ~~and amounts due to related parties, respectively~~.

Net cash used in operating activities during the nine-month period ended September 30, 2018, was $31,955. This cash was primarily used to cover our cash operating expenses of $17,084, to increase our prepaid expenses by $12,528, to decrease our wages payable by $15,641, and to reduce our accrued liabilities by $1,019. These uses of cash were offset by increases in the accounts payable of $12,348 and the amounts due to related parties of $1,969.4

Net cash used in operating activities during the three-month period ended March 31, 2019, was $9,354. This cash was primarily used to cover our cash operating expenses of $18,068 and was offset by a $5,761 decrease in our prepaid expenses, and a $2,953 increase in our accounts payable.

Non-cash Items

During the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019, our net loss was further increased by the following expenses that did not have any impact on cash used in operations:

·$1459,~~237,271~~318 (~~2018~~2019 - $1393,~~070,150~~108) in interest we accrued on our notes and advances payable, of which $1426,~~144,079~~318 (~~2018~~2019 - $~~985~~363,~~634~~189) ~~were~~was associated with interest we accrued on the balances payable on the KF Loans ~~which became due and payable on January 15, 2017~~;

·$~~795~~699,~~718~~764 loss (~~2018~~2019 - $~~281~~437,~~263~~258) ~~loss~~ we recorded on revaluation of the derivative liabilities associated with the ~~warrants we issued to KFBV as consideration for the~~ KF ~~Loans~~Warrants and ~~conversion feature included in~~ the Third KF Loan ~~Agreement,~~Conversion Feature as, pursuant to the guidance provided by ASC 815, we must revalue derivative liability at each reporting period based on the fair market value of ~~the~~our ~~underlying~~common ~~variable~~shares on the reporting date.

·$516,~~202~~803 ~~loss~~gain (~~2018~~2019 - $53,~~624~~801 ~~gain~~loss) we recorded on changes associated with foreign exchange fluctuations.

In addition to the expenses noted above, during our nine-month period ended September 30, 2018, we recorded $32,684 in stock-based compensation associated with an option to acquire shares of our common stock which we granted to the chairman of our board of directors under the 2014 Plan. We did not have any expenses associated with stock-based compensation during the nine-month period ended September 30, 2019.

Net Cash Provided by Financing Activities

During the ~~nine~~three-month period ended ~~September~~March 3031, ~~2019~~2020, KFBV advanced to us $~~25,827~~612 (~~2018~~2019 - $279,~~839~~392) for working capital. These advances accumulate interest at 10% per annum and are payable on demand.

As of ~~September~~March 3031, ~~2019~~2020, we owed a total of $1112,~~205~~047,~~836~~322 under the KF Loans, consisting of (i) $5,900,000 in principal amount of all ~~advances~~KF ~~made to that date~~Loans, (ii) $1,343,113 in accrued interest thereon calculated using the stated interest rate of 10% per annum, (iii) $34,~~600~~442,~~567~~053 in accrued interest at a default rate of interest, and (iv) $362,156 ~~in financing costs~~ associated with late payment fee we accrued on an unpaid balance. ~~The KF Loans became~~ due ~~and payable~~ on January 15, 2017,. ~~and~~At atMarch ~~September~~31, 302020, ~~2019~~the KF Loans were in default; however, we have not been served with a default notice by KFBV.

Going Concern

The notes to our condensed consolidated financial statements at ~~September~~March 3031, ~~2019~~2020, disclose our uncertain ability to continue as a going concern. As of the date of this Quarterly report on Form 10-Q we have accumulated a deficit of $82,~~298~~729,~~631~~496 and additional financing will be required to fund and support our operations.

In February of 2017, majority of our top management resigned from their positions with the Company. Resignations of Mr. Aasen and Mr. Norling have left the Company without technical expertise required for the Company to continue development and marketing of our emission technologies, creating an uncertainty as to our ability to finalize our current projects to install aour ~~land-based~~ DSOX Fuel Purification ~~System for LMS, and to install a DSOX System on board of a vessel operated by DCL~~Systems. ~~These contracts were earlier placed on hold until such time that our technology can be proven through testing.~~ In April 2017 we commissioned Norling Inc. to perform the ~~required~~testing ~~tests~~of our DSOX Fuel Purification Systems, which were completed in late June 2017, however, did not yield satisfactory results required to secure a potential ~~contract~~contracts on installation.

The results of the tests confirmed that more research and further improvements to our emission abatement systems will be required in order to achieve industry-specific requirements. Should we decide to continue our operations and further development of our DSOX and NJORD Systems, we will be required to retain several engineers with relevant experience in the emission abatement technologies to work on the above projects. In order to be able to retain new staff or consultants we will be required to raise additional debt or equity financing, which may become challenging based on the current debt covenants under our existing KFBV Loan Agreements, and our share structure.

On April 6, 2020, our independent auditor resigned. Based on the confirmation from DMCL, no reportable event has arisen during the term of their engagement, however, we do not have sufficient funds to continue to retain their services.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Uncertainty due to Global Outbreak of COVID-19

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.

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. 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.

Principles of Consolidation

The unaudited interim consolidated financial statements include the accounts of Triton Emission Solutions Inc. and our wholly-owned subsidiary, Ecolutions, Inc. On consolidation, we eliminate all significant intercompany balances and transactions.

Revenue Recognition

Consulting Revenue

Revenue is realized when the service has been provided and the income is determinable and collectability is reasonably assured.

Revenue from the Installation and Servicing of the Fuel Purification Systems

We recognize the revenue using the completed contract method whereby revenue is only recognized when all the following conditions have been met: pervasive evidence of an agreement exists, when delivery of the product has occurred and title has transferred or services have been provided, and when collectability is reasonably assured.

Deposits received prior to the delivery of goods and services are recorded as unearned revenue.

Foreign Exchange Risk

We are subject to foreign exchange risk on some purchases which are denominated in Canadian dollars ~~and/or Swedish kronor~~. 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.

Stock Options and other Stock-based Compensation

For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. We recognize the stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement.

Fair Value of Financial Instruments

Our financial instruments include cash, accounts receivable, ~~loan receivable,~~ accounts payable, notes and advances payable, amounts due to related parties, loans payable and derivative liabilities. The fair values 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.

At ~~September~~March 3031, ~~2019~~2020, we had $~~905~~2,389 in cash on deposit with a large chartered Canadian bank. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

7Reclassifications

Certain prior period amounts in the accompanying unaudited interim condensed 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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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 Financial Officer and Chairman of our board of directors, 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 ~~September~~March 3031, ~~2019~~2020. Based on the evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not 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 due to limited segregation of duties and critical shortage of funding.

Due to financial constraints, the management decided not to engage services of an independent accountant to review its quarterly consolidated financial statements. To the management’s best knowledge the financial statements included in this Form 10-Q have been prepared in accordance with US GAAP and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X; they include all adjustments considered necessary for a fair presentation of the results of operations and financial position and all such adjustments are of a normal recurring nature.

During the quarter ended ~~September~~March 3031, ~~2019~~2020, other than noted above, 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.

AsWe aincorporate ~~“smaller~~by ~~reporting~~reference ~~company”~~the asRisk ~~defined~~Factors byincluded as Item 101A of ~~Regulation~~our SAnnual Report on Form 10-K, we ~~are~~filed ~~not~~with ~~required~~the toSecurities ~~provide~~and ~~information~~Exchange ~~required~~Commission byon ~~this~~March ~~item~~30, 2020.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation.⁽¹⁾
3.2		Certificate of Amendment to Certificate of Incorporation - Name Change to Artescope Inc.⁽¹⁾
3.3		Certificate of Amendment to Certificate of Incorporation - Name Change to GlobeTrac Inc.⁽²⁾
3.4		Certificate of Amendment to Certificate of Incorporation - Name Change to Poly Shield Technologies Inc.⁽³⁾
3.5		Certificate of Amendment to Certificate of Incorporation - Name Change to Triton Emission Solutions Inc.⁽⁴⁾
3.6		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.⁽⁵⁾
10.2		Loan Agreement dated June 29, 2012, in respect of the principal sum of CDN $40,000 between the Company and Quarry Bay Capital LLC.⁽³⁾
10.3		Loan Agreement dated June 29, 2012, in respect of the principal sum of CDN $100,000 between the Company and Quarry Bay Capital LLC.⁽³⁾
10.4		Loan Agreement dated June 29, 2012, in respect of the principal sum of CDN $50,000 between the Company and Quarry Bay Capital LLC.⁽³⁾
10.5		Employment Agreement between Rasmus Norling and Poly Shield Technologies Inc. dated December 1, 2012. ⁽⁶⁾
10.6		U.S. Patent Assignment Agreement dated January 12, 2013, between Rasmus Norling and Poly Shield Technologies Inc.⁽⁷⁾
10.7		European Patent Assignment Agreement dated January 12, 2013, between Rasmus Norling and Poly Shield Technologies Inc.⁽⁷⁾
10.8		Share Purchase Agreement dated January 31, 2013, between Rasmus Norling and Poly Shield Technologies Inc.⁽⁸⁾

Exhibit Number		Description of Exhibit
10.9		Collaboration Agreement dated November 15, 2012, between Ecolutions, Inc. and Green Tech Marine AS.⁽⁸⁾
10.10		Master Distributor Agreement dated November 15, 2012, between Ecolutions, Inc. and Green Tech Marine AS.⁽⁸⁾
10.11		License Agreement dated November 15, 2012, between Ecolutions, Inc. and Green Tech Marine AS. ⁽⁸⁾
10.12		Sales and Purchase Agreement dated July 18, 2013 between LMS Shipmanagement, Inc. and Poly Shield Technologies Inc.⁽⁹⁾
10.13		Term Sheet Agreement dated August 16, 2013 between Prestige Cruise Holdings, Inc., and Poly Shield Technologies Inc. (10)
10.14		Addendum to December 1, 2012 Employment Agreement, dated effective as of December 30, 2013. (11)
10.15		Letter Agreement dated January 15, 2014 between Poly Shield Technologies Inc. and KF Business Ventures, LP. (12)
10.16		Loan Agreement dated as of January 15, 2014 between Poly Shield Technologies Inc. and KF Business Ventures, LP. (13)
10.17		Addendum No. 2 to December 1, 2012 Employment Agreement, dated effective as of February 28, 2014. ⁽¹⁴⁾
10.18		Technology Transfer Agreement between Paer Tomas Rasmus Norling and Poly Shield Technologies Inc. dated effective as of March 10, 2014. (15)
10.19		Management Consulting Agreement between Paer Tomas Rasmus Norling and Poly Shield Technologies Inc. dated effective as of March 10, 2014. ⁽¹⁵⁾
10.20		Amendment No. 1 to Loan Agreement between Poly Shield Technologies Inc. and KF Business Ventures, LP dated effective as of March 10, 2014. ⁽¹⁵⁾
10.21		Purchase and Services Agreement between Magical Cruise Company, Limited and Poly Shield Technologies Inc. dated effective as of April 15, 2014.⁽¹⁶⁾
10.22		Loan Agreement between Poly Shield Technologies Inc. and KF Business Ventures, LP dated July 28, 2014. ⁽¹⁷⁾
10.25		2014 Stock Option Plan.⁽¹⁹⁾
10.26		Non-Qualified Stock Option Agreement for Robert C. Kopple dated September 8, 2014.⁽¹⁹⁾
10.27		Amendment No. 1 to Sales and Purchase Agreement dated as of January 12, 2015 between LMS Shipmanagement, Inc. and Triton Emission Solutions Inc.⁽²⁰⁾
10.28		Employment Agreement dated March 6, 2015, and effective as of March 23, 2015, between Anders Aasen and Triton Emission Solutions Inc.⁽²¹⁾
10.29		Loan Agreement dated July 28, 2015, in respect of the principal sum of $200,000 between Triton Emission Solutions Inc. and Paer Tomas Rasmus Norling.⁽²²⁾
10.30		Loan Agreement dated August 31, 2015, in respect of the principal sum of $200,000 between Triton Emission Solutions Inc. and KF Business Ventures LP.⁽²³⁾
10.31		Consulting Agreement between Robert Lipp and Triton Emission Solutions Inc. dated effective as of September 4, 2015.⁽²⁴⁾
10.32		Amendment No. 2 to Sales and Purchase Agreement dated as of November 5, 2015 between LMS Shipmanagement, Inc. and Triton Emission Solutions Inc. ⁽²⁵⁾
10.33		Loan Agreement dated November 6, 2015, in respect of the principal sum of $200,000 between Triton Emission Solutions Inc. and Paer Tomas Rasmus Norling.⁽²⁶⁾
10.34		Amendment to Sales and Purchase Agreement dated as of December 1, 2015 between LMS Shipmanagement, Inc. and Triton Emission Solutions Inc. ⁽²⁵⁾
10.35		Letter Agreement dated December 17, 2015 between Triton Emission Solutions Inc. and KF Business Ventures, LP.⁽²⁷⁾
10.36		Loan Agreement dated January 8, 2016 between Triton Emission Solutions Inc. and KF Business Ventures, LP.⁽²⁸⁾
10.37		Amendment Agreement to those loan agreements dated as of January 15, 2014, July 28, 2014, and August 31, 2015 between Triton Emission Solutions Inc. and KF Business Ventures, LP dated January 8, 2016.⁽²⁸⁾

109

Exhibit Number		Description of Exhibit
10.38		Amendment Agreement to those loan agreements dated July 28, 2015 and November 6, 2015 between Triton Emission Solutions Inc. and Paer Tomas Rasmus Norling dated January 8, 2016.(28)
10.39		Promissory Note dated September 13, 2016, in respect of the principal sum of $110,000 between Triton Emission Solutions Inc. and KF Business Ventures, LP.(29)
10.40		Amendment No. 3 to Sales and Purchase Agreement dated as of December 22, 2016, between LMS Shipmanagement, Inc. and Triton Emission Solutions Inc. (30)
10.41		Executive Recruitment Retained Search Agreement dated as of August 8, 2018, between Flagship Management LLC. and Triton Emission Solutions Inc.(31)
31.1		Certification of Chairman of the board of directors of the Company 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 Chairman of the board of directors of the Company 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.

Notes:

(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 July 13, 2012.

(4)Filed as an exhibit to our Current Report on Form 8-K filed on August 27, 2014.

(5)Filed as an exhibit to our Current Report on Form 8-K filed on November 14, 2005.

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

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

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

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

(10)Filed as an exhibit to our Current Report on Form 8-K filed on August 22, 2013.

(11)Filed as an exhibit to our Current Report on Form 8-K filed on January 3, 2014.

(12)Filed as an exhibit to our Current Report on Form 8-K filed on January 17, 2014.

(13)Filed as an exhibit to our Current Report on Form 8-K filed on February 18, 2014.

(14)Filed as an exhibit to our Current Report on Form 8-K filed on March 3, 2014.

(15)Filed as an exhibit to our Current Report on Form 8-K filed on March 11, 2014.

(16)Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2014.

(17)Filed as an exhibit to our Current Report on Form 8-K filed on August 1, 2014.

(18)Filed as an exhibit to our Current Report on Form 8-K filed on September 9, 2014.

(19)Filed as an exhibit to our Current Report on Form 8-K filed on September 12, 2014.

(20)Filed as an exhibit to our Current Report on Form 8-K filed on January 26, 2015.

(21)Filed as an exhibit to our Current Report on Form 8-K filed on March 12, 2015.

(22)Filed as an exhibit to our Current Report on Form 8-K filed on August 3, 2015.

(23)Filed as an exhibit to our Current Report on Form 8-K filed on September 4, 2015.

(24)Filed as an exhibit to our Current Report on Form 8-K filed on September 10, 2015.

(25)Filed as an exhibit to our Annual Report on Form 10-K filed on April 14, 2016

(26)Filed as an exhibit to our Current Report on Form 8-K filed on November 12, 2015.

(27)Filed as an exhibit to our Current Report on Form 8-K filed on December 23, 2015.

(28)Filed as an exhibit to our Current Report on Form 8-K filed on February 1, 2016.

(29)Filed as an exhibit to our Current Report on Form 10-Q filed on November 21, 2016.

(30)Filed as an exhibit to our Annual Report on Form 10-K filed on April 14, 2017.

(31)Filed as an exhibit to our Annual Report on Form 10-Q filed on November 14, 2018.

1110

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.

			TRITON EMISSION SOLUTIONS INC.
Date:	~~November~~May 1411, ~~2019~~2020	By:	/s/ Robert Kopple
			ROBERT KOPPLE
			Chairman
Date:	~~November~~May 1411, ~~2019~~2020	By:	/s/ John da Costa
			JOHN DA COSTA
			Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

1211

Filing Compare · Triton Emission Solutions Inc.