UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

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

September 3, 2014

Date of Report (Date of earliest event reported)

TRITON EMISSION SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

1 (800) 648-4287

Registrant's telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report)

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

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Consulting Agreement

On September 3, 2014, Triton Emission Solutions Inc. (the “Company”), entered into a Consulting Agreement (the “Consulting Agreement”) with Robert Lipp, an unrelated party. Under the terms of the Consulting Agreement, Mr. Lipp agreed to provide the Company with investor relations services for a term of one year, expiring on September 3, 2015.

In consideration for Mr. Lipp agreeing to provide the services to the Company, the Company will issue to Mr. Lipp 100,000 shares of its common stock and non-transferrable warrants to purchase up to 250,000 shares of its common stock at an exercise price of $0.50 per share, expiring on August 1, 2018, subject to earlier termination in the event that Mr. Lipp ceases to act as a consultant of the Company prior to September 3, 2015.

The foregoing description of the Consulting Agreement for Mr. Lipp is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement attached as an exhibit hereto.  

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

As more fully described under Item 1.01 of this report, on September 3, 2014, the Company agreed to issue to Robert Lipp 100,000 shares of it’s common stock and non-transferrable warrants to purchase up to 250,000 shares of its common stock in consideration for Mr. Lipp’s agreement to provide the Company with investor relations services. The shares and warrants will be issued to Mr. Lipp pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D on the basis of representations provided by Mr. Lipp that he is an accredited investor, as that term is defined in Regulation D.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits