SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NORLING RASMUS

(Last)

(First)

(Middle)

1431 DEWEY STREET

(Street)

HOLLYWOOD

33020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2013

3. Issuer Name and Ticker or Trading Symbol
Poly Shield Technologies Inc. [ SHPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Common Stock	154,100,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. 154,000,000 shares represent restricted stock awards (the "RSAs") granted to the Reporting Person ("Executive") in consideration for his agreement to act as the Issuer's CEO. The RSAs may not be sold, transferred, pledged or assigned, and are subject to forfeiture, pending Executive satisfying certain performance incentives. To earn release of the RSAs, Executive must deliver bona fide, board approved, contracts ("Qualifying Contracts") for the sale or lease of the Issuer's products or services. The RSAs will be released in equal proportion to the value of the Qualifying Contracts at $0.25/share (approx. market price prior to execution of Executive's employment agreement), in min. increments of 1,250,000 shares (i.e. Qualifying Contracts having total min. incremental value of $312,500). To earn release of all of the RSAs, Executive must deliver Qualifying Contracts for $38,500,000. Any RSAs not eligible for release by 12/31/2013 will be forfeited.

Remarks:

The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any of the equity securities listed in this statement for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

	Rasmus Norling	02/20/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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