Item 1.01 Entry into a Material Definitive Agreement.
On March 26, 2022, the Registrant entered into a material de?nitive agreement
not made in the ordinary course of business with its president, chief executive
officer, member of and chairman of its board of directors, Hermann Burckhardt
("Mr. Burckhardt") and concurrently with entry into such agreement, Mr.
Burckhardt resigned from all positions with the Registrant. The following is a
mutually agreed statement concerning the foregoing:
Hermann Burckhardt, the Registrant's president, chief executive officer and a
member of and the chairman of its board of directors resigned, effective as of
March 26, 2022. The terms of his resignation are incorporated in a superseder
and termination agreement entered into by Mr. Burckhardt, the Registrant and
Qest Consulting Group, Inc., a Colorado corporation ("Qest") and the
Registrant's "parent", as that term is defined in Rule 405 of Securities and
Exchange Commission (the "Commission") Regulation C on such date, a copy of
which is filed with this current report as exhibit 10.01, with a copy of Mr.
Burckhardt's resignation filed as exhibit 17.01. The following summary is hereby
qualified in its entirety by reference to such documents:
The superseder and termination agreement, in material part with reference to the
Registrant, provides that Mr. Burckhardt will be immediately assigned all but
ten percent of the Registrant's interest in and to its two current subsidiaries,
Now Health Corp., a Florida corporation, and Puget Puerto Rico, Inc., a
corporation organized under the laws of the Common wealth of Puerto Rico, but
that Mr. Burckhardt will use his best efforts to register the stock retained in
such corporations by the Registrant and 20% of the common stock in each such
corporation pursuant to Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), with the Commission for distribution to the holders of the
Registrant's common stock as of the earliest record date feasible in compliance
with the rules and regulations of the Commission and he Financial Industry
Regulatory Authority, which will first require that the Registrant become
current in all of its reports due to the Commission under the Securities
Exchange Act of 1934, as amended (the Exchange Act").
The agreement also provides that Mr. Burckhardt will resign as an officer and
director of Qest and exchange all of his ownership and other interests in Qest
for 219,978,410 shares of the Registrant's common stock theretofore owned by
Qest, it being understood by the parties that, in the best interests of the
Registrant's shareholders, such interest in Qest should be made available to the
Registrant for use in recruiting a new president and chief executive officer
with the capability of raising funds required, first, to bring the Registrant
current in its reporting obligations to the Commission, and second, to implement
the Registrant's business development plans.
The agreement also provides that he will immediately turn over all Puget files,
records, agreements, etc., to the Registrant's new management and will forward
to such new management any communications, correspondence, etc., pertaining to
Puget which comes into his possession or control, with Puget agreeing to do the
same with respect to Mr. Burckhardt, Now Health and Puget Puerto Rico.
Finally, the agreement provides for mutual general releases among the parties
thereto.
Item 1.02 Termination of a Material De?nitive Agreement.
As heretofore reported in a report of current event on Commission Form 8-K filed
on February 25, 2022, the Registrant and its former president, chief executive
officer and director, Karen Lynn Fordham ("Ms. Fordham"), entered into a
Mediation Settlement Agreement/Confidential Settlement and Release Agreement on
February 21, 2022.
The attorney for Ms. Fordham advised legal counsel to the Registrant that if, as
required under federal securities laws, a copy of such agreement was filed with
the Commission, such agreement would be deemed null and void. The Registrant, in
compliance with its obligations under the Exchange Act, filed a copy of such
agreement with the Commission but now deems that it has been repudiated by Ms.
Fordham and is of no further force and effect. The position of the Registrant
with respect to Ms. Fordham is that she failed to comply with her obligations
under her employment agreement with the Registrant filed with the Commission on
or about August 25, 2021, by failing to perform her fund raining duties, by
seeking to appropriate corporate opportunities, and finally, by also her
employment agreement in violation of its terms, and thus, is of the opinion that
nothing is owed by the Registrant to Ms. Fordham.
Puget Technologies, Inc., current report on Commission Form 8-K, Page 2
Item 2.01 Completion of Acquisition or Disposition of Assets.
As indicated in response to Item 101, the Registrant has assigned to Mr.
Burckhardt, its former president, chief executive officer and member of and
chairman of its board of directors, most of the Registrant's rights, titles and
interest in and to its two subsidiaries, Now Health Corp., a Florida corporation
("Now Health"), and Puget Puerto Rico, Inc., a corporation organized under the
laws of the Commonwealth of Puerto Rico ("Puget Puerto Rico"), in each case,
retaining 10" of such corporations' common stock. The transfers were effected in
consideration for Mr. Burckhardt's agreement to register 20% of each such
subsidiaries' post distribution common stock under Section 5 of the Securities
Act for distribution to the holders of the Registrant's common stock as of the
earliest record date available under federal and state securities laws and the
rules of the Financial Industry Regulatory Authority ("FINRA").
In each case, the subject subsidiary has a negative book value and their only
assets are business plans, letters of intent and acquisition agreements
heretofore reported to the Commission in current reports on Forms 8-K, most if
not all of which have lapsed. Consequently, Mr. Burckhardt will have to initiate
material operations in each such subsidiary prior to registering any of their
securities with the Commission in order to avoid their qualification as
corporate "shells" as that term is de?ned in Rule 12b-2 under the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
The transfer of the Registrant's two subsidiaries to Mr. Burckhardt may be
deemed to involve the sale of unregistered securities to Mr. Burckhardt, in
which case they would be deemed effected in reliance of Section 4(a)(2) of the
Securities Act.
Item 5.01 Changes in Control of Registrant.
The response to Item 101 is hereby incorporated by reference. On Monday, March
28, 2022, Thomas Jaspers, the Registrant's secretary, treasurer and chief
financial officer and the sole remaining member of the Registrant's board of
directors, elected Mr. Albert Mayer Cohen, a Florida resident, as the
Registrant's new president and chief executive officer as well as as a member of
the Registrant's board of directors. Messrs. Jaspers and Cohen have indicated
that, as directed by the Registrant's shareholders at the Registrant's 2021
annual meeting of shareholders, they will continue a nationwide search for
qualified candidates in order to bring membership of the board of directors up
to nine persons and to recruit qualified executives as officers.
Puget Technologies, Inc., current report on Commission Form 8-K, Page 3
Mr. Cohen has been directed to prioritize raising the funds required to bring
the Registrant current in its reports under the Exchange Act and to discharge
existing debt, to evaluate the propriety of legal actions against former
officers, and, to implement the business plan disclosed in the Registrant's
annual report on Form10-K for the year ended October 31, 2020. He will also
consider, after consultations with owners of the businesses involved, whether
any heretofore pending acquisitions by the Registrant that do not involve Now
Health or Puget Puerto Rico should be followed up. Finally, he will enter into
discussions with the Registrant's current investment bankers as to how recent
events impact that relationship, seeking to have it ratified and renewed.
As indicated in Item 101, Qest has used the Qest shares reacquired from Mr.
Burckhardt as initial compensation for Mr. Cohen's anticipated services to the
Corporation, consequently, through his new ownership in Qest, Mr. Cohen has
indirectly become one of the Registrant's principal stockholders; however, it is
anticipated that the Registrant will also enter into an employment agreement
with Mr. Cohen in the near future, specifically defining his rights, duties and
compensation, which is expected to be comprised primarily of qualified incentive
stock options incentivizing him to develop the Registrant's business in a
profitable manner.
Item 5.02 Departure of Directors or Certain O?cers; Election of
Directors; Appointment of Certain O?cers; Compensatory Arrangements of Certain
O?cers.
(a) Resignation of a director: The response to Item 101 is hereby incorporated
by reference.
(b) Resignations of the Registrant's principal executive o?cer, president: The
response to Item 101 is hereby incorporated by reference.
(c) Appointment of new principal executive o?cer, president: The response to
Item 501 is hereby incorporated by reference.
(d) Election of new director, except by a vote of security holders at an annual
meeting or special meeting convened for such purpose: The response to Item
501 is hereby incorporated by reference.
Mr. Cohen's biography:
Albert Mayer Cohen, age 63, has served as an officer, director or member of
numerous and diverse business enterprises during the past forty years and is
conversant in four languages: English, French, Arabic and Hebrew. He has
participated in three special acquisition company (SPACs) projects which raised
over $200,000,000, assisting them in finding acquisition candidates. Mr. Cohen
began his professional career in 1976 with Astar Trading, his family owned
wholesale electronics firm where he was responsible for the management and
development of an import/export wholesale consumer electronics business which
sold electronic products under brand names including Astrasonic, Audiotech and
Swan. In 1996 he cofounded AMC Consumer Services LLC, a New York limited
liability company in which he remains active. It has evolved as AMC Capital into
a financial consulting firm that develops and maintains relationships with major
banks, brokerage houses, financial institutions and high net worth individuals
and families and provides representation and comprehensive consulting services
to small and mid-size public and private corporations, developing and
implementing short and long term strategies to maximize revenue and increase
shareholders' value. In 1996 he also cofounded Quarum Capital, LLC, a New York
limited liability company and consulting firm in which he remains active
assisting private and public companies expand and fund their businesses. In 2003
he joined Zamir Equities, a real estate private equity firm located in New York
City which he left in 2006 to found Top Rock Capital, a real estate acquisition
and development company (in which he remains active) where he raised the capital
necessary to acquire 241 Fifth Avenue in New York City for construction of a
twenty story residential condominium building, and, 5 Beekman Place in lower
Manhattan for $58 million, part of a much larger $200 million plus project. In
2010, Mr. Cohen, using technology he developed and patented (see listing and
descriptions below), cofounded Storm Drain Technologies, LLC, a New Jersey
limited liability company (subsequently reorganized as Aqualete Industries,
LLC), a company engaged in storm water management, sediment control, dewatering,
pre-treatment for site remediation, and groundwater treatment, in which he
served as president until 2017. In 2016, he founded Aquablue Capital, LLC, a
Delaware limited liability company in which he remains active providing
consulting services in the areas of corporate finance, corporate management and
mergers and acquisitions. Its objective is to syndicate projects to high net
worth families and individuals and their businesses, offering them and their
partners select investment options in real-estate projects, investment banking,
energy projects and other investment opportunities. During 2021, in addition to
his continuing role in Aquablue Capital, LLC, he was elected as a vice president
in charge of investor and investment banking relationships for Qest, the
Registrant's parent and was instrumental in obtaining the Registrant's current
investment banking association. Mr. Cohen has filed or co-filed for patents to
protect the following inventions. This listing includes patent applications that
are pending as well as patents that have already been granted by the United
States Patent and Trademark Office:
Puget Technologies, Inc., current report on Commission Form 8-K, Page 4
? Apparatus, methods, and system for treatment of storm water and waste fluids,
Patent number: 9663936. Abstract: A storm water treatment unit comprising a
containment vault having an inlet and an outlet separates debris from a flow of
storm water through the unit. The water flow is controlled by a wall which
directs flow from the inlet to the outlet through a reservoir of fluid in the
unit. Debris separation by density occurs whereby lighter elements such as oil
float on top of the fluid and heavier elements such as sediment collect at the
bottom of the unit or in collectors in the reservoir. A wire mesh, deflector,
and/or ripple boards placed beneath the inlet further increase efficiency of
the separation, and a vent pipe is placed above the outlet to release pressure
built up in the outlet during operation. A storm water treatment system and
method of retrofitting an existing storm water trunk line locates the storm
water treatment unit in an off-line position from an existing drainage trunk
line. Filed: September 9, 2014. Date of Patent: May 30, 2017. Assignee: Storm
Drain Technologies, LLC. Inventors: William Robert Hannemann, Albert Mayer
Cohen.
? Construction site water treatment system and methods, publication number:
20160001201. Abstract: A portable fluid treatment apparatus includes a
container with an interior wall between the inlet pipe and the outlet pipe
which defines a bottom space between the bottom of the wall and the bottom
interior surface of the container. A series of collectors in the container
direct the flow of the inlet fluid and promote sedimentation from the fluid.
The inlet fluid flows under the wall and up to a discharge pipe equipped with a
vent. Multiple sedimentation units are connected together in series and mounted
on a trailer for transport to a construction site. Type: Application. Filed:
July 9, 2015. Publication date: January 7, 2016. Inventors: William Robert
Hannemann, Albert Mayer Cohen, James Creech, Michael Hannemann.
? Construction site water treatment system and methods, Patent number: 9108864.
Abstract: A portable fluid treatment apparatus includes a container with an
interior wall between the inlet pipe and the outlet pipe which defines a bottom
space between the bottom of the wall and the bottom interior surface of the
container. A series of collectors in the container direct the flow of the inlet
. . .
Item 8.01 Other Events.
Potential litigation:
Actions of the Registrant's former executive officers other than Mr. Jaspers
during the past nine months may result in litigation either by or against the
Registrant as a result of legal costs incurred for threatened or potential
litigation pertaining to employment matters and minor business debts unpaid
during the Registrant's preceding administrations. However, except for a
recently filed action involving a claim for less than $8,000 in conjunction with
marketing research related services for Now Health incurred by Ms. Fordham, no
actions have been filed.
Failure to file Exchange Act Reports
Because of the management problems experienced by the Registrant during the past
year, especially the unwise expenditure of more than $200,000 loaned to the
Registrant by Qest under its current revolving loan agreement with the
Registrant, it was unable to file its annual report on Form 10-K for the fiscal
year ended October 31, 2021 and will be unable to file the quarterly report on
Form 10-Q for the fiscal quarter ended January 31, 2022 on a timely basis.
Further, it was unable to file, as anticipated, past due reports on Form 10-K
for the fiscal years ended October 31, 2015, 2016, 2017, 2018 or 2019 and the
quarterly reports for the periods ended January 31, 2016 through July 31, 2020.
Mr. Cohen, the Registrant's new president, chief executive officer and director,
has been instructed by the board of directors to make the filing of such reports
one of his top initial priorities.
The Registrant's address, telephone number, email address and website
Hermann Burckhardt, the Registrant's former president and chief executive
officer, has indicated to current management that the Registrant's address,
telephone number, email addresses and website are all in the name of his wife.
Mr. Burckhardt and or his wife have cancelled the lease for the premises
heretofore used by the Registrant and the Registrant is considering a minimal
lease for facilities at the same location and with the same telephone number as
a transitional measure. Notwithstanding the exchange of general releases in the
superseder and termination agreement filed as an exhibit to this current report,
Mr. Burckhardt is insisting that it does not apply with reference to his wife
and has insisted on a payment of a little more than $5,000 in order to release
the Registrant's email addresses and website to current management. As the
demand was only made during the past two days, the Registrant is evaluating its
options and will make and publish a decision shortly.
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