PUGET TECHNOLOGIES, INC. Item 2.02 Results of Operations and Financial Condition.
The Registrant has fully complied with all of its obligations under the series
of 8% Convertible Notes entered into by prior management during 2015 - 2017 and
in conjunction therewith is free of related debt and litigation. Its focus now
is on completing its audit and related filings with the Commission as
recommended by
Item 3.02 Unregistered Sales of
As of the date of this report of special event, all of the 8% Convertible Notes
have been fully converted or paid. The original issuance of the 8% Convertible
Notes during 2015, 2016 and 2017 relied on the exemption from registration
provided by Section 4(a)(2) of the Securities Act. Conversion of the 8%
Convertible Notes into shares of Common Stock was effected in reliance on
Section 3(a)(9) of the Securities Act. The formula for conversion of the 8%
Convertible Notes was disclosed in a report of current event filed with the
Commission on
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At Qest's recommendation, the Registrant's current officers and directors intend
to initiate a nationwide search during calendar year 2021 for new officers and
directors as well as to add new members to its
Qest has recommended that the Registrant's board of directors be expanded to
seven or more members, at least three of whom should be independent so that
audit and compensation committees could be implemented as envisioned by the
Registrant's articles of incorporation and bylaws. In terms of experience, Qest
has recommended that the new board of directors continue to employ persons with
investment banking and accounting experience but also with experience with
mutual funds, the insurance industry, innovative technologies (e.g., alternative
energy), the medical industry, intellectual property and regulatory compliance.
In order to recruit qualified personnel, the Registrant is adopting qualified
and non-qualified stock option plans and will undertake a limited offering of
its securities on reliance on Rule 506(b) of Regulation D, the proceeds of which
will be used for, among other things, obtaining officers and directors liability
insurance, discharging all remaining corporate debt (approximately
Puget Technologies, Inc. , current report on Commission Form 8-K, Page 2
With reference to anticipated future operations under the new officers and directors, the Registrant, at the suggestion of Qest, has adopted a new business model as a holding company operating through subsidiaries in four different albeit related areas. These would primarily involve assisting promising operating companies to attain independent public company status. The four diverse areas in which it intends to concentrate through subsidiaries are, in the order in which it is anticipated projects will be undertaken:
1. Through traditional acquisition of development stage operating companies that
the Registrant's Board of Directors determines provide positive business
opportunities. In that regard, the Registrant is considering the acquisition
of a consolidated company currently engaged in the operation of behavioral
health clinics in the State of Florida and is considering a joint venture in
the solar energy industry involving proprietary nanotechnologies with current
members of its Board of Advisors ;
2. Through acquisition of promising privately held operating companies that
eventually want to attain publicly traded status after a two-and-a-half to
four and a half year period as subsidiaries of the Registrant during which
time they would control most of their own operations but learn the intricacies
of being regulated under state and federal securities regulation. The
Registrant would control all legal and accounting operations and seek to
generate savings and synergy by coordinating activities (e.g., purchases,
marketing, warehousing, etc., among its subsidiaries;
3. Through organization and operation of a Business Development Company under the
limited exemptive provisions of Sections 54(a) through 65 of the Investment
Company Act; and
4. By formation of specialty acquisition vehicles for operating companies that
desire to become public.
In addition to the foregoing, given the experience that the Registrant's current
president has with tax related benefits of doing business in the
Item 8.01 Other Events.
The Registrant has upgraded its website at https://pugettechnologies.com/ and
expects to have it activated by
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