Note 3: Convertible Redeemable Notes | NOTE 3: CONVERTIBLE REDEEMABLE NOTES A summary of convertible redeemable notes for the nine-month period ended July 31, 2015 is as follows: NOTE BALANCE OCTOBER 31, 2014 ADDITIONAL BORROWING CONVERSION OR PAYMENTS BALANCE JULY 31, 2015 ACQUISITION PAYABLE $ - $ 75,000 $ 75,000 $ - CONVERTIBLE REDEEMABLE NOTE - # 1 - 75,000 75,000 CONVERTIBLE REDEEMABLE NOTE - # 2 - 51,752 8,500 43,252 CONVERTIBLE REDEEMABLE NOTE - # 3 - 50,000 50,000 CONVERTIBLE REDEEMABLE NOTE - # 4 - 75,000 75,000 CONVERTIBLE REDEEMABLE NOTE - # 5 - 50,000 50,000 CONVERTIBLE REDEEMABLE NOTE - # 6 - 50,000 20,000 30,000 CONVERTIBLE REDEEMABLE NOTE - # 7 775,000 - 175,000 600,000 CONVERTIBLE REDEEMABLE NOTE - # 8 - 49,000 49,000 - TOTAL $775,000 $475,752 $327,500 $923,252 Proceeds from Notes Payable - Cash $474,000 Original Issue Discount $1,752 CONVERTIBLE REDEEMABLE NOTE # 1 On February 2, 2015, the Company issued an unsecured 8% Convertible Redeemable Note # 1, in the amount of $75,000, which is due January 30, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise (ADAR). The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the Conversion Price) shall equal 57.5% multiplied by the Market Price (as defined therein) (representing a discount rate of 42.5%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of July 31, 2015, the Company had accrued interest of $3,000 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole. CONVERTIBLE REDEEMABLE NOTE # 2 On February 2, 2015, Puget Technologies, Inc (the "Company") finalized a Convertible Redeemable Note #2 in the amount of $53,500, which is due January 28, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the Conversion Price) shall equal 54% multiplied by the Market Price (as defined therein) (representing a discount rate of 46%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. During the third fiscal quarter of 2015, a total of $8,500 in principal was converted into common shares and OID was amortized $876 leaving a balance due of $43,252 as of July 31, 2015. In addition $1,798.79 in accrued interest remains unpaid as of July 31, 2015. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole. CONVERTIBLE REDEEMABLE NOTE # 3 On February 2, 2015, Puget Technologies, Inc (the "Company") finalized a Convertible Debenture Note # 3 in the amount of $50,000, which is due February 5, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the Conversion Price) shall equal 50% multiplied by the Market Price (as defined therein) (representing a discount rate of 50%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions of the note. As of July 31, 2015, the Company had accrued interest of $2,000 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole. CONVERTIBLE REDEEMABLE NOTE # 4 On February 2, 2015, Puget Technologies, Inc (the "Company") finalized an 8% Convertible Redeemable Note # 4 in the amount of $75,000, which is due January 30, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the Conversion Price) shall equal 57.5% multiplied by the Market Price (as defined therein) (representing a discount rate of 42.5%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of July 31, 2015, the Company had accrued interest of $3,000 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole. CONVERTIBLE REDEEMABLE NOTE # 5 On February 27, 2015, Puget Technologies, Inc (the "Company") finalized a Convertible Promissory Note # 5 in the amount of $50,000, which is due December 3, 2015 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the Conversion Price) shall equal 58% multiplied by the Market Price (as defined therein) (representing a discount rate of 42%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of July 31, 2015, the Company had accrued interest of $1,667 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole. CONVERTIBLE REDEEMABLE NOTE # 6 On January 28, 2015, the Company issued an unsecured 6 month, non-interest bearing Convertible Promissory Note # 6, due on July 28, 2015 for $50,000. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the Conversion Price) shall equal 55% multiplied by the Market Price (as defined therein) (representing a discount rate of 45%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. During the third fiscal quarter of 2015, a total of $20,000 in principal was converted into common shares leaving a balance of $30,000 as of July 31, 2015. In addition 1,996 in accrued interest remains unpaid as of July 31, 2015. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole. CONVERTIBLE REDEEMABLE NOTE # 7 In 2013, the Company entered into a Master Credit Agreement, Note # 7, under which $775,000 was advanced to the Company. Funds advanced under the terms of that note bear interest at 12% for the first year from advancement and 18% thereafter. The notes were acquired by an unaffiliated party at the time of the change of control. In February 2015, the note was amended to allow for conversion of balances from time to time into common shares of the Company. The note converts as follows: The conversion price (the Conversion Price) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrowers securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). Market Price means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the price at which trades occurred on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the OTC) as reported by OTC Markets on their website or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. In all cases, the Conversion Price cannot be below a floor price of $.0005 per share. During the second fiscal quarter of 2015, a total of $125,000 in principal was converted into common shares, leaving a balance due of $650,000 at April 30, 2015. During the third fiscal quarter of 2015, a total of $50,000 in principal was converted into common shares, leaving a balance due of $600,000 at July 31, 2015. In additional, $114,880 in accrued interest remains unpaid at July 31, 2015. CONVERTIBLE REDEEMABLE NOTE # 8 On December 19, 2014, Puget Technologies, Inc (the "Company") finalized a Convertible Promissory Note with KBM Worldwide, Inc. in the amount of $49,000, which was originally due September 18, 2015 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The note was paid off in full in cash on February 3, 2015. |