Description of Business and Going Concern | Note 1 Description of Business and Going Concern Puget Technologies, Inc. (the “Registrant”) is a publicly held corporation incorporated in the State of Nevada on March 17, 2010, and, since May 25, 2012, when its registration statement on Form S-1 pursuant to Section 5 of the Securities Act was declared effective by the Commission, has been subject to reporting requirements pursuant to Sections 13 and 15(d) of the Exchange Act. It was initially organized to engage in the distribution of luxury wool bedding products produced in Germany. Its principal executive offices, originally in Fort Lauderdale, Florida, are currently located at 1200 North Federal Highway, Suite 200-A; Boca Raton, Florida 33432. Description of Business The Registrant has never filed for bankruptcy, receivership or similar proceedings nor, since the date of the last annual report on Form 10-K filed (for the fiscal year 2014), has it been involved in any reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. From 2015 until July of 2020, the Registrant was inactive as its prior management resigned leaving it indebted and without business operations. Consequently, during such period it lacked the funds required to comply with its reporting obligations under the Exchange Act. Since July of 2020, with the assistance of its Parent (“a person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified”, Rule 405 of Commission Regulation C) and strategic consultant, Qest Consulting Group, Inc., a Colorado corporation (“Qest”), the Registrant has eliminated its convertible debt and resumed filing of reports to the Commission. Most of the Registrant’s efforts during the period from 2015 until July of 2020 involved first, repudiation of the series of 8% convertible notes issued by prior management under terms which current management considered toxic (the “Convertible Notes”) but, after the Registrant and its management were sued by two of the noteholders in the United States District Court for the Southern District of New York (Case No. 15-cv-08860 entitled Adar Bays LLC v Puget Technologies Inc. and Hermann Burckhardt Union Capital LLC v Puget Technologies Inc. and Herman Burckhardt On October 22, 2020, the Registrant entered into a retainer and consulting agreement with Qest (the “Qest Agreement”) and in conjunction therewith, in order to induce Qest to defer cash compensation, the Registrant’s officers and directors (who are also the principal stockholders, officers and directors of Qest), contributed all of their securities in the Registrant, including rights to compensation in the form of securities, to Qest. In conjunction with its role under the Qest Agreement, Qest advanced Registrant funds Registrant used to pay for auditing and legal fees in conjunction with its annual report, to pay balances due to the Registrant’s transfer agent and to settle remaining obligations under the Convertible Notes and is temporarily providing it with office space, utilities and the use of its personnel. During October of 2020, the Registrant, at the suggestion of Qest, decided to implement a new business model as a holding company operating through subsidiaries in four different albeit related areas. These primarily involve assisting promising operating companies to attain independent public company status. In order to properly implement the following described business plan, the Registrant’s current limited management has been directed to recruit conduct a nationwide search for new members of its Board of Directors and replacement officers prior to the next scheduled annual meeting of its stockholders currently anticipated for February of 2022. As disclosed in a current report filed by the Registrant with the Commission on January 15, 2021, Qest has recommended that the Registrant’s Board of Directors be expanded to nine 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. On March 2, 2021, at the suggestion of Qest Consulting Group, Inc., a Colorado corporation and the Registrant’s “parent” (as that term is defined in Rule 405 of Commission Regulation C) and strategic consultant, the Registrant and Behavioral Centers of South Florida LLC, currently a Florida limited liability company (hereinafter “BCSF”) signed a letter denominated “preliminary understandings and agreements pertaining to a proposed corporate reorganization” pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended as a result of which: 1. The stockholders of BCSF would become stockholders of the reorganized company; 2. BCSF, as consolidated, would become a wholly owned subsidiary of the reorganized company; and 3. The stockholders of BCSF involved in the reorganization would be entitled to nominate one member of the reorganized company’s board of directors, who in turn would participate in the selection of the Reorganized Company’s officers and the management of the reorganized company’s business. The parties have tentatively agreed, subject to conducting required due diligence and confirmations, that Puget would acquire BCSF as part of its incubation program at an initial valuation, subject to verification, of $5,000,000 in exchange for shares of its common stock, currently par value $0.001 per share. In addition to the Puget shares received by the former BCSF equity holders, during the initial two years following the reorganization, the BCSF subsidiary would be entitled to receive up to an additional $1,000,000 in Puget securities to distribute as it deemed appropriate, based on attaining net pre-tax profit performance goals, currently envisioned to be $1,000,000 for the calendar year ended December 31, 2022 and $2,000,000 for the calendar year ended December 31, 2023. In both of the foregoing instances, the holders of such securities would be granted piggyback registration rights in the event that Puget filed a registration statement for any of its securities. During the three year period following closing on the proposed reorganization, the former BCSF equity holders would hold a proxy to vote the shares of the BCSF subsidiary’s voting securities with respect to the election of all but one director (that director to be designated by Puget) and thus be in a position to control most aspects of the BCSF subsidiary’s affairs, subject to specified exceptions involving legal matters, audits and strategic transactions (which would have to be coordinated with Puget). Two and a half years after closing on the acquisition the former equity holders of BCSF would have the option of tendering back 75% of the Puget Common Stock received, both under the reorganization and based on performance, for 75% of the shares of the BCSF subsidiary’s shares held by Puget, with the commitment by Puget to register 15% of the remaining 25% of such shares with the Commission under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) for distribution as a stock dividend to Puget’s shareholders, and to assign the remaining ten percent to a business development company organized under Sections 54 through 65 of the Investment Company Act of 1940, as amendment (the “Investment Act”). In such case the former equity holders of BCSF would retain 25% of the Puget common stock they had received in the reorganization and as performance bonuses to do with as they pleased. If the former equity holders of BCSF elected to retain all of the Puget common stock they had received in the reorganization and as performance bonuses rather than to exercise their spinout rights, then the BCSF subsidiary would remain a subsidiary of Puget which could either continue to operate it, sell it, or spin it out to its shareholders as it saw fit. Based on information provided by BCSF to Puget: BCSF is a centralized community behavioral health center providing its clients/patients with mental health services ranging from psychiatry, individual therapy, psycho-social rehabilitation services and case management in clinics located in the Florida Counties of Dade and Broward and, in collaboration with Puget, plans to expand into Palm Beach County. It is currently organized under the laws of the State of Florida as a limited liability company but, should the Parties enter into a reorganization agreement as proposed below, it would convert into a Florida corporation as permitted under Section 607.11933, Florida Statutes. It currently operates a multi-location clinic employing or independently contracting with 119 individuals, including two psychiatrists, one licensed mental health counselor supervisor, one licensed clinical social worker supervisor and one licensed marriage and family therapy supervisor who supervise seventeen therapists in the mental health department; one board certified behavior analyst, one board certified assistant behavior analyst and two registered behavior technicians; and, five advanced registered nurse practitioners in the field of psychiatry. In the area of case management four licensed clinical social worker supervisors supervise forty-nine licensed clinical social workers. The clinic has provided services to approximately 2,150 patient/clients who remain in the system of which they have an active patient base of approximately 1,100 at any one time but anticipate material expansion after the proposed reorganization through the acquisition of compatible and complementary businesses, as well as by establishing additional clinics, initially in the State of Florida. Its total revenues for the calendar years ended December 31, 2018 (nine months), 2019 and 2020 increased from $959,871 to $3,237,687 and then to $5,540,711. Its activities are licensed by the State of Florida through the Agency for Health Care Administration and are subject to conditions imposed by major insurance carriers as well as government insurance programs such as Medicaid with which it coordinates its activities. Its major areas of concentration involve group therapy, psycho-social rehabilitation and comprehensive behavioral assessment but BCSF is also highly involved in individual therapy, development of management skills, speech therapy, physical therapy, occupational therapy, targeted case management, mental health treatment plans and medication management. There are no assurances that the parties will in fact negotiate a definitive agreement, that even if they do, such agreement will close, or even if it were to close, that the proposed association would be successful. The foregoing is forward-looking information. You can identify forward-looking statements as those that are not historical in nature, particularly those that use terminology such as “may”, “will”, “should”, “expects”, “anticipates”, “contemplates”, “estimates”, “believes”, “plans”, “projects”, “predicts”, “potential” or “continue” or the negative of these similar terms. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether the Registrant is able to manage its planned growth efficiently and operate profitably, (c) whether it is able to generate sufficient revenues or obtain financing to sustain and grow its operations, and (d) whether it is able to successfully fulfill its primary requirements for cash. The Registrant’s actual results may differ significantly from the results projected in the forward-looking statements A copy of the above described letter denominated “preliminary understandings and agreements pertaining to a proposed corporate reorganization” was included as an exhibit to the current report on Form 8-K filed by the Registrant on March 2, 2021. As a material subsequent event, the Registrant, the equity holders of BCSF and BCSF entered into a reorganization agreement embodying and amplifying on the terms of the letter of intent on +++. A copy of such agreement +++ On April 12, 2021, the Registrant entered into an agreement with Víctor Germán Quintero Toro pursuant to which Mr. Quintero was appointed as the Registrant’s Chief Technologies Officer. A copy of such agreement was filed as exhibit 10.04 to a report of current event filed by the Registrant on Form 8-K on or about April 13, 2021. Mr. Quintero’s duties include responsibility for the design, development and maintenance of the Registrant’s internet presence including its website, its social media presence, information concerning Puget on the Internet, the Registrant’s internet security, etc., in coordination with the Registrant’s board of directors, board of advisors, strategic consultant and superior officers, evaluation of all potential acquisitions and monitoring all acquisitions and operating subsidiaries with respect to all matters involving technology; in coordination with the Registrant’s board of directors, board of advisors, strategic consultant and superior officers, coordination and monitoring of all research and development activities involving technology; development of personal proprietary information conceived by him with respect to software applications for use on computers and other intelligent devices in the areas of coordination of medical services and transportation systems, provided that they are not abandoned by the Registrant and are placed into operation prior to the end of the initial term of the Agreement, subject to a retained 10% royalty interest in favor of Mr. Quintero from all income derived therefrom by or through the Registrant; and, performance of such other duties as are assigned to him by the Registrant’s president and boards of directors, subject to compliance with all applicable laws and fiduciary obligations. Additional provisions involving intellectual property provide that except as specifically excluded in the agreement intellectual property developed by Mr. Quintero will belong to the Registrant subject to a ten percent royalty interest in favor of Mr. Quintero, provided that, if the intellectual property is not marketed within three years, then it will revert to Mr. Quintero and the Registrant will be entitled to a ten percent royalty interest. Mr. Quintero is currently developing a proprietary transport control and programming system based on big data (a field that treats ways to analyze, systematically extract information from, or otherwise deal with data sets that are too large or complex to be dealt with by traditional data-processing application software) and artificial intelligence; and, a proprietary platform for improved doctor patient scheduling and treatment interaction. Such projects are expected to be developed and marketed by the Registrant and test marketed in the Commonwealth of Puerto Rico where the Registrant anticipates conducting a substantial portion of its activities in order to avail itself of benefits provided under the Puerto Rico Incentives Code Act (Act 60-2019) On or about May 10, 2021, Messrs. Andrew Spencer, Dr. Pranav Nawani, Ph.D., and Mr. David Burnett, three members of the Registrant’s Board of Advisors engaged in the development and implementation of photovoltaic nanotechnology for use in improving the performance of solar energy collection devices, including solar panels, have submitted a proposal outlining the terms under which they would transfer such technology to a joint venture with the Registrant. The Registrant is giving it serious consideration. However, given the Registrant’s current schedule involving BCSF and the proprietary applications involving improved transportation and medical service delivery contributed to the Registrant by its Chief Technologies Officer, it will need to carefully consider the proposal at the next meeting of its Board of Directors immediately following the annual meeting of shareholders. The Registrant continues to actively pursue its business initiatives in the Commonwealth of Puerto Rico. Current activities include taking the steps needed to progress the creation of the new subsidiary in the region, pursuing the commercialization of the logistics software acquired from its Chief Technologies Officer and seeking out local corporate and government partners. The initial step will be the organization of a subsidiary under the laws of the Commonwealth of Puerto Rico and opening of related offices in the San Juan area expected sometime in July of 2021. Caveat The foregoing plans and business models are speculative, totally reliant on the experience of the Registrant’s management and independent consultants and contractor’s to be recruited and retained by the Registrant, and on market conditions beyond the Registrant’s control, and, on the Registrant’s ability to obtain significant additional financing, as to which there can be no assurances. In addition, the Registrant is likely to encounter significant competition in its quest for desirable acquisition candidates and thereafter, even if successful, in the operations of the acquired companies. Consequently, no assurances can be provided that the Registrant’s ambitious current business plans can or will be implemented as envisioned, or that even if implemented, they will prove successful. Going concern and Liquidity Considerations The accompanying financial statements have been prepared assuming that Registrant will continue as a going concern which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of April 30, 2021, the Registrant had recurring losses from operations, an accumulated deficit of 6,691,096 and had earned no revenues. The Registrant intends to fund operations through equity financing arrangements which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending October 31, 2021. The ability of the Registrant to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings and to acquire one or more operating companies. These factors, among others, raise substantial doubt about the Registrant’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |