PUGE Puget Technologies Inc (CE)

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 Board of Advisors with the goal of assembling the best corporate team possible for implementation of the Registrant’s new operational plan (summarized below). It is hoped that new the officers will replace the current board of directors and management during the next eighteen months allowing the members of current management to shift their focus to Qest where they also serve as officers and directors, and thus eliminating existing conflicts of interest. The newly recruited board members would be subject to ratification by the Registrant’s shareholders at the next annual meeting expected to be held during February of 2022.

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 $100,000 involving expenses incurred in the ordinary course of business), payment of legal and auditing expenses required to bring and maintain the Registrant current with its reporting obligations under the Exchange Act and provide initial working capital. Significant additional funding will be required in order to implement the Registrant’s business plan summarized below and it is expected that Qest will assist the Registrant in that regard since it is anticipated that, although the Registrant’s current officers and directors would not continue in their current roles with the Registrant, they would continue to be indirectly involved as Qest is expected to remain as the Registrant’s strategic consultant for at least the next three years.

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:

In addition to the foregoing, given the experience that the Registrant’s current president has with tax related benefits of doing business in the Commonwealth of Puerto Rico, Qest has also recommended that the Registrant explore opportunities for potential subsidiaries there.