UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amendment No. 2

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJuly31, 2013January 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No.333-179212

PUGET TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

401 East Las Olas Blvd., Suite 1400

Fort Lauderdale, FL 33301

(Address of principal executive offices, zip code)

(954) 332-2471

 (Registrant’s telephone number, including area code)

227 Bellevue Way NE, Suite 411, Bellevue, Washington 98004

 (Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yeso  Nox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of“large accelerated filer,”“accelerated filer” and“smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):  Yes  o  Nox

As of JulyJanuary 31, 2013 and as of September 11, 2013,2014 there were 42,500,000 shares of common stock, $0.001 par value per share, outstanding.

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Quick LinkXBRL EXPLANATORY NOTE

Pursuant toTable Rule 406T of ContentsRegulation S-T, the XBRL files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

AMENDMENT EXPLANATORY NOTE

The purpose of this amendment no. 2 to our Quarterly Report on Form 10-Q for the quarter ended January 31, 2014, filed with the Securities Exchange Commission on March 17, 2014 (the “Form 10-Q”), is to correct errors in the Financial Statements. We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other text discussing the financials resulting from the corrections of this error.  Other than these changes and changes to the signature page, no other changes were made.

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PUGET TECHNOLOGIES INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JULYJANUARY 31, 20132014

Table of Contents

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Puget Technologies Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of housing prices, the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM   1.   FINANCIAL STATEMENTS.

See accompanying notes to these financial statements.

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See accompanying notes to these financial statements.

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See accompanying notes to these financial statements.

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See accompanying notes to these financial statements.

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1.

ORGANIZATION AND BUSINESS OPERATIONS

PUGET TECHNOLOGIES, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 17, 2010. Our business is developing and selling leading edge consumer oriented products ready for rapid commercialization. Much of our resources are dedicated to research and development in order to provide consumers with quality options while meeting the distributionexpectations of Luxury wool bedding sets produced in Germany.its investors. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has generated $91,090$58,815 in revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception on March 17, 2010 through JulyJanuary 31, 20132014 the Company has accumulated losses of $59,708.$376,909.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized a nominal amount of revenue from inception, it is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not fully commenced.

Principles of Consolidation

The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and its subsidiaries. The accompanying consolidated financial statements include the active entity of Puget Technologies, Inc. and its wholly owned subsidiary, Weistek USA. The Company has relied upon the guidance provided by ASC Topic NO.810-10-15-3.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $59,708$376,909 as of JulyJanuary 31, 20132014 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $8,810$46,548 and $13,572 cash and $0 cash equivalents as of JulyJanuary 31, 2014 and October 31, 2013.

Use of Estimates and Assumptions

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The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements andas well as the reported amountsamount of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates. In management's opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments

The carryingCompany follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of the Company'sits financial instruments approximatesand paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, income tax payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholder, if any, due to their related party nature.

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Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Stock-based Compensation

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Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

Income taxes are accounted for underThe Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liability method. Deferredliabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are recognized forbased on the estimated future tax consequences attributable to differences between the financial statement carrying amountsand tax bases of existing assets and liabilities and their respectiveusing enacted tax bases and operating loss andrates in effect for the year in which the differences are expected to reverse.  Deferred tax credit carry forwards.assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in effect for the yearyears in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  

Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to the unrecognized tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended January 31, 2014.

Inventories

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Inventories are stated at the lower of cost or market. The cost for inventories is determined using the first-in, first-out method. The cost includes all expenditures incurred in bringing the goods to the point of sale and putting them in a sellable condition. In assessing the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions.  Inventory as of January 31, 2014 consisted solely ofhigh performance 3D printers.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Fiscal Periods

The Company's fiscal year end is October 31.

Recent accounting pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $11,204$11,254 in advertising costs during the period March 17, 2010 (inception) to JulyJanuary 31, 2013.

3.

COMMON STOCK

The authorized capital of the Company is 110,000,000 common shares; par value $0.001 per share.

On October 01, 2010, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,000.

During the month of July 2012, the Company issued 300,000 shares of common stock at a price of $0.04 per share for total cash proceeds of $12,000.

Effective May 15, 2013, and pursuant to a private transaction, 2,450,000 shares were returned to the Company’s treasury for a value of $2,450.

On July 3, 2013, the Company’s Board of Directors authorized a forward stock split of 50 for 1.  Prior to the forward split, the Company had 850,000 common shares outstanding.  As a result of the dividend, the Company now has 42,500,000 shares of common stock outstanding.2014.

4.

INCOME TAXES

As of July 31, 2013 the Company had net operating loss carry forwards of $59,708 that may be available to reduce future years' taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

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5.

RELATED PARTY TRANSACTIONS

On October 01, 2010, the Company sold 3,000,000 shares of common stock at a price of $0.001 per share to its director.

On May 31, 2013, the Company appointed Ronald Leyland as a Director and President.  Concurrent with Mr. Leyland’s appointment, Andre Troshin resigned as President, Secretary, Treasurer and a Director, resulting with Mr. Leyland as the sole officer and director of the Company.

As of July 31, 2013 the total loan amount unpaid to a shareholder was $15,018.  The loan is non-interest bearing, due upon demand and unsecured.

As of July 31, 2013 the total loan amount unpaid to a consultant was $35,000. The loan is non-interest bearing, due upon demand and unsecured.

6.

RISK CONCENTRATION

Major Customers

During the nine month period ended July 31, 2013, all of the company’s revenues were derived from one major customer, Elite Products, Inc.  

Major Vendors

During the nine month period ended July 31, 2013 all of the company’s purchases were from two major vendors, Martherm Company and Comfort Inc.

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SUBSEQUENT EVENTS3. COMMITMENTS AND CONTINGENCIES

Effective August 9, 2013, the Company entered into a Master Credit Agreement whereby Shield Investments, Inc. has agreed to make advances to the Company in an amount not to exceed $1,250,000 in the aggregate.  Each advance will bear an interest rate of 12% annually and principle and interest accrued are payable one year after the date of indebtedness.  The Agreement is not a revolving line of credit and monies borrowed cannot be borrowed, repaid, and reborrowed.re-borrowed.  As of January 31, 2014, the Company owed $332,882 which includes $325,000 in principle and $7,882 in accrued interest.

On October 3, 2013, the Company entered into a Consulting Agreement with Kenneth Morrow to assist the Company with business development and growth plans.  The Company has agreed to monthly compensation for one year, payable in the amount of $5,000 and 5,000 restricted common shares of the Company.

4. COMMON STOCK

The authorized capital of the Company is 110,000,000 common shares; par value $0.001 per share.

On October 01, 2010, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,000.

During the month of July 2012, the Company issued 300,000 shares of common stock at a price of $0.04 per share for total cash proceeds of $12,000.

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Effective May 15, 2013, and pursuant to a private transaction, 2,450,000 shares were returned to the Company’s treasury for a value of $2,450.

On July 3, 2013, the Company’s Board of Directors authorized a forward stock split of 50 for 1.  Prior to the forward split, the Company had 850,000 common shares outstanding.  As a result of the dividend, the Company now has 42,500,000 shares of common stock outstanding.

As of January 31, 2014, and pursuant to a Consulting Agreement, the Company had accrued 20,000 shares of restricted common stock payable.  These shares have been authorized but not issued.  The Company has recorded a consulting expense of $21,300 and recorded these as a stock subscription.

Pursuant to a Rescission of Share Exchange Agreement, effective March 24, 2014, Mr. Ronald Leyland, former president and director, returned his 15,000,000 Shares of Company stock to the Company and the Company returned 100% of B-29 Energy, Inc. shares that were acquired under the Share Exchange Agreement executed on September 2, 2013 to Mr. Leyland.  The Company’s financial statements for the period have been restated to reflect the retro-application of the Rescission Agreement.  As a result and therefore, the Company has recorded a stock subscription in the amount of $15,000.  During the period, the Company rescinded the stock cancellation and stock issuance.  There was no change to the overall shares outstanding.  The Company eliminated the $15,000 stock subscription through paid in surplus.

5. RELATED PARTY TRANSACTIONS

On October 01, 2010, the Company sold 3,000,000 shares of common stock at a price of $0.001 per share to its director.

On May 31, 2013, the Company appointed Ronald Leyland as a Director and President.  Concurrent with Mr. Leyland’s appointment, Andre Troshin resigned as President, Secretary, Treasurer and a Director, resulting with Mr. Leyland as the sole officer and director of the Company.

On September 2, 2013, PUGET TECHNOLOGIES,the Company, B-29 ENERGY INC., and Ronald Leyland, sole director, president, and registered holder of 100% of the shares of B-29 and Chairman and Chief Executive Officer of the Company, entered into a Nevada corporation (“PUGE” orshare exchange agreement whereby the “Company”)Company acquired all of the issued and outstanding common stock of B-29 held by the Shareholder (100 shares) and, in exchange, issued 15,000,000 shares of the Company’s common stock to the Shareholder of B-29. As a result, the shareholder now holds 35.2% of the capital stock of the Company. At the same time as the issuance of the above, current Company shareholder, Allanwater Enterprises Corp., will surrender 15,000,000 shares of the Company’s common stock which the Company will then cancel.  The result is a zero net increase in the issued and outstanding shares of the Company as a result of the share exchange transaction.

As of October 31, 2013 the total amount unpaid to related parties was $660. The loan is non-interest bearing, due upon demand and unsecured.

On March 23, 2014, the Board of Directors appointed Gary J. Valentine as a Director, CEO and President of the Company.  Concurrent with Mr. Valentine’s appointment, Ronald Leyland resigned as President, Secretary, Treasurer and a Director of the Company, which leaves Mr. Valentine as the sole officer and director of the Company.

Pursuant to a Rescission of Share Exchange Agreement, effective March 24, 2014, Mr. Ronald Leyland, former president and director, returned 15,000,000 Shares of Company stock to the Company and the Company returned 100% of B-29 Energy, Inc. shares that were acquired under the Share Exchange Agreement executed on September 2, 2013 to Mr. Leyland.  Concurrent with the resignation of Mr. Leyland, the Company disbursed $25,000 to Mr. Leyland as final payment for services provided to the Company.  The Company’s financial statements for the period have been restated to reflect the retro-application of the Rescission of Share Exchange Agreement.

As of January 31, 2014 the total loan amount unpaid to a shareholder was $184.  The loan is non-interest bearing, due upon demand and unsecured.

As of January 31, 2014 the total loan amount unpaid to a consultant was $50,000. The loan is non-interest bearing, due upon demand and unsecured.

6.

RESTATEMENT OF FINANCIAL STATEMENTS

Restatement number 1:

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On September 2, 2013, the Company, B-29 ENERGY INC., a Colorado corporation (“B-29”), and Ronald Leyland, sole director, president, and registered holder of 100% of the shares of B-29 (the “Shareholder”) and Chairman and Chief Executive Officer of PUGE,the Company, entered into share exchange agreement whereby PUGEthe Company acquired all of the issued and outstanding common stock of B-29 held by the Shareholder (100 shares) and, in exchange, issued 15,000,000 shares of PUGEthe Company to the Shareholder (Shareholder now holds 35.2% of the capital stock of PUGE)the Company).

At the same time as the issuance of the above 15,000,000 PUGECompany shares to Shareholder, current PUGE shareholder Allanwater Enterprises Corp. will surrendersurrendered its 15,000,000 PUGE shares which PUGE will then cancel,were cancelled, resulting in a zero net increase in the issued and outstanding shares of the Company as a result of the issuance in the share exchange transaction.

Pursuant to a Rescission of Share Exchange Agreement, effective March 24, 2014, Mr. Ronald Leyland, former president and director, returned his 15,000,000 Shares of Company stock to the Company and the Company returned 100% of B-29 Energy, Inc. shares that were acquired under the Share Exchange Agreement executed on September 2, 2013 to Mr. Leyland.  The Company’s financial statements for the period have been restated to reflect the retro-application of the Rescission of Share Exchange Agreement. As a result and therefore, the Company has recorded common stock receivable in the amount of $15,000 as of October 31, 2013.

The following reflects the retro-application of the Rescission of Share Exchange Agreement and the restatement of the Company’s financial statements for the period ended October 31, 2013:

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Restatement number 2:

The financial statements have been revised toTable correct an error in accounting for the Company’s common stock, shares outstanding, additional paid in capital, retained deficit, operating expenses and other expenses.  In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly.

The following table represents the effects of Contentsthe subsequent and first restated statements as of January 31, 2014.

9. SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The following material events have occurred up to March 9, 2014:

On February 3, 2014, the Company filed for trademarks related to its SnapSearch℠ app and PrintSnaptic℠ platform with the U.S. Patent and Trade Office in preparation of its first high performance 3D printer for the U.S. consumer market and is continuing the development of supporting technologies to enhance the out-of-box experience.

On February 5, 2014, the Company formed Weistek USA, a Colorado corporation, in preparation for the distribution and sales of its high performance 3D printer in the U.S. consumer market. This new division will pursue the rapidly expanding 3D printing marketplace and in preparation of its business purpose. The Company is developing these supporting technologies that will extend the usefulness of the My3DP personal printer by leveraging the growing interest in personal 3D printing for crafting, jewelry, and domestic goods.

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On March 8, 2014, the Company entered into a Premier Dealer and Servicing Agreement with Shenzhen Weistek Co. Ltd, a Chinese corporation,  in which Weistek USA was appointed as dealer and service provider of the entire line of 3D Printer products and related accessories manufactured and sold by Shenzhen Weistek Co.  Other dealers or product sellers may be appointed for the United States territory, but Weistek, USA, Inc. will be the exclusive after-sales service provider for the United States territory as long as Contract is in force.

On March 23, 2014, the Board of Directors appointed Gary J. Valentine as a Director, CEO and President of the Company.  Concurrent with Mr. Valentine’s appointment, Ronald Leyland resigned as President, Secretary, Treasurer and a Director of the Company, which leaves Mr. Valentine as the sole officer and director of the Company.

Effective March 24, 2014, Mr. Ronald Leyland, former president and director, returned his 15,000,000 Shares of Company stock to the Company and the Company returned 100% of B-29 Energy, Inc. shares that were acquired under the Share Exchange Agreement executed on September 2, 2013 to Mr. Leyland.  The Company’s financial statements for the period ended October 31, 2013 have been restated to reflect the retro-application of the Rescission of Share Exchange Agreement.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Puget Technologies Inc., a Nevada corporation (the “Company”), and development-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the October 31, 20122013 audited financial statements and related notes included in the Company’s Amendment No. 1 to Form 10-K (File No. 333-179212; the “Form 10-K”), as filed with the Securities and Exchange Commission on February 11,14, 2013.  Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

The Company was incorporated in the State of Nevada on March 17, 2009 and established a fiscal year end of October 31.  It is a development-stage Company.

Going ConcernPLAN OF OPERATION

To date the Company has little operations and nominal revenues and consequently has incurred recurring losses from operations.  Little in the way of revenue is anticipated until we complete the financing to implement our initial business plan.  The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed from the proceeds of share subscriptions and loans from shareholders.  From our inception to July 31, 2013, we raised a total of $3,000 from a private offering of our common stock, on October 1, 2010, to a former officer and director of the Company, and $12,000 from the sale of 300,000 shares in a public offering of our common stock.  

The Company plans to raise additional funds through debt or equity offerings.  There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).  The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $59,708 as of July 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

Cash and Cash Equivalents

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The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $8,810 cash and $0 cash equivalents as of July 31, 2013.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and   expenses during the reporting period. Actual results could differ from those estimates. In management's opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Fiscal Periods

The Company's fiscal year end is October 31.

Recent accounting pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $11,204 in advertising costs during the period March 17, 2010 (inception) to July 31, 2013.

PLAN OF OPERATION

Plan of Operation

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Our current cash balance is $8,810.$46,548.  Our cash balance along with anticipated revenue from sales may not be sufficient to cover the expenses we will incur during the next twelve months.

Our business is the distribution of luxury wool bedding sets produced in Germany, and then to export todevelop and sell such items in North America.leading edge consumer oriented products ready for rapid commercialization.  We have generated revenues of $91,090 as of July 31, 2013, and$58,815 since inception. To date our principal business activities related to dateour entry into the additive manufacturing industry consist of creating a business plan, entering into a Supply Agreement, dated October 7, 2011,Memorandum of Understanding with Wollwarenfabrik und Handelsgesellschaft mbH,Shenzhen Weistek Technology Co., Ltd., a GermanChinese company, which is an established manufacturer of leading edge additive manufacturing equipment and supplies.  We are in the process of negotiating our definitive agreements with Shenzhen Weistek related to the formation and operation of Weistek

USA, a newly formed venture intended to be the distributor of wool products and working on selling our offering of our common stock.  Wollwarenfabrik und Handelsgesellschaft mbH is a large and well-established supplier and distributor of woolmanufactures representative for Weistek products in Germany. The terms and conditions of the Supply Agreement provide that, among other things,United States.

When we havebegin accepting orders for Weistek USA products via the right to purchase Luxury wool products at item prices identified in the Supply Agreement.

Ourhttp://www.WeistekUSA.com our customers arewill be asked to 100% prepay for the products. Customers will have three options to pay for our products: by credit card, by wire transfer or by sending a check/money order.  If customer decides to pay by check/money order, then we apply a certain amount of days before shipping to have the check/money order cleared. Customers are responsible to cover the shipping costs. Shipping costs are added automatically to a customer’s final bill. As soon as we receive prepayment for the products from our customers purchase these products from our supplier by wire transfer or credit card payment including shipping costs.  The purchased products are shipped directly to the customers.

Milestones

We plan on accomplishing the following milestones during the next twelve months:

Set up Office.Completion of Definitive Agreements with Shenzhen Wesitek Ltd.

Time Frame: 1st- 6th months.1-2 months

We were not able to sell our entire offering so we will have to rely on sales revenue to generate the funds required to set up our officeare in the USprocess of negotiating our definitive agreements with Shenzhen Weistek related to the formation and acquireoperation of Weistek USA, a newly formed venture intended to be the necessary equipment to furnishdistributor and manufactures representative for Weistek products in the office.  In the meantime we will continue to utilize the premises provided by Andre Troshin. He will also continue to handle our administrative duties.United States.

Continue to Expand Our Website.Release Beta models of Weistek USA Product Line for Testing and Evaluation.

Time Frame: 3rd-9th months.1-2months.

We registeredhave already begun internal testing procedures on prototype units delivered by Shenzhen Wesitek.  We anticipate in the next 30-45 days that we will release Beta units for testing to selected 3^rd party testers.  The results by our web domain www.pugettechnologies.combeta testing program will allow us to continue working with Shenzhen Weistek to upgrade and set up our website.  As funds become available from sales we planimprove their products with an eye to expand our website, updatingusability and improving it to provide options such as online ordering.reliability in the US market.

Launch Retail Sales via http://www.WeistekUSA.com.

Time Frame: 2-3 months.

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We have already launched the website for Weistek USA at http://www.WeistekUSA.com.  We are in the process of making enhancements to the website that will ultimately allow for interested customers to sign up for our waiting list, pre-order product, and ultimately complete the sale of our products and supplies.

Continue Advertising/ Marketing Campaign.Product Enhancement and New Product Launches.

Time Frame: 1st-12th months.

We intendOur engineering and design teams will continue to use marketing strategies, such as web advertisements, direct mailing,work with Shenzen Wesitek to further enhance and phone calls to acquire potential customers.  We also  expect  to get  new  clients  from  ”word  of  mouth” advertising  where our new  clients will  referrefine their friend and colleagues to us.  As funds allow, we plan to attend trade shows in our industry to showcase our productproducts with a view to find new customers.  We also will use internet promotion tools on Facebook and Twitter to advertise ourgoal of providing products and company.

Negotiate service agreements with potential wholesale customers.

Time Frame: 1st-12th months.

Initially, our sole officersolutions that will provide industry leading reliability and director, Mr. Troshin, will look for potential wholesale customers. We will negotiate terms and conditions of collaboration.  Even thoughusability.  At the negotiation with potential wholesale customers will be ongoing during the life of our operations, we cannot guarantee thatsame time we will be able to find successful agreements, infocus significant resources on the development of additional products which case our business may fail and we will have to cease our operations.feel are ready for rapid commercialization.

Even if we are able to obtainestablish a sufficient number of service agreementssales volume at the end of the twelve monthtwelve-month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures.  If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Hire a Salesperson.

Time Frame: 6th-12th months.

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If revenue supports the expense we intend to spend $12,000 to hire one salesperson to introduce our products.  The salesperson’s job would be to find new potential purchasers, and to set up agreements with wholesale customers to buy our Luxury wool products.

We may also need to obtain additional financing to operate our business for the twelve months if sales from revenues are not sufficient. Additional financing, whether through public or private equity or debt financing, arrangements with the security holder or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital.

If we are unable to attract more customers we may have to suspend or cease operations.  If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.  If we cease operations we likely will dissolve and file for bankruptcy and shareholders would lose their entire investment in our company.

Results of Operations

Three- and Nine-MonthThree-Month Periods Ended JulyJanuary 31, 20132014 and 20122013

We recorded no revenue for the three months JulyJanuary 31, 2013,2014, and $22,245$32,275 of revenue for the three months ended JulyJanuary 31, 2012.  We recorded $32,275 of revenue for the nine months July 31, 2013, and $22,245 of revenues for the nine months ended July 31, 2012.2013. From the period of March 17, 2009 (inception) to JulyJanuary 31, 2013,2014, we recorded $91,090$58,815 of revenue and a loss of $411$4,946 after cost of sales.

For the three months ending JulyJanuary 31, 2013,2014, general and administrative expenses were $26,602 and consisted of $8,500 of$57,421, legal and professional fees $10,000 for salarieswere $71,790, selling and $8,102marketing expenses were $47,494 and research and development expenses were $7,615.   This resulted in an operating loss of other general and administrative expenses.$184,320.  For the three months ending JulyJanuary 31, 2012,2013, we had no general and administrative$3,294 in operating expenses andresulting in a loss of $4,056.

For the nine months ending July 31, 2013, general and administrative expenses were $44,545, consisting of $19,214 of legal and professional fees, $4,074 of marketing and advertising, and $11,257 of other general and administrative expenses, on gross profit of $4,534.  For the nine months ending July 31, 2012, general and administrative expenses were $5,668, consisting of $5,500 of legal and professional fees, $148 marketing and advertising and $20 of “other general and administrative expenses” on a gross loss of $4,056.$1,240.

From the period of March 17, 2009 (inception) to JulyJanuary 31, 2013, we2014, the Company has incurred operating expenses of $59,297, on grossa net loss of $411.$376,909 from inception.

Liquidity and Capital Resources

At JulyJanuary 31, 2013,2014, we had a cash balance of $8,810.$46,548.   We do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses beyond 12 months.  We will need to raise funds to commence our development program and fund our ongoing operational expenses.  Additional funding will likely come from equity financing from the sale of our common stock, if at all. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company.   We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development of our minerals claims and our business will fail.

Subsequent Events

There were no reportable subsequent events through dateOn March 8, 2014, the Company entered into a Premier Dealer and Servicing Agreement with Shenzhen Weistek Co. Ltd, a Chinese corporation,  in which Weistek USA was appointed as dealer and service provider of this filing that have not been reportedthe entire line of 3D Printer products and related accessories manufactured and sold by Shenzhen Weistek Co.  Other dealers or product sellers may be appointed for the United States territory, but Weistek, USA, Inc. will be the exclusive after-sales service provider for the United States territory as long as Contract is in a Form 8-K.force.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of JulyJanuary 31, 2013.2014.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A.

RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)  Exhibits required by Item 601 of Regulation SK.

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-179212), as filed with the Securities and Exchange Commission on January 27, 2012.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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