Cover
Cover - shares | 9 Months Ended | |
Jul. 31, 2021 | Sep. 14, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 333-179212 | |
Entity Registrant Name | Puget Technologies, Inc | |
Entity Central Index Key | 0001540615 | |
Entity Tax Identification Number | 01-0959140 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1200 North Federal Highway | |
Entity Address, Address Line Two | Suite 200-A | |
Entity Address, Address Line Three | Boca Raton | |
Entity Address, City or Town | Florida | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 33432 | |
City Area Code | 561- | |
Local Phone Number | 210 - 8535 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 4,745,728,041 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 |
Current assets: | ||
Cash | $ 49 | $ 55 |
Total current assets | 49 | 55 |
Total assets | 49 | 55 |
Current liabilities: | ||
Accounts payable and accrued expenses | 32,948 | 36,971 |
Related Party Debt | 195,297 | 120,964 |
Current portion of Notes Payable | 99,674 | |
Accrued interest on Current portion of Notes Payable | 66,538 | |
Total current liabilities | 228,245 | 324,147 |
Long-term liabilities: | ||
Notes payable | ||
Total long-term liabilities | ||
Total liabilities | 228,245 | 324,147 |
STOCKHOLDERS’ EQUITY | ||
Common stock, $.001 par value; Authorized - 2020 - 4,990,000,000 Issued - 2021 - 4,745,728,041; 2020 - 3,545,540,022 | 4,745,728 | 3,545,540 |
Paid in Capital | 1,760,180 | 2,193,434 |
Accumulated deficit | (6,637,606) | (6,066,566) |
Total stockholders’ equity (deficit) | (228,196) | (324,092) |
Total liabilities and stockholders’ equity | 49 | 55 |
Preferred Class A [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 500 | 500 |
Preferred Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | $ 3,002 | $ 3,000 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2021 | Oct. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 4,990,000,000 | 4,990,000,000 |
Common stock, issued | 4,745,728,041 | 3,545,540,022 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred b stock, authorized | 500,000 | 500,000 |
Preferred b stock, issued | 500,000 | 500,000 |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred b stock, authorized | 5,000,000 | 5,000,000 |
Preferred b stock, issued | 3,001,904 | 3,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | ||||
Sales | ||||
Cost of Sales | ||||
Gross profit | ||||
Operations | ||||
Interest expense | 30,510 | 257,677 | 46,870 | |
Officer compensation | 90,000 | 240,038 | 270,000 | |
Management fees to related party | 30,000 | 90,000 | ||
Legal and professional fees | 10,790 | 37,500 | ||
Other general and administrative | 5,720 | 78 | 45,825 | 234 |
Total expenses | 46,510 | 120,588 | 671,040 | 317,104 |
(Loss) from operations | (46,510) | (120,588) | (671,040) | (317,104) |
Provision (credit) for taxes on income | ||||
Net (loss) | $ (46,510) | $ (120,588) | $ (671,040) | $ (317,104) |
Weighted average number of shares outstanding | 4,745,728,041 | 858,343,342 | 4,649,914,942 | 848,477,778 |
Basic and diluted (loss) per common share | $ (0.00000980) | $ (0.00014049) | $ (0.00014431) | $ (0.00037373) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity Deficit (Unaudited) - 9 months ended Jul. 31, 2021 - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2020 | $ 3,545,540 | $ 3,000 | $ 2,193,434 | $ (6,066,566) | $ (324,092) |
Beginning balance shares at Oct. 31, 2020 | 3,545,540,022 | ||||
Issued for AP conversion | 2 | 1,801 | 1,803 | ||
Issued for debt conversions | $ 1,091,080 | (565,985) | 525,095 | ||
Issued for debt conversions,shares | 1,091,080,017 | ||||
Issued for stock compensation | $ 109,108 | 130,930 | 240,038 | ||
Issued for stock compensation,shares | 109,108,002 | ||||
Net income (loss) | (671,040) | (671,040) | |||
Ending balance, value at Jul. 31, 2021 | $ 4,745,728 | $ 3,002 | $ 1,760,180 | $ (6,737,040) | $ (228,196) |
Ending balance shares at Jul. 31, 2021 | 4,745,728,041 |
Statements of Cash Flow (Unaudi
Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) | $ (671,040) | $ (317,104) |
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities: | ||
Stock compensation | 240,038 | 270,000 |
Conversion Interest Expense | 257,677 | 22,330 |
Change in current assets and liabilities: | ||
Expenses paid by related parties | 10,000 | |
Accounts payable and accrued expenses | (2,219) | 24,540 |
Net cash flows from operating activities | (165,544) | (234) |
Cash flows from financing activities: | ||
Advances from shareholders and related parties | 183,171 | 170 |
Proceeds/(Payment) of notes payable | (17,633) | |
Net cash flows from financing activities | 165,538 | 170 |
Net cash flows | (6) | (64) |
Cash and equivalents, beginning of period | 55 | 97 |
Cash and equivalents, end of period | 49 | 33 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental non-cash transaction disclosures: | ||
Shares issued for services | 240,038 | 270,000 |
Debt converted to equity | $ 525,095 | $ 9,162 |
Description of Business and Goi
Description of Business and Going Concern | 9 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Going Concern | N ote 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 Historical 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 2020), 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 the Registrant funds 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. Current Strategic Business Plan The Registrant’s current strategic business plan calls for it to operate as a holding company operating in four diverse areas through subsidiaries. The four diverse areas in which the Registrant intends to concentrate through subsidiaries are, in the order in which it is anticipated projects will be undertaken, as follows: 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 independent publicly traded status after a an incubation 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 president has with tax related benefits of doing business in the Commonwealth of Puerto Rico, the Registrant intends to explore opportunities for potential subsidiaries there. The Registrant’s Proposed Program for Consolidated Operating Subsidiaries The Registrant proposes to seek out business opportunities its management deems promising and which its Board of Directors feels it can supervise and develop. Initially, as described below, this involves ownership and operation of healthcare related enterprises. Furthermore, the Registrant has formed a Board of Advisors and believes that with the assistance of its Advisory Board, its strategic consultant, Qest, and the efforts of its officers, it can find projects of interest that can be developed into diverse lines of business, with the Registrant itself serving as a resource center for its diverse subsidiaries, providing savings in operational expenditures based on size and coordinated efforts and generating synergy among its corporate family. The Registrant’s Proposed Program for Operating Incubator Subsidiaries The Registrant proposes a program for promising privately held operating companies that eventually want to attain independent publicly traded status but realize that subjection to regulation under federal and state securities laws as well involvement with investors and the investment banking community has as many pitfalls as benefits and thus justify a period of supervised mentoring. The former owners will be able to continue to grow and manage their businesses on their own through the grant of a proxy to vote such subsidiary’s capital stock subject to the following conditions: the Registrant will have the right to designate one member of the subsidiary’s board of directors, the Registrant will control, with the advice and input of the subsidiary’s management, the subsidiary’s legal and auditing matters, and the subsidiary will contribute along with all other subsidiaries, a proportional share of its net-after tax profits to the Registrant for payment of administrative and overhead expenses. After a period as a subsidiary of the Registrant during which time the subsidiary’s management would learn the intricacies of being regulated under state and federal securities regulation, the subsidiary’s original stockholders or their successor’s in interest would, if they so elect, have the right to spin out as independent public companies. That would be accomplished by having 15% of their common stock transferred as a stock dividend to the Registrant’s stockholders, registered for such transfer with the Commission pursuant to Section 5 of the Securities Act, making them reporting companies with the Commission pursuant to Sections 13 and 15(d) of the Exchange Act. Ten percent of the subsidiary’s securities would be temporarily retained by the Registrant and either sold off or conveyed to the subsidiary operating as a Small Business Development Company, and the rest would be returned to the operating subsidiary’s original stockholders in exchange for 75% of the Registrant’s securities issued to acquire the operating subsidiary. To the extent the subsidiary’s original stockholders had disposed of the Registrant stock received in the reorganization, they would have to either reacquire it for tender to the Registrant, or forfeit their spinout options. In the event the original stockholders could not or did not elect to exercise their spinout rights, the Registrant would elect to either retain the operating subsidiary as wholly owned, or, spin it out in whole or in part to its stockholders through a registered dividend distribution procedure similar to the one described above anyway. Business Development Companies Assuming success in implanting the initial two stages of its proposed plan of operation, the Registrant expects that it would next move on to the organization and operation of a business development company under Sections 54 through 65 of the Investment Company Act (a “BDC”) which it believes would generate significant synergy with the operating subsidiaries program described above. For example, the Registrant must not accumulate investment securities or else it will be subject to regulation as an investment company. By having a BDC subsidiary, it can transfer the balance of the securities remaining when it spins off a subsidiary to the business development company eliminating such risk as well as helping capitalize the business development company. BDCs must concentrate on developing companies, must provide continuing management assistance to the companies in which they invest but enjoy significant advantages in the form of limited regulation compared to ordinary mutual funds and advantages in raising capital. It is anticipated that such project would not be initiated prior to 2023. BDCs are similar to venture capital funds, they are. However, there are some key differences. One relates to the nature of the investors each seeks. Venture capital funds are available mostly to large institutions and wealthy individuals through Limited Offerings. In contrast, business development companies allow smaller, non- accredited investors to invest in them, and by extension, in small growth companies. Special Purpose Acquisition Companies (“SPAC”) Subsequent to organization of a BDC subsidiary, assuming success in doing so, the Registrant plans to organize a sequential series special purpose acquisition companies which its current management and Qest believe will complement the other three proposed segments of its proposed business plans providing an additional, more independent option for more seasoned companies that desire to attain publicly traded status. As in the foregoing case, the Registrant would either distribute securities it retains in SPACs it organizes to its shareholders in the form of stock dividends, or distribute them to its business development company subsidiary avoiding direct regulation as an investment company. A SPAC is a “blank check” shell corporation designed to take companies public without going through the traditional IPO process. SPACs allow retail investors to invest in private equity type transactions, particularly leveraged buyouts. 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. Recent Acquisition Related Activities: As material subsequent events, the Registrant has initiated implementation of the initial two aspects of its strategic plan as follows: BCSF As disclosed in the recently executed Acquisition & Option Agreement with Behavioral Centers of South Florida LLC (“BCSF”), a copy of which has been filed with the Commission (see current report on Form 8-K dated August 25, 2021), 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 the Registrant, 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, pursuant to the Acquisition & Option Agreement, it will convert into a Florida corporation as permitted under Section 607.11933, Florida Statutes. BCSF 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 Acquisition through the acquisition of compatible and complementary businesses, as well as by establishing additional clinics, initially in the State of Florida. 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. 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. BCSF’s total revenues for the calendar years ended December 31, 2018 (nine months), 2019 and 2020 (all unaudited and thus subject to material adjustments) increased from $ 959,871 3,237,687 5,540,711 The proposed acquisition will take place in two stages. First, the acquisition of 50% of all of BCSF’s securities and equity interests plus an irrevocable option to purchase the balance of BCSF, in each case the price being $2,500,000 payable in cash ($1,000,000) and in shares of the Registrant’s Class B Convertible Preferred Stock. The Class B Convertible Preferred Stock issuable in conjunction with the initial part of the acquisition will be valued at $2.00 per share, reflecting the Registrant’s lack of assets, income and operations and shell status under the Exchange Act at such time, but at $5.00 per share for the exercise of the option to acquire the balance of BCSF’s securities, reflecting the fact that at such time, the Registrant will have already become a company with assets, operations, income and profits, and will no longer be classified as a “shell” for purposes of the Exchange Act. D & D On August 5, 2021, the Registrant entered into a letter of intent to acquire D & D Rehab Center, Inc., a Florida corporation organized on February 5, 2010 (“D & D”). D & D is a health care provider which trains or retrains individuals disabled by disease or injury to help them attain their maximum functional capacity. It is registered in Centers for Medicare & Medicaid Services (CMS), National Plan and Provider Enumeration System (NPPES). Its NPI number is 1952748709, assigned on June 2013. Its primary taxonomy code is 225400000X. It currently uses 92 persons to provide services to its client/patients, six of whom are administrative employees and 86 are independent contractors comprised of the following: ● Twenty-five persons implement various therapeutic modalities to children and adults at D & D’s clinic in Hialeah, nine of whom are occupational therapists, seven are physical therapists and nine are speech therapists. ● An additional sixty-one people provide applied behavioral analysis therapy for children with autism spectrum and other issues that impede their proper quotidian function at their homes, the latter being comprised of 45 registered behavioral technicians supervised by eleven board certified behavioral analysts (each with at least a master’s degree) assisted by five board certified assistant behavioral analysts. D & D’s total revenues for the calendar years ended December 31, 2019 and 2020 were $ 3,595,291 3,635,240 221,252 252,242 The proposed transaction with D & D has been structured in a manner similar to that reflected in the BCSF Acquisition Agreement. The D & D parties have tentatively agreed, subject to conducting required due diligence and confirmations, that the Registrant will acquire D & D in two stages, first, a 50% interest in exchange for $ 1,500,000 1,500,000 Transactions under Negotiation The Registrant has entered into two additional letters of intent to acquire companies in the health care industry but prices and terms have yet to be negotiated: ● The first, Florida Behavioral Center, Inc. (dba “Florida Healthcare System” and referred to as “FHS”), organized in 2015 and based in Doral, Florida, is a healthcare organization that provides mental health services through an experienced team of psychiatrists, mental health counselors, case managers, and administrative staff. Common mental health concerns treated include anxiety, substance abuse, depression, suicide risk, trauma, bipolar disorder, and attention deficit disorder; and targeted case management services are offered for mental illness in patients of all ages. ● The second, Glades Medical Centers of Florida LLC (“Glades”), a Florida limited liability company is the successor in interest to Glades Medical Centers LLC, a Florida limited liability company organized on May 28, 2014 after its entry into a joint venture with Primary Medical Physicians, LLC, also a Florida limited liability company (all collectively referred to as “The Glades Group”). Its services focus on primary care diagnosis of and treatments for illnesses such as colds, flu, stomach aches or ear infections; minor injury care such as less severe bumps, cuts, abrasions or sprains; pediatrics from common childhood illnesses like influenza, bronchitis, rashes or infections, to minor injury care for cuts, lacerations, sprains or breaks; x-rays and in-house lab testing, and occupational medicine. In each case, the companies have granted the Registrant a 90 day exclusive right to negotiate specific terms after it conducts required due diligence and the parties determine the most appropriate valuations and form of acquisition. In each case, the acquired companies would become consolidated subsidiaries of the Registrant and incorporated into the Registrant’s health care division, along with Behavioral Centers of South Florida, LLC and D & D Rehab Center Inc., in order to generate synergy and attain significant operational savings. FHS’s total revenues for the calendar years ended December 31, 2019, and 2020 (currently unaudited) were approximately $3.9 million and $4.1 million, respectively; and, revenues for the Glades Group for the calendar years ended December 31, 2019, and 2020 (currently unaudited) were $700,000 and $500,000, respectively. While it is anticipated that the FHS transaction will involve a traditional acquisition, the Glades Group acquisition would probably be part of the Registrant’s incubator program for companies that are interested in potential future spinouts as independent public companies. In all three cases, the Registrant intends to conclude related negotiations on or before November 30, 2021 with closings occurring by December 31, 2021. Comments The Registrant feels that the acquisition of D & D and the additional transactions currently under negotiation will complement its proposed acquisition of BCSF generating significant synergy and savings and looks forward to the possibility of acquiring other healthcare related businesses in the near future. As in the case of BCSF, the foregoing constitute forward looking statements and the proposed transaction is reliant on successful completion of this Limited Offering. 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 July 31, 2021, the Registrant had recurring losses from operations, an accumulated deficit of $ 6,737,606 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation of Unaudited Interim Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“Commission”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Registrant’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Registrant as of July 31, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the quarterly period ended July 31, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim financial statements should be read in conjunction with the financial statements and related notes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2020 filed with the Commission on February 12, 2021. Basic and Diluted Loss per Share The Registrant 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. Registrant has shares of Class B Convertible Preferred Stock (“Class B”) which can convert to common shares at a rate 10 shares common for each Preferred B share. However since the inclusion of the effects of these potential conversions on the net loss per share would be anti-dilutive, loss and diluted loss per share are equal. The total potential shares not included in the calculation are 30,019,040 Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued. The Registrant’s management believes that these recent pronouncements will not have a material effect on the Registrant’s unaudited interim financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3. Related Party Transactions During the nine-month period ended July 31, 2021, the Registrant entered into the following transactions with related parties: Qest converted $46,844 of principal and $71,995 of accrued interest owed to it by the Registrant into 118,839,180 common shares. 109,108,002 common shares were issued to Qest as compensation under the Registrant’s employment agreement with its president, the rights to which have been assigned to Qest. Qest advanced $105,297 in cash and Registrant accrued $90,000 in contract fees in the nine- month period ended July 31, 2021. As of July 31, 2021 and October 31, 2020, there were $ 195,297 120,964 The employment agreements for the Registrant’s officers as of July 31, 2021, expired on October 31, 2021 and were orally renewed without compensation, as the Registrant seeks their eventual replacements. As a material subsequent event, on August 19, 2021 the Registrant hired Ms. Karen Lynn Fordham as its new president and chief executive officer with Hermann Burckhardt, its president and chief executive officer until that point remaining as the chairman of the Registrant’s board of directors. Details concerning Ms. Forbes compensation are disclosed in Note 1. |
Notes Payable
Notes Payable | 9 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable A summary of notes payable and accrued interest for nine months ended July 31, 2021 is as follows: Schedule of debt Adar LG Union Vis Vires TOTAL Notes Payable Balance 10/31/2020 $ 9,099 $ 21,256 $ 54,859 $ 14,460 $ 99,674 Conversions (8,966 ) (21,256 ) (54,859 ) — (85,081 ) Payments (133 ) — — (14,460 ) (14,593 ) Balance 7/31/2021 $ — $ — $ — $ — $ — Accrued Interest Balance 10/31/2020 $ 5,295 $ 31,274 $ 26,929 $ 3,040 $ 66,538 Conversions (5,295 ) (31,274 ) (26,929 ) — (63,498 ) Payments — — — (3,040 ) (3,040 ) Balance 7/31/2021 $ — $ — $ — $ — $ — Convertible Note Payable – Number 1 Adar On February 2, 2015, the Registrant issued an unsecured 8% Convertible Redeemable Note to Adar Bays LLC (Note Number 1), in the amount of $75,000, which was due January 30, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise (Adar). The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) was equal to 57.5% multiplied by the Market Price (as defined therein) (representing a discount rate of 42.5%). The Registrant had the right to prepay the note only during the initial 180 days. During 2015 a law suit was filed 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 At October 31, 2018 the Registrant had a balance principal balance owed under the note of $118,000 and accrued interest of $ 21,217 During fiscal 2019, 141,927,826 shares were issued to the holder to convert $8,736 in principal and $0.00 in accrued interest. Interest expense of $5,600 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $9,099 and accrued interest of $5,295. During fiscal 2020, 2,112,921,739 shares were issued to the holder to convert $100,165 in principal and $27,122 in accrued interest. Interest expense of $5,600 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $109,264 and accrued interest of $26,817. In the first quarter of fiscal 2021, 186,518,261 shares were issued to the holder to convert $9,099 in principal and $5,295 in accrued interest and a cash payment was made of $132.54. At July 31, 2021, the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 2,441,367,826 shares were issued and $132.54 was paid to cover $139,600 in principal and $32,417 of interest. Convertible Note Payable – Number 2 LG On February 2, 2015, the Registrant finalized a Convertible Redeemable Note with LG Capital Funding LLC (Note Number 2) in the amount of $53,500, which was due January 28, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) was equal to 54% multiplied by the Market Price (as defined therein) (representing a discount rate of 46%). The Registrant had the right to prepay the note only during the initial 180 days. At October 31, 2018 the Registrant had a balance principal balance owed of $21,256 and accrued interest of $19,594. During fiscal 2019, interest expense of $5,840 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $21,256 and accrued interest of $25,434. During fiscal 2020, interest expense of $5,600 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $21,256 and accrued interest of $31,274. In the first quarter of fiscal 2021, 52,530,000 shares were issued to the holder to convert $21,256 in principal and $31,274 in accrued interest. At July 31, 2021, the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 64,142,007 shares were issued to cover $53,500 in principal and $32,746 of interest. Convertible note payable – Number 4 Union The Registrant finalized an 8% Convertible Redeemable Note with Union Capital LLC (Note Number 4) in the amount of $ 75,000 During 2015 a law suit was filed in the United States District Court for the Southern District of New York Case No. 15-cv-09542 entitled Union Capital LLC v Puget Technologies Inc. and Herman Burckhardt At October 31, 2018 the Registrant had a balance principal balance owed of $128,600 and accrued interest of $26,624. During fiscal 2019, 406,279,540 shares were issued to the holder to convert $60,400 in principal and $7,795 in accrued interest. Interest expense of $7,800 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $ 68,200 During fiscal 2020, 343,486,654 shares were issued to the holder to convert $13,341 in principal and $6,410 in accrued interest. Interest expense of $6,710 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $ 54,859 In the first quarter of fiscal 2021, 733,192,576 shares were issued to the holder to convert $54,859 in principal and $26,929 in accrued interest. At July 31, the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 1,515,989,330 shares were issued to cover $156,980 in principal and $42,741 of interest. Convertible note payable – Number 5 Vis Vires On February 27, 2015, the Registrant finalized a Convertible Promissory Note with Vis Vires Group, Inc. (Note Number 5) in the amount of $50,000, which was due December 3, 2015 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) was equal to 58% multiplied by the Market Price (as defined therein) representing a discount rate of 42%. The Registrant had the right to prepay the note only during the initial 180 days. At October 31, 2018 the Registrant had a balance principal balance owed of $14,460 and accrued interest of $3,040. During fiscal 2019, interest expense of $0 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $14,460 and accrued interest of $3,040. During fiscal 2020, interest expense of $0 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $14,460 and accrued interest of $3,040. In the first quarter of fiscal 2021, $17,500 was paid in cash to the holder to convert $14,460 in principal and $3,040 in accrued interest. At July 31, 2021, the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 12,087,383 shares were issued to cover $20,540 in principal, and $32,500 was paid in cash to cover $29,460 in principal and $3,040 of interest. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 5. Subsequent Events The Registrant 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. There were no material subsequent events through September 14, 2021 which needed to be disclosed in the accompanying financial statements, except as disclosed in Note 1 and as follows. In conjunction with the Registrant’s plan to revise and improve its management disclosed in the Registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2020 and in order to provide the leadership the Registrant’s board of directors believes the Registrant requires as it enters into the healthcare field with the proposed acquisitions of Behavioral Centers of South Florida LLC and D & D Rehab Center, Inc., etc. Pursuant to the terms of the Registrant’s employment agreement with Ms. Fordham entered into on August 19, 2021, a copy of which was filed as exhibit 10.01 to a current report on Form 8-K filed with the Commission on August 25, 2021 (the “Employment Agreement” and the “August 25 Current Report”), Ms. Fordham will serve as the Registrant’s principal executive officer to whom all other executive officers will be subordinate, subject to the directions of the Registrant’s board of directors. She will supervise all of the Registrant’s affairs and be responsible for implementation of the business plans approved by the board of directors and for assuring compliance by the Registrant and the Registrant personnel with all applicable laws. She will be subject to all duties and responsibilities associated with the position of chief executive officer, subject to such limitations or specifications imposed by the Registrant’s board of directors, including, serving as the Registrant’s general agent and spokesperson, subject to compliance with the directions of its board of directors. Subject to ratification by the Registrant’s board of directors, Ms. Fordham will be permitted to serve as a director of other public, private or governmental corporations, with or without compensation therefrom, and is in fact, urged to do so provided that in the event of any conflicts of interest with her duties to the Registrant, her duties to the Registrant will prevail, absent specific waiver on a case by case basis by the Registrant’s board of directors. The term of the employment agreement is five years with automatic annual renewals thereafter unless one of the parties notifies the other on a timely basis of its intention not to renew. It contains strict confidentiality and non-competition provisions requiring Ms. Fordham to devote her full time to the Registrant unless otherwise permitted by the Registrant’s board of directors. Pursuant to the terms of the Employment Agreement, Ms. Fordham will be entitled to compensation as follows: ● Ms. Fordham will be entitled to a signing bonus of $100,000 from proceeds of the Limited Offering of the Registrant securities being effected in reliance on Commission Rule 506(b), payable within 15 business days following initial closing on such Limited Offering; Ms. Fordham will be entitled to a base monthly salary, payable in arrears, of $30,000 accruing until initial closing on the Limited Offering of the Registrant securities being effected in reliance on Commission Rule 506(b); Ms. Fordham will be entitled to share with the Registrant’s other senior executives approved by the board of directors in an annual cash bonus plan in an aggregate amount equal to 3% of the Registrant’s net, after tax profits, payable within 15 business days following the filing of the Registrant’s annual report on Commission Form 10-K, based on the audited financial disclosure contained therein, to be allocated among such officers in accordance with criteria established by Ms. Fordham and ratified by the Board of Directors; Ms. Fordham will be entitled to participate in the Registrant’s qualified incentive equity compensation stock option plans with other senior executives entitling them, in the aggregate, to options to acquire designated Registrant securities with an aggregate market value on the grant date (which will coincide with the end of the Registrant’s fiscal year but will be determined on the date of filing of the Registrant’s annual report on Commission Form 10-K, based on the audited financial disclosure contained therein), equal to 10% percent of the Registrant’s after tax profits for the subject year, to be allocated among such officers in accordance with criteria established by Ms. Fordham and ratified by the Board of Directors; and ● Ms. Fordham will be entitled to expense reimbursement, including reimbursement for the use of her personal automobile, or, at her option to a company vehicle, and for itemized eligible business expenses including travel, lodging and entertainment, subject to ratification by the board of directors. The foregoing information is qualified in its entirety by the information contained in the Employment Agreement. As of the date of this quarterly report, Ms. Fordham does not, directly or indirectly, own any of the Registrant’s securities, a situation which is expected to change soon. Her initial priority will be closing on the BCSF acquisition and the Limited Offering; negotiating the definitive agreement with D & D; seeking additional healthcare related acquisitions; and, recruiting a complete management team including a new secretary, a new treasurer and chief financial officer, a chief compliance officer and an operational team. In addition, she will supervise the preparation of a business plan seeking to consolidate healthcare related acquisitions in order to maximize synergy and minimize costs. Acquisitions outside of the healthcare field will, unless an unusual opportunity arises, be given a lower priority until the 2022 fiscal year. The following information is summarized from Ms. Fordham most recent bio provided to the Registrant: Ms. Fordham, age 46, was born and raised in Grosse Pointe, Michigan. She earned a master’s degree in business administration and a bachelor’s degree in science with minors in business, social work and criminal justice from Western Michigan University. She is an accomplished healthcare executive with more than 20 years of diverse experience specializing in operations, service line development, strategic planning, physician recruitment, process improvement and financial management for large healthcare organizations. Her experience includes managing behavioral health divisions in various large hospital settings, expertise valuable to Puget as it concentrates its emerging health care acquisition strategy towards acquiring and developing integrated health care delivery systems that fuse behavioral and traditional primary care. Analyzing her background disclosed below, the Registrant’s board of directors has determined that she is the ideal candidate to implement its healthcare related acquisition strategy as well as to consolidate and supervise healthcare related operations and determined that her management and leadership skills would work well in other areas as well. For much of the past decade, Ms. Fordham has served in executive roles as chief operating officer and then chief executive officer with the Detroit Medical Center (DMC) system where from 2015 to 2017 she was president and chief executive officer of Huron Valley-Sinai Hospital, a 158-bed full-service community teaching hospital near downtown Detroit and Detroit Surgery Hospital, a behavioral health and acute care hospital, in the same market. Ms. Fordham was also the service line leader for two of the Detroit Medical Center’s largest service lines, Orthopedics and Sports Medicine and Imaging Services. In 2017 she founded Topside Strategies, a consulting firm working with physicians and healthcare companies across the country. Ms. Fordham served as chief executive officer of Venice Regional Bayfront Health and Gulf Coast Medical Group based in Venice, Florida from 2018 to 2020. Venice Regional Bayfront Health is a 313-bed facility and w Ms. Fordham sits on the boards of Tidewell Hospice, Avidity Home Health Care, and the Venice Chamber of Commerce, and has received many honors and awards, including inclusion in Detroit Crain’s Business Top 40 under 40 in 2014 and the 2014 Esteemed Women of Michigan. In addition, in 2019, Ms. Fordham was recognized as a Top 40 Business Professional by the Venice Gondolier and by SRQ Media as a Women in Business nominee. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Unaudited Interim Financial Statements | Basis of Presentation of Unaudited Interim Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“Commission”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Registrant’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Registrant as of July 31, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the quarterly period ended July 31, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim financial statements should be read in conjunction with the financial statements and related notes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2020 filed with the Commission on February 12, 2021. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Registrant 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. Registrant has shares of Class B Convertible Preferred Stock (“Class B”) which can convert to common shares at a rate 10 shares common for each Preferred B share. However since the inclusion of the effects of these potential conversions on the net loss per share would be anti-dilutive, loss and diluted loss per share are equal. The total potential shares not included in the calculation are 30,019,040 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued. The Registrant’s management believes that these recent pronouncements will not have a material effect on the Registrant’s unaudited interim financial statements. |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt Adar LG Union Vis Vires TOTAL Notes Payable Balance 10/31/2020 $ 9,099 $ 21,256 $ 54,859 $ 14,460 $ 99,674 Conversions (8,966 ) (21,256 ) (54,859 ) — (85,081 ) Payments (133 ) — — (14,460 ) (14,593 ) Balance 7/31/2021 $ — $ — $ — $ — $ — Accrued Interest Balance 10/31/2020 $ 5,295 $ 31,274 $ 26,929 $ 3,040 $ 66,538 Conversions (5,295 ) (31,274 ) (26,929 ) — (63,498 ) Payments — — — (3,040 ) (3,040 ) Balance 7/31/2021 $ — $ — $ — $ — $ — |
Description of Business and G_2
Description of Business and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Total revenues | ||||||||||
Cash equivalents | 49 | $ 33 | 49 | $ 33 | $ 55 | $ 97 | ||||
Accumulated Deficit | 6,637,606 | 6,637,606 | $ 6,737,606 | $ 6,066,566 | ||||||
B C S F [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Total revenues | $ 959,871 | $ 5,540,711 | $ 3,237,687 | |||||||
D And D [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Total revenues | 3,635,240 | 3,595,291 | ||||||||
Profits | $ 252,242 | $ 221,252 | ||||||||
Cash equivalents | $ 1,500,000 | 1,500,000 | ||||||||
Unregistered shares amount | $ 1,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Jul. 31, 2021shares | |
Accounting Policies [Abstract] | |
Anti-dilutive shares | 30,019,040 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to Related Parties, Current | $ 195,297 | $ 120,964 |
Notes Payable (Details)
Notes Payable (Details) | 9 Months Ended |
Jul. 31, 2021USD ($) | |
Entity Listings [Line Items] | |
Notes Payable | $ 99,674 |
Conversions | (85,081) |
Payment | (14,593) |
Notes Payable | |
Interest Payable, Current | 66,538 |
Conversion | (63,498) |
Payment | (3,040) |
Interest Payable, Current | |
Adar [Member] | |
Entity Listings [Line Items] | |
Notes Payable | 9,099 |
Conversions | (8,966) |
Payment | (133) |
Notes Payable | |
Interest Payable, Current | 5,295 |
Conversion | (5,295) |
Payment | |
Interest Payable, Current | |
L G [Member] | |
Entity Listings [Line Items] | |
Notes Payable | 21,256 |
Conversions | (21,256) |
Payment | |
Notes Payable | |
Interest Payable, Current | 31,274 |
Conversion | (31,274) |
Payment | |
Interest Payable, Current | |
Union [Member] | |
Entity Listings [Line Items] | |
Notes Payable | 54,859 |
Conversions | (54,859) |
Payment | |
Notes Payable | |
Interest Payable, Current | 26,929 |
Conversion | (26,929) |
Payment | |
Interest Payable, Current | |
Vis Vires [Member] | |
Entity Listings [Line Items] | |
Notes Payable | 14,460 |
Conversions | |
Payment | (14,460) |
Notes Payable | |
Interest Payable, Current | 3,040 |
Conversion | |
Payment | (3,040) |
Interest Payable, Current |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | Feb. 02, 2015 |
Debt Instrument [Line Items] | |||||
Accrued interest | $ 66,538 | ||||
Convertible Note Payable [Member] | Adar Bays L L C [Member] | |||||
Debt Instrument [Line Items] | |||||
Accrued interest | $ 21,217 | ||||
Convertible Note Payable [Member] | Union Capital L L C [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal balance | $ 75,000 | ||||
Convertible Note Payable [Member] | Union Capital L L C [Member] | Holder [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal balance | $ 54,859 | $ 68,200 |