PUGE Puget Technologies Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 6, 2017

PUGET TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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On October 6, 2017, the Company filed a Certificate of Correction with the Nevada Secretary of State. The Certificate of Correction rescinded the Amended and Restated Articles of Incorporation filed by the Company with the Nevada Secretary of State on July 11, 2017 (See Company’s Form 8-K filed on July 12, 2017). The Certificate of Correction is attached hereto as Exhibit 3.1. The Company’s Board of Directors approved the Certificate of Correction on October 6, 2017.

On October 13, 2017, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State which increased the authorized shares of capital stock of the Company to 200,000,000 (“Corporate Action”). The Certificate of Amendment to Articles of Incorporation is attached hereto as Exhibit 3.2.

On October 16, 2017, the Company issued 90,165,201 common shares to Thomas M Jaspers, an officer and Director, in exchange for cancellation of $901.65 of debt in favor of Mr. Jaspers. After giving effect to the issuance, Mr. Jaspers is the beneficial owner of 109,666,228 shares of common stock of the Company representing 58.5% of the total issued and outstanding shares of common stock. As of the date of this filing, the Company has 187,521,472 shares of common stock issued and outstanding. In addition, as of this date, the Company has 10,000,000 shares of undesignated stock.

On November 17, 2014, shareholders of the Company holding approximately 64% of all outstanding shares of common stock approved the Corporate Action. In addition, on that same date the Company’s Board of Directors approved the Corporate Action.

On October 16, 2017, Puget Technologies, Inc. (the “Company”) appointed Hermann Burckhardt to the Board of Directors. Mr. Burckhardt  has acted as the Company’s President and Chief Executive Officer  since October 1, 2015.

Except as disclosed in the Company’s Form 8-K filed on October 1, 2015, which relates the compensation to Mr. Burckhardt, (i) there are no family relationships between our officers and/or directors, (ii) There have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a participant, exceeding $120,000 and in which our new director had or will have a direct or indirect material interest, (iii) there is no material plan, contract or arrangement (whether or not written) to which our new director is a party or in which he participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.

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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 hereunto duly authorized.

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EXHIBIT 3.1

Certificate of Correction

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)

Certificate of Correction

Nevada Secretary of State Correction

Revised: 1-5-15

This form must be accompanied by appropriate fees.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

1. The name of the entity for which correction is being made: Puget Technologies, Inc.

2. Description of the original document for which correction is being made: Amended and Restated Articles of Incorporation

3. Filing date of the original document for which correction is being made: July 11, 2017

4. Description of the inaccuracy or defect: The referenced Amended and Restated Articles of Incorporation filed on July 11, 2017 was filed in error due to insufficient corporate authority.

5. Correction of the inaccuracy or defect: The referenced Amended and Restated Articles of Incorporation filed on July 11, 2017 is rescinded in its entirety from and after the date of this filing.

6. Signature:

Authorized Signature Title * Date

/s/ Thomas M Jaspers, Chairman 10/4/2017

(PURSUANT TO NRS CHAPTERS 78,

78A, 80, 81, 82, 84, 86, 87, 87A, 88,

88A, 89 AND 92A)

* If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members; a limited partnership or limited-liability limited partnership, by a general partner; a limited-liability partnership, by a managing partner; a business trust, by a trustee.

EXHIBIT 3.2

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

This form must be accompanied by appropriate fees.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

Nevada Secretary of State Amend Profit-After

Revised: 1-5-15

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Puget Technologies, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

Article 3 Authorized Stock (and Article FOURTH) is amended as follows;

The number of shares of authorized stock, $0.001 par value, is 200,000,000.

4. Effective date and time of filing: (optional) Date: Time:

(must not be later than 90 days after the certificate is filed)

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the

articles of incorporation* have voted in favor of the amendment is: 64.52%

5. Signature: (required)

X /s/ THOMAS M JASPERS

Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.