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): ~~December~~January 227, ~~2021~~2022

Puget Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada
(State of Incorporation)

333-179212		01-0959140
Commission File Number		(I.R.S. Employer Identification No.)

1200 North Federal Highway, Suite 200- A; Boca Raton, Florida		33432
(Address of Principal Executive Offices)		(Zip Code)

1 561 210-8535
(Registrant’s Telephone Number, Including Area Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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. ☐

Section 1 - Registrant’s Business and Operations

Item 1.02

Termination of a Material Deﬁnitive Agreement.

~~BCSF~~The information set forth in Item 5.02 below regarding the termination of the Employment Agreement, dated as of August 19, 2021 (the “Employment Agreement”) by and between Karen Fordham and Puget Technologies, Inc. (“Company” or the “Registrant”) is incorporated by reference into this Item 1.02. A copy of the Employment Agreement was provided in Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 25, 2021.

As previously disclosed, on August 23, 2021, Puget Technologies, Inc. (“Puget” or the “Registrant”) entered into an acquisition and option agreement with Ms. Yipsi Martin (the “BCSF Acquisition Agreement”) pursuant to which it was anticipated that, subject to appropriate due diligence investigations, the Registrant would acquire a 50 percent interest in Behavioral Centers of South Florida LLC, a Florida limited liability company (“BCSF”), with an option to acquire the remaining 50 percent interest.

On December 2, 2021, the Registrant entered into a release agreement with BCSF under which the parties agreed to terminate the BCSF Acquisition Agreement effective December 4, 2021 (the “Release Agreement”).

The foregoing description of the BCSF Acquisition Agreement and the Release Agreement are subject to, and qualified in their entirety by, the full text of the BCSF Acquisition Agreement, which was filed as Exhibit 10.01 to the Current Report on Form 8-K filed by the Registrant on August 27, 2021, and the full text of the Release Agreement, which is attached as Exhibit 99.01 hereto, and each of which is incorporated herein by reference.

Glades

As previously disclosed, on October 28, 2021, the Registrant entered into a merger agreement and plan of reorganization (the “Glades Agreement”) with a joint venture formed by Primary Medical Physicians, LLC, a Florida limited liability, Personal Care Medical Group, LLC, a Florida limited liability company, and, Glades Medical Centers LLC, a Florida limited liability company using Glades Medical Centers of Florida, LLC, a Florida limited liability company as the joint venture vehicle all four entities being collectively referred to in this Current Report as “Glades.” The Glades principals involved included Messrs. Carlos H. Arce, Esquire, Robbie Chamoun and Daniel Sierra, and, Ramon A. Berenguer, MD. Until his recent resignation described below, Mr. Arce also served as the general counsel, chief compliance officer, secretary and vice president of the Registrant.

The Registrant’s president, Karen Lynn Fordham, and the chairman of its board of directors, Hermann Burckhardt, conducted diligence and subsequently the parties decided to terminate the Glades Agreement. On December 3, 2021, the Glades principals indicated their intent to end negotiations by way of a letter addressed to the Registrant. Ms. Fordham and Mr. Burckhardt then responded to the December 3 letter on December 8, 2021, indicating that the Registrant consented to the termination of the Glades Agreement in accordance with Paragraph 7.1(A) thereof.

Section 5 - Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Oﬃcers; Election of Directors; Appointment of Certain Oﬃcers; Compensatory Arrangements of Certain Oﬃcers.

(b) Departure of Officer

~~The~~On ~~disclosure~~January ~~set~~27, ~~forth~~2022, ~~above~~Karen inFordham, ~~Item~~the ~~1.02~~President ofand ~~this~~Chief ~~Current~~Executive ~~Report~~Officer onof ~~Form~~the ~~8-K~~Company, ~~under~~notified the ~~caption~~Company ~~“Glades”~~she iswas ~~incorporated~~terminating bythe ~~reference~~Employment ~~herein.~~Agreement Onfor ~~December~~good 3,reason ~~2021,~~thereunder ~~Carlos~~effective Himmediately. ~~Arce,~~The ~~Esquire~~Company ~~resigned~~expects ~~from~~to ~~his~~engage ~~positions~~in discussions with ~~Puget~~Ms. asFordham regarding ~~its~~the ~~general~~terms ~~counsel,~~of ~~chief~~her ~~compliance officer~~departure. At the current time, ~~secretary~~she ~~and~~remains ~~vice~~as ~~president~~a member of the Registrant’s Board of Directors. The Registrant iswill be actively searching for ~~legal~~a ~~counsel~~new toPresident ~~represent~~and itChief ~~moving~~Executive ~~forward in a permanent fashion~~Officer.

~~Thomas~~Pursuant M.to ~~Jaspers~~Section 4, aArticle ~~member~~III of Company’s Bylaws, Hermann Burckhardt, the Chairman of the Registrant’s ~~board~~Board of ~~directors,~~Directors and its ~~treasurer~~former President and ~~chief~~Chief ~~financial~~Executive ~~officer~~Officer, ~~and~~shall ~~its~~perform ~~former~~the ~~secretary~~duties of the Chief Executive Officer until a replacement is selected. ~~has~~Mr. ~~been~~Burckhardt’s ~~elected~~biography asand ~~the~~compensation were disclosed in Registrant’s ~~interim~~Annual ~~secretary~~Report inon ~~replacement~~Form of10-K ~~Mr.~~filed ~~Arce~~with the SEC on February 12, 2021.

~~Section~~Mr. 9Burckhardt -intends ~~Financial~~to ~~Statements~~remain active in consulting for the Registrant through his role as the president and ~~Exhibits~~chief ~~Item~~executive 9officer of Qest Consulting Group, Inc.01, ~~Financial~~a ~~Statements~~Colorado corporation (“Qest”) that serves as the Registrant's strategic advisor and ~~Exhibits~~is the Registrant's largest shareholder and “parent,” as that term is defined in Rule 405 of SEC Regulation C (the relationship with Qest is most recently described in the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2021).

Exhibit Index
Exhibit Number	Description
99.01	Release Agreement dated December 2, 2021 between the Registrant and Behavioral Centers of South Florida LLC.

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.

	PUGET TECHNOLOGIES, INC.
Date: December 8, 2021
Date: February 2, 2022
	By:	/s/~~Karen~~Hermann ~~Lynn Fordham~~Burckhardt
	Karen Lynn Fordham, President and Chief Executive Officer
	Hermann Burckhardt, Interim Chief Executive Officer
	By:	/s/Thomas Jaspers
	Thomas Jaspers, Treasurer and Chief Financial Officer and Iterim Secretary

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