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

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 has been developing and selling leading edge consumer oriented products ready for rapid commercialization however in January 2015 we acquired the assets of a travel technology company and now include that business in our business plan. Much of our resources are dedicated to research and development in order to provide consumers with quality options while meeting the expectations of its investors. The Company has generated limited 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 April 30, 2015 the Company has an accumulated deficit of $1,320,100. 

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.

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 subsidiaries, Weistek USA and Puget Travel Subsidiary Corporation. 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 $1,320,101 as of April 30, 2015 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 or third parties 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 $51,936 and $7,879 cash and cash equivalents as of April 30, 2015 and October 31, 2014.

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 as well as the reported amount of revenues and expenses during the reporting period.

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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.

Foreign Currency Translation

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

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and 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.

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

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

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

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities 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 based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax 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 the years 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.  

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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 quarter ended April 30, 2015.

Inventories

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.  There was zero recorded value for inventory at April 30, 2015 and zero October 31, 2014.

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

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements.  During this review the Company decided to early adopt ASU 2014-10 which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 and $0 in advertising costs during the six month period ending April 30, 2015 and 2014, respectively.

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3. NOTES PAYABLE

A summary of notes payable for the six-month period ended April 30, 2015 is as follows:

NOTE PAYABLE – SHIELD

In 2013, the Company entered into a Master Credit Agreement, the Shield Note, under which $775,000 was advanced to the Company. Funds advanced under the terms of that note bear interest at 12% for the first year from advancement and 18% thereafter. The notes was acquired by an unaffiliated party at the time of the change of control. In February 2015, the note was amended to allow for conversion of balances from time to time into common shares of the Company. The note converts as follows:

The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the price at which trades occurred on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by OTC Markets on their website or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. In all cases, the Conversion Price  cannot be below a floor price of $.0005 per share.

During the second fiscal quarter of 2015, a totals of $125,000 in principal was converted into common shares, leaving a balance due of $650,000 at April 30, 2015. In addition, $98,109 in accrued interest remains unpaid at April 30, 2015.

ACQUISITION PAYABLE

In connection with the purchase of the travel assets, the Company recorded a payable of $75,000 non-interest bearing liability which was fully paid in cash in the second fiscal quarter of 2015.

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NOTE PAYABLE – KBM

On December 19, 2014, Puget Technologies, Inc (the "Company") finalized a Convertible Promissory Note with KBM Worldwide, Inc. in the amount of $49,000, which was originally due September 18, 2015 with interest on  the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  The note was paid off in full in cash on February 3, 2015.

NOTE PAYABLE – ADAR

On February 2, 2015, the Company issued an unsecured 8% Convertible Redeemable Note with ADAR BAYS, LLC in the amount of $75,000, which is due January 30, 2016 with interest on  the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise (ADAR). The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) shall equal 57.5% multiplied by the Market Price (as defined therein) (representing a discount rate of 42.5%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of April 30, 2015, the Company had accrued interest of $1,500 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole.

NOTE PAYABLE – MACALLAN

On February 2, 2015, Puget Technologies, Inc (the "Company") finalized a Convertible Debenture with Macallan Partners, LLC in the amount of $50,000, which is due February 5, 2016 with interest on  the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) shall equal 50% multiplied by the Market Price (as defined therein) (representing a discount rate of 50%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions of the note. As of April 30, 2015, the Company had accrued interest of $1,000 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole.

NOTE PAYABLE – UNION

On February 2, 2015, Puget Technologies, Inc (the "Company") finalized an 8% Convertible Redeemable Note with UNION CAPITAL, LLC in the amount of $75,000, which is due January 30, 2016 with interest on  the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) shall equal 57.5% multiplied by the Market Price (as defined therein) (representing a discount rate of 42.5%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of April 30, 2015, the Company had accrued interest of $1,500 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole.

NOTE PAYABLE – VIS VIRES

On February 27, 2015, Puget Technologies, Inc (the "Company") finalized a Convertible Promissory  Note with Vis Vires Group, Inc. in the amount of $50,000, which is due December 3, 2015 with interest on  the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) shall equal 58% multiplied by the Market Price (as defined therein) (representing a discount rate of 42%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of April 30, 2015, the Company had accrued interest of $667 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole.

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NOTE PAYABLE – HGT

On January 28, 2015, the Company issued an unsecured 6 month, non-interest bearing Convertible Promissory Note (HGT), due on July 28, 2015 for $50,000. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) shall equal 55% multiplied by the Market Price (as defined therein) (representing a discount rate of 45%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of April 30, 2015, the Company had accrued interest of $1,000 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole.

NOTE PAYABLE – LG CAPITAL

On February 2, 2015, Puget Technologies, Inc (the "Company") finalized a Convertible Redeemable Note with LG CAPITAL FUNDING, LLC in the amount of $53,500, which is due January 28, 2016 with interest on  the unpaid principal balance thereof at the rate of eight percent (8%) per annum until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest is convertible into shares of common stock at the discretion of the note holder. The conversion price (the “Conversion Price”) shall equal 54% multiplied by the Market Price (as defined therein) (representing a discount rate of 46%). The Company may prepay the amounts outstanding hereunder pursuant to the terms and conditions however after the expiration of one hundred eighty (180) following the date of the note, the Company shall have no right of prepayment. As of April 30, 2015, the Company had accrued interest of $1,070 for this note. A beneficial conversion feature was valued however the amounts of this feature were not considered material to the financial statements taken as a whole.

4. COMMON STOCK

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

Common stock transactions during the six-month period ended April 30,2015 are as follows:

In the first quarter of fiscal 2015 2,000,000 common shares were issued as part of the purchase price of to acquire the travel software platform and related hardware.

In the second quarter of fiscal 2015, the following common stock transactions occurred:

2,094,318 shares were issued to convert $60,937 in debt ($50,000) plus accrued interest ($10,937).

20,000 shares previously issued to a consultant were returned to the Company as part of a debt settlement agreement and the shares were cancelled.

25,000,000 shares were issued to an officer of the Company for $200,000 in cash.

4,297,091 shares were issued to convert $89,802 in debt ($75,000) plus accrued interest ($14,802).

5. RELATED PARTY TRANSACTIONS

The Company issued 25,000,000 common shares of stock to an officer of the Company in exchange for $200,000 in cash.  

6. ACQUISITION OF TRAVEL SOFTWARE PLATFORM

On January 30, 2014, the Company finalized an Asset Purchase Agreement with Travel Time Technologies Inc. and Leisure Logic Systems Inc.. The assets consist primarily of a travel software platform and related hardware. There was no prior relationship between the Company and the sellers.

As consideration, sellers was paid $100,000 in cash in three payments and 2,000,000 shares of the Company's common stock. $25,000 was paid in cash at closing and $75,000 was recorded as a note payable, which was paid during the second fiscal quarter of 2015. There was no stated interest rate and no interest has been imputed due to the short term nature of the debt. The shares given in consideration were valued at the closing price per share of $.0999 on the date of closing for a total of $199,800; consequently the total value of the consideration was $299,800.

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The Company allocated the purchase price of the assets to Software Platform - $280,000 and Computer hardware - $19,800 in the accompanying financial statements. The Company has relied upon the guidance provided by ASC Topic NO.350.40.30

The Company has recorded fixed assets of computer software and hardware of $299,800 at April 30, 2015, which is not yet being amortized or depreciated until revenue commences.

7. DEBT SETTLEMENT

As of March 31, 2015, the Company had an account payable to a vendor in the amount of $50,000. During the first quarter of fiscal 2015, the Company reached a settlement with that vendor which requires no payment on the account payable, therefore the Company has recorded a debt settlement gain.

In the second quarter, the Company settled an account payable of $46,949 that was shown on the balance sheet as of January 31, 2015.  The terms of the settlement were that the Company paid the former consultant a one-time cash payment of $5,000 in return for the release of any other amounts possible due under the consulting agreement and a return by the Consultant of 20,000 shares of Puget common stock which had previously been delivered to the Consultant.  The 20,000 shares returned were cancelled and returned to authorized but unissued shares.  The amount of the debt settlement gain was $41,949 in the accompanying second quarter financial statements.

8. OTHER ASSETS

On February 28^th, 2015, the Company signed a sublease agreement for the office space it currently occupies in Englewood Colorado.  The sublease agreement called for a prepayment of $21,000 which covered 6 months’ rent at $3,000 per month (total of $18,000) and a security deposit of $3,000.  The prepayment term expires August 31, 2015.  On April 30, 2015, there were 4 months prepaid rent remaining for a total of $12,000 which is shown as a prepaid asset on the accompanying balance sheet.  The security deposit of $3,000 is shown as an asset on the accompanying financial statements.

In March, 2015 the Company paid OTC Marketing, Inc. an annual fee of $10,000 for inclusion in their reporting site during the March 2015 to February 2016 reporting year.  The fee is being amortized monthly over the course of the year at $833 per month.  On April 30, 2015 the Company had recorded a prepaid asset of $8,334.

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. There were no material subsequent events through June 15, 2015 which needed to be disclosed in the accompanying financial statements.

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 the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and audited financial statements and related notes included in the Company’s  Form 10-K (File No. 333-179212; the “Form 10-K”), as filed with the Securities and Exchange Commission on February 12, 2015.  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.

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PLAN OF OPERATION

Plan of Operation

Our current cash balance is $51,936.  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.

RESULTS OF OPERATIONS

Six Month Period Ended April 30, 2015

We recorded no revenue for the six months ended April 30, 2015.

Expenses

During the first half of fiscal 2015, the Company continued to primarily expend funds for the development of the software platform. In addition $71,195 of interest on the various notes payable was charged.

Debt settlements

As of March 31, 2015, the Company had an account payable to a vendor in the amount of $50,000. During the first quarter of fiscal 2015, the Company reached a settlement with that vendor which requires no payment on the account payable, therefore the Company has recorded a debt settlement gain.

In the second quarter, the Company settled an account payable of $46,949 that was shown on the balance sheet as of January 31, 2015.  The terms of the settlement were that the Company paid the former consultant a one-time cash payment of $5,000 in return for the release of any other amounts possible due under the consulting agreement and a return by the Consultant of 20,000 shares of Puget common stock which had previously been delivered to the Consultant.  The 20,000 shares returned were cancelled and returned to authorized but unissued shares.  The amount of the debt settlement gain was $41,949 in the accompanying second quarter financial statements.

Liquidity and Capital Resources

At April 30, 2015, we had a cash balance of $51,936.   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

None

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 April 30, 2015.

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.

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(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.

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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