UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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Liberated
Solutions, Inc.
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(Name
of Registrant As Specified In Charter)
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Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No:
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3)
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Filing
Party:
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4)
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Date
Filed:
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Liberated
Solutions, Inc.
73
Colonial Ave.
Warwick,
NY 10990
845-610-3817
July
8, 2019
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Shareholder:
This
notice and the accompanying Information Statement are being distributed to the holders of record (the “
Shareholders
”)
of the voting capital stock of Liberated Solutions, Inc., a Nevada corporation (the “
Company
”), as of the close
of business on July 8, 2019 (the “
Record Date
”), in accordance with Rule 14c-2 of the Securities Exchange Act
of 1934, as amended (the “
Exchange Act
”) and the notice requirements of the Nevada Revised Statutes (“
NRS
”).
The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our
Board of Directors (the “
Board
”) on June 19, 2019 and taken by written consent in lieu of a meeting by the
holders of a majority of the voting power of our outstanding capital stock as of June 19, 2019 (the “
Written Consent
”).
The
Written Consent approved the following actions:
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●
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Execute
a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of one post-split share
per twenty-five thousand pre-split shares (1:25,000) (the “Reverse Stock Split”).
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The
Written Consent is the only shareholder approval required to effect the Reverse Stock Split under the NRS, our Articles of Incorporation,
as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your
consent or proxy in connection with the Reverse Stock Split. The Reverse Stock Splits, as approved by the Written Consent, will
not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered
to the Shareholders. We expect to mail the accompanying Information Statement to the Shareholders on or about July 8, 2019.
Important
Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C
: We will furnish
a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth
above, Attention: Corporate Secretary.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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Sincerely,
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/s/
Brian Conway, CEO and Director
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Liberated
Solutions, Inc.
73
Colonial Ave.
Warwick,
NY 10990
845-544-5112
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
This
Information Statement advises the shareholders of Liberated Solutions, Inc. (the “
Company
,” “
we
,”
“
our
” or “
us
”) of the approval of the following corporate action:
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●
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Execute
a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of one post-split share
per twenty-five thousand pre-split shares (1:25,000) (the “Reverse Stock Split”).
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On
June 19, 2019, our Board of Directors (the “
Board
”) approved the Reverse Stock Split and submitted the same
to certain holders of our Series A Preferred Stock. On the same date, the holder of a majority of the voting power of the outstanding
capital stock of the Company (the “
Majority Stockholder
”) executed and delivered to us a written consent in
lieu of a meeting (the “
Written Consent
”) approving the Reverse Stock Split.
Section
78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less
than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened
for the specific purpose of such action. Section 78.320 of the NRS, however, requires that in the event an action is approved
by written consent, a company must provide notice of the taking of any corporate action without a meeting to all shareholders
who were entitled to vote upon the action but who have not consented to the action. Under Nevada law, shareholders are not entitled
to dissenters’ rights with respect to the Reverse Stock Split (the “
Stockholders
”).
In
accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about July 8,
2019. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the
Majority Stockholder, which hold a majority of the voting capital stock of the Company.
Common
Stock
As
of May 10, 2019, there were issued and outstanding 3,095,405,374 shares of Common Stock (with the holder of each share having
one vote) and 10,000,000 shares of Series A Preferred Stock (with the holder of each share having 10,000 votes), Pursuant to Section
78.320 of the NRS, at least a majority of the voting equity of the Company, or at least 51,547,702,688 votes, is required to approve
the Reverse Stock Split by written consent. The Majority Stockholder, who holds 1,429 shares of Common Stock and 10,000,000 shares
of Series A Preferred Stock (approximately 96.2% of the total voting equity of the Company), have voted in favor of the Reverse
Stock Split, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity
vote in favor of a corporate action by written consent.
The
following table sets forth the name of the Majority Stockholder, the total number of shares that the Majority Stockholder voted
in favor of the Reverse Stock Split, and the percentage of the issued and outstanding voting equity of the Company voted in favor
thereof.
Name
of Majority Stockholder
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Number
of Common
Shares
Held
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Number
of Preferred
Shares
Held
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Number
of
Votes
in Favor of
Actions
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Percentage
of
the
Voting Equity
that
Voted in
Favor
of the
Actions
(1)
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Brian
Conway
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1,429
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10,000,000
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100,000,001,429
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96.2
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%
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Total
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1,429
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10,000,000
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100,000,001,429
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96.2
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%
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(1)
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Based
on 3,095,405,374 shares of Common Stock and 10,000,000 shares of voting Series A Preferred Stock issued and outstanding as
of May 10, 2019.
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ACTIONS
TO BE TAKEN
The
Reverse Stock Split will become effective on the date that FINRA processes the action. We intend to file the Reverse Stock Split
with FINRA and have it become effective as soon as practicable following the twentieth (20
th
) calendar day following
the date on which this Information Statement is mailed to the Stockholders.
REVERSE
STOCK SPLIT
The
Board has approved a reverse stock split of all the outstanding shares of the Company’s Common Stock at an exchange ratio
of one post-split share per twenty-five thousand pre-split shares (1:25,000). As stated above, the holder of shares representing
a majority of the voting securities of the Company have given their written consent to the Reverse Stock Split.
The
Board believes the Reverse Stock Split is necessary and advisable in order for the Company to maintain the Company’s financing
and capital raising ability. Accordingly, it is the Board’s opinion that the Reverse Stock Split will better position the
Company to continue and/or expand operations.
Upon
effectiveness of the Reverse Stock Split, (i) the number of shares of Common Stock issued and outstanding immediately prior thereto
will be reduced from approximately 3,095,405,374 shares (assuming this number of shares, outstanding and issuable as of May 10,
2019, are outstanding immediately prior thereto) to no less than 123,816 shares of Common Stock, and (ii) proportionate adjustments
will be made to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to
buy Common Stock, so that the total prices required to be paid to fully exercise each option and warrant before and after the
Reverse Stock Split will be approximately equal. Except for adjustments that may result from the treatment of fractional shares,
which will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of Common Stock
immediately following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.
The
Reverse Stock Split will have the result of creating newly authorized shares of common stock. This increase in the authorized
number of shares of common stock and any subsequent issuance of such shares could have the effect of delaying or preventing a
change in control of the Company without further action by the stockholders. Shares of authorized and unissued common stock could
(within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would
make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to resist
or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market
premium being paid in that transaction. Any such issuance of the additional shares of common stock would likely have the effect
of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares
could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is
not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the Reverse
Stock Split be used as a type of antitakeover device. Any additional shares of common stock, when issued, would have the same
rights and preferences as the shares of common stock presently outstanding. Any additional shares of common stock so authorized
will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion
of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional
shares of common stock and has no specific plans or proposals to issue additional shares, however, convertible noteholders may
elect, at their sole option, to convert their convertible promissory notes into equity. The Company does not anticipate that it
would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May
10, 2019 by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us
to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed
below possess sole voting and investment power with respect to the shares they own. As of May 10, 2019, we had 3,095,405,374 shares
of common stock issued and outstanding.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which
a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right
to acquire within sixty (60) days of June 19, 2019 through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment
power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that
person or entity, and the address of each of the stockholders listed below is: c/o Liberated Solutions, Inc.
Title
of Class
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Name
and Address
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Number
of Shares Beneficially Owned
(1)
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Percent
of Class
(2)
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Common
Stock
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Brian
Conway
(3)
73
Colonial Ave.,
Warwick,
NY 10990
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1,429
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>1
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%
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Jay
Silverman
(4)
73
Colonial Ave.,
Warwick,
NY 10990
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714
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>1
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%
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All
Officers and Directors as a group
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2,143
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>1
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%
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(1)
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The
number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has sole or shared voting power or investment power and also any shares which the individual has the
right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have
sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to
community property laws where applicable and the information contained in the footnotes to this table.
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(2)
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Based
on 3,095,405,374 shares of common stock issued and outstanding as of May 10, 2019.
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(3)
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Brian
Conway is the Company’s President CEO, CFO, Secretary, Treasurer, and Director.
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(4)
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Director
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EFFECTS
ON INDIVIDUAL SHAREHOLDERS
If
we implement the Reverse Stock Split we do not anticipate any immediate effect on individual shareholders, but may have a dilutive
effect our existing Shareholders if additional shares are issued.
RIGHTS
OF SHAREHOLDERS
If
we implement the Reverse Stock Split, the rights pertaining to the outstanding shares of our Common Stock would be unchanged after
the Reverse Stock Split. Each share of our Common Stock issued following the Reverse Stock Split would be fully paid and non-assessable.
Registration
under the Securities Exchange Act of 1934
Our
Common Stock is currently registered under the Exchange Act. As a result, we are subject to the periodic reporting and other requirements
of the Exchange Act. The Reverse Stock Split would not affect the registration of our Common Stock under the Exchange Act.
Interest
of Certain Persons In Matters to be Acted Upon
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any
other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described
herein, which is not shared by all other stockholders pro-rata, and in accordance with their respective interests. Our majority
shareholder is also our chief executive officer and director and has the ability to determine all matters submitted to the vote
of our shareholders including the election of directors.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively,
with the Securities and Exchange Commission (the “
SEC
”). Reports and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, information statements and other information regarding issuers that file electronically with the SEC through
the Electronic Data Gathering, Analysis and Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2019;
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(2)
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Quarterly
Report of Form 10-Q for the quarter ended March 31, 2019
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You
may request a copy of these filings, at no cost, by writing Liberated Solutions, Inc., 73 Colonial Ave., Warwick, NY 10990, or
telephoning the Company at (845) 544-1246. Any statement contained in a document that is incorporated by reference will be modified
or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document
that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any
statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to the Company at 73 Colonial Ave., Warwick, NY 10990, or telephoning the Company at (845) 544-5112.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with
the Reverse Stock Split pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information
Statement.
By
Order of the Board of Directors
/s/
Brian Conway
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Dated:
July 8, 2019
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