UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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Preliminary
Information Statement
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Confidential
- For Use of the Commission Only (as permitted by Rule 14a-5(d)(2))
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[ ]
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Definitive
Information Statement
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LIBERATED
SOLUTIONS, INC.
(Name
of Registrant as Specified in its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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 14a-6(i)(1) 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.
5430
Lyndon B. Johnson Freeway, Suite 1200
Dallas,
Texas 75240
(972)
663-9483
November
18, 2019
TO
THE STOCKHOLDERS OF LIBERATED SOLUTIONS, INC.:
THIS
IS A NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTERS DESCRIBED
HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.001 per share
(“Common Stock”), and the holders of shares of Series X preferred stock, par value $0.001 par value per share (the
“Series X Preferred Stock”), of Liberated Solutions, Inc., a Nevada corporation (the “Company”), pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule
14C thereunder, in connection with the approval of the following actions taken by unanimous written consent of the Board of Directors
of the Company and by written consent of the holders of a majority of the voting power of the issued and outstanding capital stock
of the Company:
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Amend
the Company’s articles of incorporation, as amended (the “Articles”), to change our corporate name from
Liberated Solutions, Inc. to Ngen Technologies Holdings Corp. (the “Name Change”);
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Amend
our Articles to effect a reverse stock split of the outstanding shares of Common Stock, by a ratio of one-for-two thousand
(1-for-2,000), with any fractional shares being rounded up to the next higher whole share (the “Reverse Stock Split”);
and
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Immediately
after the Reverse Stock Split is effective, amend our Articles to decrease the number of authorized shares of Common Stock
from 6,000,000,000 to 3,000,000,000 (the “Authorized Share Decrease” and collectively with the Name Change and
the Reverse Stock Split, the “Corporate Actions”).
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The
purpose of the Information Statement is to notify our stockholders that on October 4, 2019, stockholders holding a majority of
the voting power of our issued and outstanding shares of capital stock executed a written consent approving the Corporate Actions.
In accordance with Rule 14c-2 promulgated under the Exchange Act, the Corporate Actions will become effective no sooner than 20
calendar days after we mail this notice and the accompanying Information Statement to our stockholders.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Nevada law
and our Articles and bylaws, as amended. As a result, no further action by any other stockholder is required to approve the Corporate
Actions and we have not and will not be soliciting your approval of the Corporate Actions. Notwithstanding, the holders of our
Common Stock and Series X Preferred Stock of record at the close of business on November 4, 2019 are entitled to notice of the
stockholder action by written consent.
This
notice and the accompanying Information Statement are being mailed to our holders of Common Stock and Series X Preferred Stock
of record as of November 4, 2019 on or about November 18, 2019. This notice and the accompanying Information Statement shall
constitute notice to you of the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act and
in accordance with Nevada law and our bylaws.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE ACCOMPANYING INFORMATION STATEMENT.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
November
18, 2019
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By
Order of the Board of Directors of
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Liberated
Solutions, Inc.
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/s/
Edward Carter
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Edward
Carter
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Chief
Executive Officer
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LIBERATED
SOLUTIONS, INC.
Information
Statement Pursuant to Section 14C
of
the Securities Exchange Act of 1934
This
Information Statement is being mailed on or about November 18, 2019, to all holders of record on November 4, 2019 (the “Record
Date”), of the common stock, $0.001 par value (the “Common Stock”), and of the Series X preferred stock, $0.001
par value (the “Series X Preferred Stock”), of Liberated Solutions, Inc., a Nevada corporation (the “Company”),
in connection with the approval of the following actions taken by unanimous written consent by the Board of Directors of the Company
(the “Board”) and by written consent of the holders of a majority of the voting power of the issued and outstanding
capital stock of the Company:
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Amend
the Company’s articles of incorporation, as amended (the “Articles”), to change our corporate name from
Liberated Solutions, Inc. to Ngen Technologies Holdings Corp. (the “Name Change”);
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Amend
our Articles to effect a reverse stock split of the outstanding shares of Common Stock, by a ratio of one-for-two thousand
(1-for-2,000), with any fractional shares being rounded up to the next higher whole share (the “Reverse Stock Split”);
and
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Immediately
after the Reverse Stock Split is effective, amend our Articles to decrease the number of authorized shares of Common Stock
from 6,000,000,000 to 3,000,000,000 (the “Authorized Share Decrease” and collectively with the Name Change and
the Reverse Stock Split, the “Corporate Actions”).
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On
October 4, 2019, our Board unanimously approved the Corporate Actions and the amendment to articles of incorporation (“Amendment”).
Subsequent to our Board of Directors’ approval of the Amendment, the holders of a majority of the voting power of our voting
stock as of the Record Date approved, by written consent, the Amendment. The shares of Series X Preferred Stock are convertible
into a number of shares of Common Stock constituting 97% of the issued and outstanding shares of Common Stock following such conversion
and holders of Series X Preferred Stock are entitled to vote on an as converted basis with the shares of Common Stock, and voting
with the Common Stock as one class, assuming that such shares of Series X Preferred Stock had been converted into shares of Common
Stock immediately prior to the record date for such vote. The consenting stockholders and their respective approximate ownership
percentages of our voting stock, which total in the aggregate 87.4% of the outstanding voting stock, are as follows:
Name and Address
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Number of Common Shares Held
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Percentage of Common Stock (1)
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Number of Shares of Series X Preferred Stock Held
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Percentage of Preferred Shares (2)
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Edward Carter
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0
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0
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%
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873,750
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(3)
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87.4
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%
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Clifford Rhee
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0
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0
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%
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873,750
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(4)
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87.4
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%
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(1)
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Based
on 3,480,746,840 shares of Common Stock issued and outstanding.
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(2)
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Shares
of Series X Preferred Stock are convertible into a number of shares of Common Stock constituting 97% of the issued and outstanding
shares of Common Stock following such conversion.
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(3)
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Represents
(i) 123,750 shares of Series X Preferred Stock held by Mr. Carter; and (ii) 750,000 shares of Series X Preferred Stock held
by Broken Circuit (“Broken Circuit”), a company of which Mr. Carter is a 49.5% owner. Mr. Carter shares voting
and dispositive control over the Broken Circuit shares with Mr. Rhee.
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(4)
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Represents
(i) 123,750 shares held by Mr. Rhee; and (ii) 750,000 shares held by Broken Circuit. Mr. Rhee shares voting and dispositive
control over the Broken Circuit shares with Mr. Carter.
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Since
the Board of Directors of the Company and the holders of a majority of the voting power of the Company’s issued and outstanding
shares of capital stock have voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate
Actions have been taken.
The
Corporate Actions will become effective upon the later of (i) the filing of the Amendment with the Secretary of State of the State
of Nevada regarding the Corporate Actions, (ii) approval of the Corporate Actions by the Financial Industry Regulatory Authority
(“FINRA”), and (iii) the 20th calendar day after the date on which this Information Statement and the accompanying
notice are mailed to our stockholders. We expect the Corporate Actions to be effective on or about December 9, 2019 (the “Effective
Date”). In no event will the Corporate Actions be effective sooner than 20 calendar days after we mail this Information
Statement and accompanying notice to our stockholders. Our Board retains the authority to abandon the Corporate Actions for any
reason at any time prior to the Effective Date. Because the Corporate Actions have already been approved by holders of a majority
of the voting power of the Company’s outstanding shares of capital stock, you are not required to take any action. This
Information Statement provides to you notice that the Corporate Actions have been approved. You will receive no further notice
of the approval nor of the Effective Date of the Corporate Actions other than pursuant to reports which the Company will be required
to file with the Securities and Exchange Commission (the “SEC”) in the future.
The
Company’s Common Stock is quoted on the OTC Pink market tier of the OTC Markets Group Inc. under the symbol “LIBE.”
The last sale price of our Common Stock as reported on the OTC Pink was $0.0005 on October 3, 2019. In connection with the Name
Change, we plan to change our stock symbol and CUSIP number, as well.
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this
Information Statement. As of the Record Date, our authorized securities consist of 6,000,000,000 shares of Common Stock and 10,000,000
shares of preferred stock. Of the 10,000,000 shares of authorized preferred stock, 1,000,000 have been designated Series X Preferred
Stock.
As
of the Record Date, there were [___________] shares of Common Stock issued and outstanding, held by [_____] holders of record
and 1,000,000 shares of Series X Preferred Stock issued and outstanding held by [____] holders of record. Holders of our
Common Stock are entitled to one vote per share. The shares of Series X Preferred Stock are convertible into a number of shares
of Common Stock constituting 97% of the issued and outstanding shares of Common Stock following such conversion and holders of
Series X Preferred Stock are entitled to vote on an as converted basis with the shares of Common Stock, and voting with the Common
Stock as one class, assuming that such shares of Series X Preferred Stock had been converted into shares of Common Stock immediately
prior to the record date for such vote.
STOCKHOLDERS’
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement
is authorized by Section 78.320(2) of the Nevada Revised Statutes. Section 78.320(2) provides that any action required or permitted
to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the action, if a written
consent thereto is signed by the stockholders holding at least a majority of the voting power. In order to eliminate the costs
and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible
in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of the Company’s
voting power to approve the actions described in this Information Statement.
The
actions described in this Information Statement cannot be taken until at least 20 calendar days after this Information Statement
has first been sent or given to our stockholders.
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by the Company.
STOCKHOLDERS
SHARING AN ADDRESS
We
will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. We undertake to 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 is delivered. A stockholder
can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address
or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements
and wish to receive only one, such stockholders can notify us at the address or phone number set forth above.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
NAME
CHANGE
General
Our
directors and stockholders representing a majority of the voting power of our capital stock have taken action by written consent
to authorize our Board to effect the Amendment. Our Board has discretion to abandon the Name Change prior to its effectiveness.
Reasons
for Name Change
As
previously disclosed, on September 16, 2019, we consummated the Exchange Agreement dated August 22, 2019, pursuant to which Ngen
Technologies USA Corp (“Ngen USA”) became a wholly owned subsidiary of the Company, and the business of Ngen USA became
the business of the Company going forward. Our reason for approving and recommending the Name Change is to align the Company’s
corporate name with the Company’s new business direction.
Potential
Effects of Name Change
The
Name Change will affect all holders of our Common Stock and Series X Preferred Stock uniformly. The Name Change is not intended
to, and will not, affect any stockholder’s percentage ownership interest in our company.
The
Name Change will not change the terms of our Common Stock or our Series X Preferred Stock. After the Name Change, the shares of
our capital stock will have the same voting rights and rights to dividends and distributions and will be identical in all other
respects to our capital stock now authorized. Our Common Stock and Series X Preferred Stock will remain fully paid and non-assessable.
In addition, we plan to change our stock symbol and CUSIP number as a result of the Name Change. Following the Effective Date
of the Amendment and the Name Change, newly issued stock certificates will bear the Company’s new name, but this will not
affect the validity of stock certificates already outstanding.
Procedure
for Effecting the Amendment and the Name Change
The
Name Change will become effective upon the later of (i) the filing of the Amendment with the Secretary of State of the State of
Nevada, (ii) approval of the Name Change by FINRA, and (iii) the 20th calendar date after the date on which this Information Statement
and the accompanying notice are mailed to our stockholders. We expect the Name Change to be effective on or about December 9,
2019. In no event will the Name Change be effective sooner than 20 calendar days after we mail this Information Statement and
accompanying notice to our stockholders. Our Board retains the authority to abandon the Name Change for any reason at any time
prior to the Effective Date.
The
form of the proposed Amendment necessary to effect the Name Change is attached hereto as Appendix A.
Accounting
Matters
The
proposed Amendment will not affect the par value of our Common Stock or our Series X Preferred Stock. As a result, on the Effective
Date, the stated capital on our balance sheet attributable to our Common Stock and our Series X Preferred Stock will not be affected.
Certain
Federal Income Tax Consequences of the Name Change
There
will be no material U.S. federal income tax consequences of the Name Change to holders of our Common Stock or Series X Preferred
Stock.
Dissenters’
Rights
Under
Nevada law, stockholders are not entitled to dissenters’ rights with respect to the Amendment or the Name Change.
REVERSE
STOCK SPLIT
Description
of the Reverse Stock Split
The
Reverse Stock Split shall cause each 2,000 shares of Common Stock to be converted into one share of Common Stock. Upon the completion
of the Reverse Stock Split, stockholders holding fractional shares will be rounded up and will receive one additional full share
of Common Stock.
Effect
of the Reverse Stock Split on the Company
The
Reverse Stock Split will reduce the number of outstanding shares, which will in turn reduce the Company’s administrative
costs associated with such the prior number of shares, and is expected to increase the per share price of our Common Stock. See
“Background and Purpose of the Reverse Stock Split.”
Approving
Vote of the Board of Directors and Consenting Stockholders
Our
Board has determined that the Reverse Stock Split is in the best interests of the Company. The Company has received the approving
consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company entitled to
vote on the Reverse Stock Split. Accordingly, no additional vote of the Company’s stockholders is required to approve the
Reverse Stock Split.
Fairness
of the Process
The
Board of Directors did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to the Reverse
Stock Split and no representative or advisor was retained on behalf of the unaffiliated stockholders to review or negotiate the
transaction. The Board of Directors concluded that the expense of these procedures was not reasonable in relation to the size
of the transaction contemplated and concluded that the Board of Directors could adequately establish the fairness of the Reverse
Stock Split without such outside person.
Effective
Date
The
Reverse Stock Split will become effective upon the later of (i) the filing of the Amendment with the Secretary of State of the
State of Nevada, (ii) approval of the Reverse Stock Split by FINRA, and (iii) the 20th calendar day after the date on which this
Information Statement and the accompanying notice are mailed to our stockholders. We expect the Effective Date of the Reverse
Stock Split to be on or about December 9, 2019. In no event will the Reverse Stock Split be effective sooner than 20 calendar
days after we mail this Information Statement and accompanying notice to our stockholders. Our Board retains the authority to
abandon the Reverse Stock Split for any reason at any time prior to the Effective Date.
The
form of the proposed amendment to our articles of incorporation necessary to effect the Reverse Stock Split is attached hereto
as Appendix A.
Tax
Consequences
The
Reverse Stock Split will be treated as a tax-free recapitalization for federal income tax purposes. Accordingly, stockholders
will not recognize gain or loss, and their adjusted tax basis in their stock will not change. See “Certain Federal Income
Tax Consequences of the Reverse Stock Split.”
Dissenters’
and Appraisal Rights
Under
Nevada law, stockholders are not entitled to dissenters’ or appraisal rights with respect to the Reverse Stock Split.
BACKGROUND
AND PURPOSE OF THE REVERSE STOCK SPLIT
General
Our
Board and the holders of a majority of the voting power of the issued and outstanding capital stock have taken action by written
consent to authorize our Board to effect an amendment to our Articles to effect a reverse stock split of our issued and outstanding
Common Stock at a ratio of 1-for-2,000. Our Board of Directors has discretion to abandon the Reverse Stock Split prior to its
effectiveness.
Reasons
for Reverse Stock Split
Our
Board’s primary reason for approving and recommending the Reverse Stock Split is to increase the per share price of our
Common Stock. Our Board believes that attaining and maintaining the stock price at higher levels will attract better access to
capital, which is in the best interests of our company and its stockholders. Our Board further believes that an increased stock
price may encourage investor interest and improve the marketability of our Common Stock to a broader range of investors. We believe
that the Reverse Stock Split will make our Common Stock more attractive to a broader range of institutional and other investors,
as we believe that the current market price of our Common Stock may affect its acceptability to certain institutional investors,
professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal
policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers
from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make
the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions
on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the
current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing
a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe
that the Reverse Stock Split will make our Common Stock a more attractive and cost-effective investment for many investors, which
should enhance the liquidity available to the holders of our Common Stock. Accordingly, we believe that approval of the Reverse
Stock Split is in our company’s and our stockholders’ best interests.
However,
despite approval of the Reverse Stock Split by our stockholders and the implementation thereof by our Board of Directors, there
is no assurance that our stock price would be or remain following the Reverse Stock Split at a level high enough to enable us
to attract capital investment in our company.
Reducing
the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase
the per share market price of our Common Stock. However, other factors, such as our financial results, general market conditions
and the market perception of our company, may adversely affect the market price of our Common Stock. As a result, there can be
no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market
price of our Common Stock will increase following the Reverse Stock Split or that the market price of our Common Stock will not
decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after the Reverse
Stock Split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse
Stock Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split may be lower than
the total market capitalization before the Reverse Stock Split.
After
undertaking a thorough analysis of the advisability of the Reverse Stock Split and considering the totality of the circumstances,
our Board of Directors believes that it is fair to the stockholders of the Company, from a financial point of view, and in the
best interests of us and our stockholders. The effectuation of the Reverse Stock Split is conditioned on our Board’s consideration
of the totality of the circumstances.
Potential
Effects of Proposed Reverse Stock Split
The
Reverse Stock Split will affect all holders of our Common Stock uniformly. The Reverse Stock Split is not intended to affect any
stockholder’s percentage ownership interest in our company, except for a nominal increase in percentage ownership interest
that will accrue as described below in “Fractional Shares,” record holders of our Common Stock otherwise entitled
to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the
Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of our Common Stock to round
up to the next whole share.
The
Reverse Stock Split will not change the terms of our Common Stock. After the Reverse Stock Split, the shares of our Common Stock
will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our
Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
After
the effective time of the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements
of the Exchange Act. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction”
as described by Rule 13e-3 under the Exchange Act.
After
the effective time of the Reverse Stock Split, the post-split market price of our Common Stock may be less than the pre-split
price multiplied by the Reverse Stock Split ratio. In addition, a reduction in the number of shares of our Common Stock outstanding
may impair the liquidity for our Common Stock, which may reduce the value of our Common Stock.
The
availability of a substantial number of authorized but unreserved shares of our Common Stock resulting from the Reverse Stock
Split, under various scenarios, may be construed as having an anti-takeover effect by permitting the issuance of shares of our
Common Stock to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions
in our articles of incorporation or bylaws as then in effect. The proposal to effectuate the Reverse Stock Split did not result
from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender
offer, proxy solicitation in opposition to management or otherwise, and our Board of Directors did not authorize the Reverse Stock
Split to increase the authorized shares of our Common Stock to enable us to frustrate any efforts by another party to acquire
a controlling interest or to seek representation on our Board of Directors.
Beneficial
Holders of Common Stock
Upon
the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker or other
nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees
will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in “street name.”
However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the
Reverse Stock Split. Stockholders who hold shares of our Common Stock with a bank, broker or other nominee and who have any questions
in this regard are encouraged to contact their banks, brokers or other nominees.
Registered
“Book-Entry” Holders of Common Stock
Certain
of the registered holders of our Common Stock may hold some or all of their shares electronically in book-entry form with our
transfer agent, Olde Monmouth Stock Transfer Co., Inc. These stockholders do not have stock certificates evidencing their ownership
of our Common Stock. They are, however, provided with statements reflecting the number of shares registered in their accounts.
Stockholders who hold shares electronically in book-entry form with our transfer agent will not need to take action to receive
evidence of their shares of post-Reverse Stock Split Common Stock.
Holders
of Certificated Shares of Common Stock
Stockholders
holding shares of our Common Stock in certificated form will be sent a transmittal letter by our transfer agent after the effective
time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his,
her or its certificate(s) representing shares of our Common Stock (the “Old Certificates”) to our transfer agent in
exchange for certificates representing the appropriate number of shares of post-Reverse Stock Split Common Stock (the “New
Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates,
together with a properly completed and executed letter of transmittal, to our transfer agent. No stockholder will be required
to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s)
representing the number of shares of our Common Stock to which they are entitled as a result of the Reverse Stock Split. Until
surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of
shares of post-Reverse Stock Split Common Stock to which these stockholders are entitled. Any Old Certificates submitted for exchange,
whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an
Old Certificate has a restrictive legend on its reverse side, the New Certificate will be issued with the same restrictive legend
on its reverse side.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT
SUBMIT
ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
We
will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled
to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically
be entitled to receive an additional fraction of a share of our Common Stock to round up to the next whole share.
Effect
of the Reverse Stock Split on Outstanding Convertible Preferred Stock, Convertible Debt, Stock Options, Warrants, and Employee
Plans
Based
upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise or conversion
price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible preferred
stock or convertible debt securities entitling the holders to acquire shares of our Common Stock. This would result in approximately
the same aggregate price being required to be paid under such options, warrants or convertible debt securities upon exercise or
conversion, as applicable, and approximately the same value of shares of our Common Stock being delivered upon such exercise or
conversion immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number
of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split
ratio.
Accounting
Matters
The
proposed amendment to our Articles will not affect the par value of our Common Stock. As a result, at the effective time of the
Reverse Stock Split, the stated capital on our balance sheet attributable to our Common Stock will be reduced in the same proportion
as the Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated
capital is reduced. The per share net income or loss and net book value of our Common Stock will be reclassified for prior periods
to conform to the post-Reverse Stock Split presentation.
Certain
Federal Income Tax Consequences of the Reverse Stock Split
The
following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our
Common Stock. Unless otherwise specifically indicated herein, this summary addresses the U.S. federal income tax consequences
only to a beneficial owner of our Common Stock that is a United States person as defined in the Internal Revenue Code of 1986,
as amended (the “Code”), or a U.S. holder. This summary does not address all of the tax consequences that may be relevant
to any particular stockholder, including tax considerations that may apply to certain special classes of taxpayers under the Code.
As
a result, stockholders should seek advice on the tax consequences of the Reverse Stock Split based on their particular circumstances
from an independent tax advisor.
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our
Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should
consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.
U.S.
Holders
The
Reverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code. Assuming the Reverse
Stock Split qualifies as a reorganization, a U.S. holder generally will not recognize gain or loss upon the exchange (or deemed
exchange) of shares pursuant to the Reverse Stock Split. The aggregate tax basis of the new shares received in the Reverse Stock
Split will be the same as the aggregate tax basis in the old shares exchanged. The holding period for the new shares will include
the period during which the old shares surrendered in the Reverse Stock Split were held.
Non-U.S.
Holders
A
non-U.S. holder is a beneficial owner of our Common Stock that is not a U.S. holder. Generally, non-U.S. holders will not recognize
any gain or loss upon the Reverse Stock Split.
Dissenters’
Rights
Under
Nevada law, stockholders will not be entitled to dissenters’ rights with respect to the proposed amendments to our Articles
to effect the Reverse Stock Split or the Authorized Share Decrease amendment, and we do not intend to independently provide stockholders
with such rights.
APPRAISAL
RIGHTS
Stockholders
do not have appraisal rights under Nevada law or under the Company’s Articles or bylaws in connection with the Corporate
Actions.
REDUCTION
IN AUTHORIZED SHARES OF COMMON STOCK
Our Board and the holders
of the majority voting power of our issued and outstanding capital stock have approved an amendment to the Articles to reduce
the number of authorized shares of our Common Stock from 6,000,000,000 to 3,000,000,000 to reduce possible dilution that could
occur to the value of the Common Stock in the future by lowering the number of additional shares of Common Stock that can be issued
in the future from authorized shares. As of the Record Date, the Company has [____________] shares of Common Stock issued and
outstanding. Upon the filing of the amendment to the Articles, the Company will have approximately 35,397,217 shares
of Common Stock authorized and available for future issuances. Notwithstanding the foregoing, the Company may seek an increase
in authorized shares of Common Stock as and when considered appropriate by the Board. The form of the proposed amendment to our
Articles necessary to effect the Authorized Share Reduction is attached hereto as Appendix A.
AmendmentS
of the Company’s Articles of Incorporation
To
effect the Reverse Stock Split, the Company will amend its Articles. The amendment to the Articles to effect the Reverse Stock
Split will provide for the Reverse Stock Split, becoming effective on the Effective Date, and will accordingly state that each
share of Common Stock outstanding prior to the Reverse Stock Split will be automatically reclassified and changed into 1/2,000th
of a fully paid and non-assessable share of Common Stock, without increase or decrease in the par value of thereof. The
Amendment will also provide that no fractional shares shall be issued with respect to any shares of Common Stock and that the
Company shall round up any partial shares to the next highest whole share. See Appendix A for the text of the Reverse Stock
Split Amendment.
In
addition, the Company intends to amend its Articles in order to effect the Authorized Share Decrease. The amendment to effect
the Authorized Share Decrease would amend the Articles to decrease the number of authorized shares of Common Stock from 6,000,000,000
to 3,000,000,000. See Appendix A for the text of the Authorized Share Decrease Amendment.
Furthermore,
the Company will amend its Articles of incorporation in order to effect the Name Change. The amendment to effect the Reverse Stock
Split and the Authorized Share Decrease amends the Articles to change the name of the Company from Liberated Solutions, Inc. to
Ngen Technologies Holdings Corp. See Appendix A for the text of the Name Change.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of our stock as of the Record Date by (i) each person
known by us to be the beneficial owner of more than 5% of any class of stock, (ii) each director and each of our named executive
officers, and (iii) all executive officers and directors as a group. As of the Record Date, there were [__________] shares of
our Common Stock outstanding.
The
number of shares of stock beneficially owned by each person is determined under the 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 such person has sole or shared voting power or investment power and also any shares which the individual has the right
to acquire within 60 days after the Record Date through the exercise of any stock option, warrant or other right. Unless otherwise
indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the
shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission
of beneficial ownership of those shares. Unless otherwise indicated, the business address of each person listed is in care of
Liberated Solutions, Inc., 5430 Lyndon B. Johnson Freeway, Suite 1200, Dallas, Texas 75240.
Name and Address
|
|
Number of Shares of Common Stock Held
|
|
|
Percentage of Common
Stock (1)
|
|
|
Number of Shares of Series X Preferred Stock Held
|
|
|
Percentage of Series X Preferred Stock (2)
|
|
Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward Carter
|
|
|
0
|
|
|
|
0
|
%
|
|
|
873,750
|
(3)
|
|
|
87.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Steven Folkerth
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YH Seo
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay Silverman
|
|
|
714
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (6 persons)
|
|
|
714
|
|
|
|
0
|
%
|
|
|
873,750
|
|
|
|
87.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5% Holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clifford Rhee
5035 Hurontario St., #30029
Mississaugo, Ontario L4Z 0B6
|
|
|
0
|
|
|
|
0
|
%
|
|
|
873,750
|
(4)
|
|
|
87.4
|
%
|
|
(1)
|
Based
on [_____________] shares of Common Stock issued and outstanding as of the Record Date.
|
|
(2)
|
Shares
of Series X Preferred Stock are convertible into a number of shares of Common Stock constituting 97% of the issued and outstanding
shares of Common Stock following such conversion.
|
|
(3)
|
Represents
(i) 123,750 shares of Series X Preferred Stock held by Mr. Carter; and (ii) 750,000 shares of Series X Preferred Stock held
by Broken Circuit, a company of which Mr. Carter is a 49.5% owner. Mr. Carter shares voting and dispositive control over the
Broken Circuit shares with Mr. Rhee.
|
|
(4)
|
Represents
(i) 123,750 shares held by Mr. Rhee; and (ii) 750,000 shares held by Broken Circuit. Mr. Rhee shares voting and dispositive
control over the Broken Circuit shares with Mr. Carter.
|
MARKET
FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
Common Stock is quoted on and trades on the Pink Sheets of the OTC Marketplace under the symbol “LIBE.”
For
the periods indicated, the following table sets forth the high and low bid prices per share of our Common Stock. These prices
represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
|
|
HIGH
|
|
|
LOW
|
|
|
|
|
|
|
|
|
FISCAL YEAR ENDED SEPTEMBER 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter Ended December 31, 2017
|
|
$
|
0.00655
|
|
|
$
|
0.02140
|
|
Second Quarter Ended March 31, 2018
|
|
$
|
0.00860
|
|
|
$
|
0.03860
|
|
Third Quarter Ended June 30, 2018
|
|
$
|
0.00230
|
|
|
$
|
0.01260
|
|
Fourth Quarter Ended September 30, 2018
|
|
$
|
0.00040
|
|
|
$
|
0.00440
|
|
|
|
|
|
|
|
|
|
|
FISCAL YEAR ENDED SEPTEMBER 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter Ended December 31, 2018
|
|
$
|
0.00080
|
|
|
$
|
0.00010
|
|
Second Quarter Ended March 31, 2019
|
|
$
|
0.00060
|
|
|
$
|
0.00010
|
|
Third Quarter Ended June 30, 2019
|
|
$
|
0.00030
|
|
|
$
|
0.00010
|
|
Fourth Quarter Ended September 30, 2019
|
|
$
|
0.00180
|
|
|
$
|
0.00010
|
|
Holders
As
of the Record Date, there were approximately [_____] record holders of shares of the Company’s Common Stock.
Dividends
The
Company has not declared any dividends since inception and does not anticipate paying any dividends in the foreseeable future
on its Common Stock or Preferred Stock. The payment of dividends is within the discretion of the Board of Directors and will depend
on the Company’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions
that currently limit the Company’s ability to pay dividends on its common stock other than those generally imposed by applicable
state law.
Equity
Compensation Plans
We
do not have in effect any compensation plans under which our equity securities are authorized for issuance.
Transfer
Agent and Registrar
The
Company’s transfer agent is Olde Monmouth Stock Transfer Co., Inc., located at 200 Memorial Pkwy, Atlantic Highlands, NJ
07716.
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, in the Name Change, Reverse Stock Split, or Authorized Share Decrease
that is not shared by all other stockholders.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, 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 SEC. Reports and other
information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F
Street, N.E., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public
Reference Section, 100 F Street, N.E., Washington, DC 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 EDGAR (Electronic Data Gathering, Analysis and Retrieval) system.
You
may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing to Liberated Solutions, Inc.,
at 5430 Lyndon B. Johnson Freeway, Suite 1200, Dallas, Texas 75240, Attn: Edward Carter, or by calling the Company at (972)
663-9483.
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 Liberated Solutions, Inc., at 5430 Lyndon B. Johnson Freeway, Suite 1200, Dallas, Texas 75240, Attn:
Edward Carter, or by calling the Company at (972) 663-9483.
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, the address and phone number in the preceding paragraph. 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 address or phone number provided in the preceding paragraph.
MISCELLANEOUS
Additional copies
of this Information Statement may be obtained at no charge by writing to us at 5430 Lyndon B. Johnson Freeway, Suite 1200, Dallas,
Texas 75240, Attn: Edward Carter, or by calling the Company at (972) 663-9483.
NO
ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THESE ACTIONS. HOWEVER, SECTION 14C OF THE EXCHANGE ACT REQUIRES
THE MAILING TO OUR STOCKHOLDERS OF THE INFORMATION SET FORTH IN THIS INFORMATION STATEMENT AT LEAST TWENTY (20) DAYS PRIOR TO
THE EARLIEST DATE ON WHICH THE CORPORATE ACTION MAY BE TAKEN.
|
LIBERATED
SOLUTIONS, INC.
|
|
|
|
/s/
Edward Carter
|
|
Edward
Carter
|
November
18, 2019
|
Chief
Executive Officer
|
APPENDIX
A