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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The
Go Eco Group
(Name
of Registrant As Specified In Charter)
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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Aggregate
number of securities to which transaction applies:
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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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Filing
Party:
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Date
Filed:
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The
Go Eco Group.
15
Elvis Boulevard
Chester,
NY 10918
845-610-3817
May
1, 2018
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 The Go Eco Group, a Nevada corporation (the “
Company
”), as of the close of business
on May 1, 2018 (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 February 28, 2018 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 February 28, 2018 (the “
Written
Consent
”).
The
Written Consent approved the following actions:
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Execute
a name change of the Company from The Go Eco Group to Liberated Solutions, Inc. (the
“Name Change”).
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The
Written Consent is the only shareholder approval required to effect the Name Change 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 Name Change. The Name Change, 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 May 1, 2018.
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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The
Go Eco Group.
15
Elvis Boulevard
Chester,
NY 10918
845-610-3817
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 The Go Eco Group (the “
Company
,” “
we
,”
“
our
” or “
us
”) of the approval of the following corporate action:
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Execute
a name change of the Company from The Go Eco Group to Liberated Solutions, Inc. (the “Name Change”).
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On
February 28, 2018, our Board of Directors (the “
Board
”) approved the Name Change 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 Name Change.
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 Name Change (the “
Stockholders
”).
In
accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about May 1,
2018. 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 February 28, 2018, there were issued and outstanding 46,417,443 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 50,000,000,001 votes, is required to approve
the Name Change by written consent. The Majority Stockholder, who holds 1,419 shares of Common Stock and 10,000,000 shares of
Series A Preferred Stock (approximately 99.95% of the total voting equity of the Company), have voted in favor of the Name Change,
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 Name Change, 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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99.95
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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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99.95
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%
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(1)
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Based
on 46,417,443 shares of Common Stock and 10,000,000 shares of voting Series A Preferred Stock issued and outstanding as of
February 28, 2018.
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ACTIONS
TO BE TAKEN
We
intend to file the Name Change with FINRA and have it become effective in the market as soon as practicable following the twentieth
(20
th
) calendar day following the date on which this Information Statement is mailed to the Stockholders.
NAME
CHANGE
The
Board has approved a Name Change. As stated above, the holder of shares representing a majority of the voting securities of the
Company have given their written consent to the Name Change.
The
Board believes the Name Change is necessary and advisable in order to properly reflect the Company’s current and future
operations. Accordingly, it is the Board’s opinion that the Name Change is better suited for our continuing operations.
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 February
28, 2018 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 February 28, 2018, we had 46,417,443
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 February 28, 2018 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 The Go Eco Group.
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)
15
Elvis Boulevard
Chester,
NY 10918
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1,429
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>1
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%
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Jay
Silverman
(4)
15
Elvis Boulevard
Chester,
NY 10918
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715
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>1
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%
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Brian
Conway
(4)
15
Elvis Boulevard
Chester,
NY 10918
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715
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>1
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%
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All Officers and
Directors as a group
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2,859
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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 46,417,443 shares of common stock issued and outstanding as of February 28, 2018.
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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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REGULATORY
REQUIREMENTS
To
our knowledge, the only required regulatory or governmental approval or filings necessary in connection with the Name Change would
be the filing of the Amendment to the Articles of Incorporation, with the Secretary of State of the State of Nevada.
EFFECTS
ON INDIVIDUAL SHAREHOLDERS
If
we implement the Name Change we do not anticipate any effect on individual shareholders.
RIGHTS
OF SHAREHOLDERS
If
we implement the Name Change, the rights pertaining to the outstanding shares of our Common Stock would be unchanged after the
Name Change. Each share of our Common Stock issued following the Name Change 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 Name Change 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 September 30, 2017;
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(2)
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Quarterly
Report of Form 10-Q for the quarter ended December 31, 2017
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You
may request a copy of these filings, at no cost, by writing The Go Eco Group, 385 South 300 East, Salt Lake City, Utah 84111,
or telephoning the Company at (385) 212-3305. 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 2028 E. Ben White Blvd., Suite 240-2835, Austin, Texas, 78741, or telephoning the
Company at (866) 204-6703.
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 Name Change 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
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/s/Brian
Conway
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Dated:
May 1, 2018
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