Current Report Filing (8-k)
November 19 2019 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): October 2, 2019
LIBERATED
SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-55177
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27-4715504
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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5430
Lyndon B Johnson Fwy, Suite 1200, Dallas, TX
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75240
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (845) 610-3817
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (See General Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Accounting Firm
On
October 2, 2019, the Board of Directors of Liberated Solutions, Inc., doing business as Ngen Technologies USA Corp (the “Company”),
decided to change auditors and accordingly, terminated the engagement of DeLeon & Company, P.A. (“DeLeon”) as
the Company’s independent registered accounting firm, effective immediately after the filing with the Securities and Exchange
Commission (the “Commission”) of the Company’s Quarterly Report on Form 10-Q for the period ended September
30, 2019 (the “September 2019 10-Q”).
DeLeon’s
report on the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore,
during the Company’s two most recent fiscal years and through November 7, 2019, the date on which the September 2019 10-Q
was filed with the Commission, there have been no disagreements with DeLeon on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to DeLeon’s satisfaction,
would have caused DeLeon to make reference to the subject matter of the disagreement in connection with its report on the Company’s
financial statements for such periods.
Except
as set forth below, for the two most recent fiscal years and through November 7, 2019, there were no “reportable events”
as that term is described in Item 304(a)(1)(v) of Regulation S-K; however, DeLeon’s most recent year-end report did contain
a modification paragraph that expressed substantial doubt about the Company’s ability to continue as a going concern.
The
Company provided DeLeon with a copy of the disclosure contained herein, prior to its filing with the Commission, and requested
that DeLeon furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein
and, if not, stating the respects in which it does not agree. DeLeon’s letter to the Commission is attached hereto as Exhibit
16.1.
(b)
Engagement of New Independent Registered Accounting Firm
On
October 2, 2019, the Company’s Board of Directors appointed Benjamin & Young, LLP (“Benjamin & Young”)
as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and
through October 2, 2019, neither the Company nor anyone acting on the Company’s behalf consulted Benjamin & Young with
respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date:
November 19, 2019
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LIBERATED
SOLUTIONS, INC.
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By:
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/s/
Ed Carter
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Ed
Carter
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Chief
Executive Officer
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