UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2019

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number 000-55177

LIBERATED SOLUTIONS, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Nevada		27-4715504
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

17701 E 36th Street CTS
5430 Lynn B Johnson Fwy/ Suite 1200
Independence, MO		64055
Dallas TX		75240
(Address of principal executive offices)		(Zip Code)

~~(845) 610~~972-~~3817 (Registrant’s telephone number including area code)~~663-9483

~~Indicate by check mark whether the registrant~~ (~~1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of~~Registrant’s ~~1934~~telephone ~~during~~number ~~the~~including ~~preceding~~area ~~12 months (or for such shorter period that the registrant was required to file such reports~~code) ~~and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) [X] Yes [ ] NoN/A

~~Indicate~~(Former ~~by check mark whether the registrant is a large accelerated filer~~name, anformer ~~accelerated~~address ~~filer,~~and aformer ~~non-accelerated~~fiscal ~~filer~~year, orif achanged ~~smaller reporting~~since ~~company.~~last ~~See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~report)

~~Large~~Securities registered ~~accelerated~~pursuant ~~filer~~to [Section ~~] Accelerated filer [ ] Non-accelerated filer [ ]~~ 12(~~Do not check if a smaller reporting company~~b) ~~Smaller~~of ~~reporting~~the ~~company [X]~~Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]
	Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,~~480~~563,~~746~~686,~~840~~977 shares of common stock issued and outstanding as of ~~August~~November 197, 2019.

TABLE OF CONTENTS

Item #	Description	Page Numbers
	PART I
ITEM 1	FINANCIAL STATEMENTS	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1516
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1719
ITEM 4	CONTROLS AND PROCEDURES	1719
	PART II	1719
ITEM 1	LEGAL PROCEEDINGS	1719
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 1A	RISK FACTORS
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 4	MINE SAFETY DISCLOSURES	18
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	20
ITEM 5	OTHER INFORMATION	18
ITEM 4	MINE SAFETY DISCLOSURES	20
ITEM 6	EXHIBITS	18
ITEM 5	OTHER INFORMATION	20
	SIGNATURES	19
ITEM 6	EXHIBITS	20
	SIGNATURES	21

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that ~~investors~~ investors can better understand future prospects and make informed investment decisions. This ~~report~~Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this ~~report~~Quarterly Report on Form 10-Q. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially ~~from~~ from those described in the forward-looking statements. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

LIBERATED SOLUTIONS, INC. AND SUBSIDIARIES

~~BALANCE~~CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2019			September 30, 2018
	September 30,			December 31,
	2019			2018
		(Restated)			(Restated)
ASSETS
Current assets
Cash	$	42,~~037~~748,683		$	173,~~978~~721,828
Total current assets		4,037			17,978
Accounts receivable		24,273,422			1,057,693
Total assets	$	4,037		$	17,978
Inventory		5,929,941			1,739,722
Total current assets		32,952,046			6,519,243
Other assets
Fixed assets, net of depreciation		4,808,807			5,020,003
Deposits		106,472			107,352
Investments		125,289			114,309
Total assets	$	37,992,614		$	11,760,907
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	131,189		$	105,166
Accounts payable	$	16,618,012		$	1,947,036
Accrued consulting – related party		52,150
Accrued expense		205,252			77,434
Convertible notes payable		~~607~~6,~~489~~398,545			~~639~~570,~~795~~355
Deferred revenue		5,000			5,000
Derivative liability		63,737,112			1,182,093
Total current liabilities		795,828			749,961
Customer deposits		5,000			5,000
Notes payable – related parties		9,867,932			10,207,353
Total current liabilities		96,831,853			13,989,271
Total liabilities		96,831,853			13,989,271
Stockholders’ deficit
Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding		10,000			10,000
Preferred shares, par value $0.001; 100,000,000 authorized; 1,000,000 and 10,000,000 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		1,000			10,000
Common stock, par value $0.001, authorized 6,000,000,000, issued and outstanding 3,480,746,840 and 630,989,121 as of June 30, 2019 and September 30, 2018, respectively		3,480,745			630,988
Common stock, par value $0.001, 6,000,000,000 authorized; 3,563,686,977 and 1,598,052,555 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		3,563,685			1,598,051
Additional paid-in capital		(9111,~~745~~950,751	)		2(3,~~513~~427,~~957~~070	)
Accumulated deficit		(4,190,791	)		(3,886,928	)
Comprehensive loss		—			(55,067	)
Total stockholders’ deficit		(791,791	)		(731,983	)
Accumulated deficit		(50,453,173	)		(354,278	)
Total liabilities and stockholders’ (deficit)	$	4,037		$	17,978
Total stockholders’ deficit		(58,839,239	)		(2,228,364	)
Total liabilities and stockholders’ (deficit)	$	37,992,614		$	11,760,907

The accompanying notes are an integral part of the unaudited consolidated financial statements.

LIBERATED SOLUTIONS, INC. AND SUBSIDIARIES

~~STATEMENTS~~CONSOLDIATED STATEMENTS OF OPERATIONS

~~FOR THE THREE AND NINE MONTHS ENDED JUNE 30,~~(Unaudited)

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(Restated)			(Restated)			(Restated)			(Restated)
Revenues	$	51,645,437		$	5,389,882		$	144,338,267		$	15,014,672
Cost of goods sold		(47,850,180	)		(4,804,695	)		(134,295,726	)		(12,312,031	)
Gross margin		3,795,257			585,187			10,042,541			2,702,641

Operating expenses:
Selling expense		83,220			—			145,340			—
General and administrative		680,714			370,362			2,069,509			1,736,553
Research and development		104,755			181,953			335,481			497,421
Total operating expenses		868,689			552,315			2,550,330			2,233,974

Income from operations		2,926,568			32,872			7,492,211			468,667

Other Income (expense)
Other income		15,000			35,369			68,925			85,205
Finance costs		(52,117	)		—			(1,464,591	)		(4,000	)
Change in fair value of derivatives		(55,867,141	)		(316,142	)		(62,555,020	)		1,801,861
Interest expense		(22,308	)		55,442			(71,391	)		(163,318	)
Other expense		(112,875	)		(17,289	)		(112,875	)		(17,288	)
Total other income (expense)		(56,039,441	)		(242,620	)		(64,131,952	)		1,702,460

Net (loss) income before income tax		(53,112,873	)		(209,748	)		(56,639,741	)		2,171,127

Income tax provision		(31,794	)		(13,500	)		(96,382	)		(20,490	)

Net (loss) income		(53,144,667	)		(223,248	)		(56,736,123	)		2,150,637

Comprehensive income
Foreign currency gain		—			—			55,067			128,978

Net comprehensive (loss) income	$	(53,144,667	)	$	(223,248	)	$	(56,681,056	)	$	2,279,597

Net (loss) income per common share, basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	0.01

Weighted average number of common shares outstanding		3,559,749,034			492,308,319			2,331,749,034			267,783,243

	Three Months						Nine Months
	2019			2018			2019			2018
Operating expenses:
Selling, general and administrative expenses	$	130,386		$	208,971		$	265,341			$ 722,9-88
Loss from operations		(130,386	)		(208,971	)		(265,341	)		(722,988	)
Other Income(expense)
Other income		—			2,000			5,000			22,000
Interest expense		(17,724	)		(205,236	)		(43,522	)		(230,151	)
Total other income (expense)		(17,724	)		(203,236	)		(38,522	)		(208,151	)
Net loss	$	(148,110	)	$	(412,207	)	$	(303,863	)	$	(931,139	)
Net loss per common share basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding		3,175,084,102			253,186,906			2,121,993,006			107,141,009

The accompanying notes are an integral part of the unaudited consolidated financial statements.

The accompanying notes are an integral part of the unaudited financial statements.

LIBERATED SOLUTIONS, INC. AND SUBSIDIARIES

~~STATEMENT~~CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

FOR THREE AND NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2019 AND 2018

									Additional						Total
	Common Stock				Preferred Stock				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at September 30, 2017		14,468,303	$	14,468		10,000,000	$	10,000	$	1,801,619		$	(2,865,790	)		(1,039,703	)
Common stock issued for debt		3,543,586		3,544		—		—		9,266			—			12,810
Common stock issued for service		700,000		700		—		—		3,920			—			4,620
Net loss		—		—		—		—		—			(88,978	)		(88,978	)
Balance at December 31, 2017		18,711,869		18,712		10,000,000		10,000		1,814,805			(2,954,768	)		(1,111,250	)
Common stock issued for debt		310.337,090		310,337		—		—		488,996			—			799,333
Common stock issued for service		34,220,040		32,220		—		—		325,055			—			357,225
Common stock issued for warrant conversion		34,967,577		34,960		—		—		5,106			—			40.074
Warrant valuation allocated to paid in capital		—		—		—		—		20,000			—			20,000
Net loss													(842,161	)		(842,161	)
Balance at June 30,2018		398,236,556		398,236		10,000,000		10,000		2,728,910			(3,796,929	)		(679,783	)
Balance at September 30, 2018		630,989,121	$	630,988		10,000,000		10,000		2,513,957			(3,886,928	)		(731,983	)
Common stock issued for debt		967,063,434		967,063		—		—		(858,623	)		—			108,440
Net loss		—		—		—		—		—			(68,202	)		(68,202	)
Balance at December 31, 2018		1,598,052,555		1,598,051		10,000,000		10,000		1,680,334			(3,955,130	)		(666,743	)
Common stock issued for debt		1,882,694,285		1,882,694		—		—		(1,772,079	)		—
Net loss		—		—		—		—		—			(235,661	)		(235,661	)
Balance at June 30, 2019		3,480,746,840		3,480,745		10,000,000		10,000		(91,745	)		(4,190,791	)		(791,791

(Unaudited)

~~The accompanying notes are an integral part of the unaudited financial statements.~~(Restated)

													Additional									Total
	Common Stock						Preferred Stock						Paid-In			Comprehensive			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Income (loss)			Deficit			Deficit

Balance as of June 30, 2018		398,236,556		$	398,236			10,000,000		$	10,000		$	(3,696,775	)	$	24,128		$	(1,035,042	)	$	(4,299,453	)
Common stock issued for debt		232,752,565			232,752			—			—			(100,524	)		—-						132,228
Reverse merger recapitalization		—			—			—			—			1,567,614			—			725,131			2,292,745

Net loss		—			—			—			—			—			—			(223,248	)		(223,248	)

Balance at September 30, 2018		630,989,121			630,988			10,000,000			10,000			(2,229,685	)		24,128			(553,159	)		(2,097,728	)

Balance at December 31, 2017		18,771,889			18,712			10,000,000			10,000			(3,768,719	)		(104,850	)		(2,023,235	)		(5,868,092	)
Common stock issued for debt		543,089,675			543,089			—			—			355,661			—			—			898,750
Common stock issued for service		34,220,040			32,220			—			—			318,384			—			—			352,604
Common stock issued for warrant conversion		34,967,577			34,960			—			—			5,107			—			—			40.074
Warrant valuation allocated to paid in capital		—			—			—			—			20,000			—			—			20,000
Comprehensive gain or loss		—			—			—			—			—			128,978			—			128,978
Reverse merger recapitalization		—			—			—			—			839,882			—			(660,561	)		179,321

Net income (loss)																				2,150,637			2,150,637

Balance at September 30, 2018		630,989,121			630,988			10,000,000			10,000			(2,229,685	)		24,128			(533,159	)		(2,097,728	)

Balance at June 30, 2019		3,480,746,840			3,480,746			10,000,000			10,000			(5,434,808	)		(65,506	)		4,372,133			2,362,564
Common stock issued for debt		165,000,000			165,000			—			—			(155,100	)		—			—			9,900
Common stock issued for merger		69,614,937			69,615			—			—			(69,615	)		—			—			—
Preferred shares retired in merger		—			—			(9,750,000	)		(9,000	)		9,000			—			—			—
Common stock retired		(151,674,800	)		(151,675	)		—			—			151,675			—			—			—
Consolidation for reverse merger		—			—			—			—			(6,451,903	)		—			(1,785,895	)		(8,237,798	)
Comprehensive gain or loss		—			—			—			—			—			65,506			—			65,506

Net loss		—			—			—			—			—			—			(53,039,411	)		(53,039,411	)

Balance at September 30, 2019		3,563,686,977			3,563,685			250,000			1,000			(11,950,751	)		—			(50,453,172	)		(58,839,240	)

Balance at December 31, 2018		1,598,052,555			1,598,052			10,000,000			10,000			(3,427,070	)		(55,067	)		(354,278	)		(2,228,364	)
Common stock issued for debt		2,047,694,285			2,047,694			—			—			(1,927,179	)		—			—			120,515
Preferred shares retired in merger		—			—			9.750.000			(9,000	)		9,000			—			—			—
Common stock retired		(151,674,800	)		(151,675	)		—			—			151,675			—			—			—
Common stock issued for merger		69,614,937			69,615			—			—			(69,615	)		—			—			—
Consolidation for reverse merger		—			—			—			—			(6,687,563	)					6,637,228			(50,335	)
Comprehensive gain or loss		—			—			—			—			—			55,067			—			55,067

Net loss		—			—			—			—			—			—			(56,736,123	)		(56,736,123	)

Balance at September 30, 2019		3,563,686,977		$	3,563,685			250,000		$	1,000		$	(11,950,751	)	$	—			$(50,453,173)		$	(58,839,240	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

LIBERATED SOLUTIONS, INC. AND SUBSIDIARIES

~~STATEMENTS~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~FOR THE NINE MONTHS ENDED JUNE 30,~~(Unaudited)

(UNAUDITED)

	Nine Months Ended September 30,
	2019			2018
	(Restated)			(Restated)
Cash Flows From Operating Activities:
Net (loss) income	$	(56,736,123	)	$	2,150,637
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		69,433			9,919
Stock based compensation		—			352,605
Change in fair value of derivatives		62,555,019			(1,801,861	)
Issuance of stock for cashless warrants		—			20,000
Loss on adjustment of debt		—			179,321
Changes in operating assets and liabilities:
Increase in accounts receivable		(23,215,729	)		(811,405	)
Increase in inventory		(4,190,219	)		(656,460	)
Increase in accounts payable and accrued expenses		14,798,794			2,755,512
Prepaid expenses		880			1,916
Notes payable related parties		(339,421	)		(1,339,109	)
Customer deposits		—			(20,000	)
Net cash (used in) provided by operating activities		(7,057,366	)		841,075

CASH FLOWS FROM INVESTMENT ACTIVITIES
Investment in fixed assets		(15,195	)		(15,195	)
Investment in joint venture		(10,980	)		413,871

Net cash (used in) provided by investing activities		(26,175	)		398,676

Cash Flows From Financing Activities:
Common stock issued for the conversion of warrants		—			40,073
Proceeds from issuance of convertible debt		5,948,705			573,269
Net cash provided by financing activities		5,948,705			613,342

Effect of foreign currency translation		161,691			(187,789	)

Net change in cash		(973,145	)		1,665,304
Cash at beginning of period		3,721,828			1,053,531
Cash at end of period	$	2,748,683		$	2,718,835

Non-Cash Financing Activities:
Common stock issued for preferred shares retired	$	69,615		$	—
Common stock issued for convertible debt conversion	$	120,515		$	898,750
Reduction of debt for valuation of warrants issued	$	—		$	20,000
Common stock retired	$	151,675		$	—

	2019			2018
Cash Flows From Operating Activities:	$	(303,863	)	$	(931,139	)
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		—			357,225
Issuance of stock for cashless warrants		—			154,502
Loss on Adjustment of debt		—			81,413
Changes in operating assets and liabilities:
Deferred revenue		—			5,000
Accounts payable – related party		52,150			—
Accounts payable and accrued expenses		26,023			64,044
Net cash used in operating activities		(225,690	)		(268,955	)
Cash Flows From Financing Activities:
Debt issued to JV for funds					25,000
Proceeds from JV termination		25,000			—
Proceeds from issuance of convertible debt		186,749			297,000
Net cash provided by financing activities		211,749			322,000
Net change in cash		(13,941	)		53,045
Cash at beginning of period		17,978			67,353
Cash at end of period	$	4,037		$	120,398
Non-Cash Financing Activities:
Common stock issued for accrued interest	$	—		$	132,863
Common stock issued for convertible debt conversion	$	219,055		$	646,469
Reduction of debt for valuation of warrants issued				$	20,000

The accompanying notes are an integral part of the unaudited consolidated financial statements.

The accompanying notes are an integral part of the unaudited financial statements.

LIBERATED SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(~~UNAUDITED~~Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION

Liberated Solutions, Inc ~~(formally The Go Eco Group and Liberated Energy), Inc~~. (the “Company”), ~~formerly~~was ~~known~~incorporated asin ~~Mega~~Nevada ~~World Food~~on ~~Holdings~~September ~~Company~~14, is2010 aunder ~~Nevada~~the ~~corporation~~name Mega ~~formed~~World onFood ~~September~~Holdings ~~14, 2010~~Company.

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, ~~a privately held corporation formed under the laws of the State of Delaware on July 1, 2010,~~ acquired 24,500,000 non-registered shares ~~of the~~(representing ~~Company~~98% ~~from its shareholders, thereby owning 24,500,000 out~~ of athe ~~total of 25,000,000 issued and~~ outstanding shares) of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it ~~acquired~~had ~~from the Company’s shareholders~~acquired. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and ~~underwent~~effected a 24 -for -1 stock split, ~~whereby~~pursuant to which the Company’s outstanding shares increased from 3,000,000 to 72,000,000.

On January 19, 2013, the Company disposed of its wholly- owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on ~~June~~September 24, 2010 ~~and was in the business of selling frozen vegetables in all areas of the world except China~~. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company’s financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as “discontinued operations.”

~~Effective~~On ~~January~~February 194, ~~2013~~2015, the Company’s ~~business~~increased isits ~~the~~authorized ~~sale~~preferred ofshares ~~alternative~~from ~~energy~~10,000,000 ~~products~~to 100,000,000 and ~~services~~authorized common shares from 250,000,000 to 900,000,000.

On ~~February~~July 46, ~~2015~~2016, the Company ~~increased~~effected ~~their~~a ~~number~~1-for-3,500 ofreverse ~~authorized~~split ~~preferred~~of ~~shares~~the ~~from~~Company’s ~~10,000,000 to 100,000,000 and authorized~~ common ~~shares from 250,000,000 to 900,000,000~~stock.

On ~~July~~September 614, 2016, the Company ~~adopted~~entered into an agreement with Ron Knori, owner of EcoCab Portland, LLC (“EcoCab”), pursuant to which the Company would acquire all outstanding EcoCab membership interest for a 120% non-~~for-3,500~~dilutive interest ~~reverse~~of ~~split~~the outstanding shares of the Company’s ~~common~~with ~~stock~~the first closing of the agreement. As of September 30, 2019, the transaction had not closed, and there can be no assurance that the transaction will ever close. The Company is contemplating rescinding the agreement and initiating suit against Mr. Knori.

On ~~September~~January 1427, ~~2016~~2017, the Company ~~entered~~decreased ~~into~~its anauthorized ~~agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding~~ shares of ~~the~~common ~~Company with~~stock ~~the~~from ~~first~~10,000,000,000 ~~closing~~to ~~of the agreement. The foregoing agreement was amended on October 11~~2,000,000,000 ~~2016~~ and changed ~~the~~its ~~Company~~name ~~also~~from ~~entered into~~Liberated anEnergy, ~~Addendum~~Inc to ~~the amended agreement.~~ The ~~foregoing~~Go ~~agreement~~Eco and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against KnoriGroup.

On ~~January~~March 276, 2017, the Company ~~reduced~~terminated the ~~authorized~~agreements ~~shares~~with Mr. Knori and EcoCab based upon breach of ~~common~~contract, ~~stock~~fraud, ~~from~~fraudulent inducement, 10fraud in the factum,~~000~~ negligent misrepresentation,~~000~~ misrepresentation,~~000~~ tocontractual 2interference,~~000~~ breach of fiduciary duty,~~000~~ negligence,~~000~~ and ~~changed~~conversion, all of which the ~~name~~ ~~from~~Company ~~Liberated~~alleges ~~Energy,~~were ~~Inc~~perpetrated toby ~~The~~Mr. GoKnori ~~Eco~~individually ~~Group~~and in his capacity as manager of EcoCab.

On ~~March~~December 626, ~~2017~~2018, the Company ~~terminated~~increased ~~the~~its ~~agreements~~authorized ~~with~~shares ~~Ron Knori and EcoCab based upon breach~~ of ~~contract,~~common ~~fraud,~~stock ~~fraudulent inducement,~~to ~~fraud in the factum~~6, ~~negligent misrepresentation~~000, ~~misrepresentation~~000,000 ~~contractual~~from ~~interference~~2, ~~breach of fiduciary duty~~000, ~~negligence~~000, ~~and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab~~000.

On ~~December~~August 3122, ~~2017~~2019, the Company entered into an Exchange Agreement with Clifford Rhee, a ~~joint~~shareholder ~~venture~~of ~~agreement~~Ngen toTechnologies USA ~~sell~~Corp, ~~products~~(“Ngen”), ~~produced~~Edward byCarter, ~~the~~a ~~Company~~shareholder of Ngen, Peter Zimeri, a shareholder of Ngen (collectively with Messrs. ~~The~~Rhee and Carter, the “Shareholders”), and Brian Conway, the former CEO of the Company, ~~will hold~~pursuant ato ~~65%~~which the ~~common~~parties ~~membership~~agreed ~~interest~~that ~~for~~Ngen ~~$100~~would inbecome ~~consideration.~~a ~~The~~wholly ~~joint~~owned ~~venture~~subsidiary ~~was~~of ~~terminated~~the Company.

The closing of the transactions required that the Company redeem from Mr. Conway 250,000 shares of Series X preferred stock, in return for $25,000 cash payment to Mr. Conway, to be paid immediately following the contribution of such amount to the Company by Ngen and (ii) the issuance to Mr. Conway of a number of shares of Company common stock constituting 2% of the issued and outstanding shares of Company common stock as of the date of the closing.

OnThe ~~December~~Company ~~26,~~acquired ~~2018~~from the ~~Company~~Shareholders ~~filed~~all anof ~~amendment with~~ the ~~Secretary~~common stock of ~~State~~Ngen ofin ~~Nevada~~exchange ~~increasing~~for the ~~authorized~~issuance ~~shares~~ to ~~6,000,000,000 from~~the 2Shareholders of 250,000~~,000,000~~ shares of ~~common~~Series ~~stock~~X ~~with~~preferred astock ~~par value~~ of ~~$0.001.~~the ~~The authorized shares of preferred shares remained at 10~~Company,~~000,000 with~~ aapportioned ~~par~~as ~~value of $0.001~~follows:

●	123,750 shares to Mr. Rhee;
●	123,750 shares to Mr. Carter;
●	2,500 shares to Mr. Zimeri.

Ngen was incorporated in Texas on January 19, 2015 as “Ngen Technologies, Inc”. On January 27, 2015, it changed its name to “Ngen Technologies USA Corp”. Its wholly owned subsidiary, Ngen Technologies Korea Ltd (“Ngen Korea”), was formed on July 3, 2015 in Seoul, Korea as a wholly owned subsidiary of Ngen.

As a result of the consummation of the Exchange Agreement, Ngen became our wholly owned subsidiary and the business of Ngen became the business of the Company going forward.

Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine ~~months~~month periods ended ~~June~~ September 30, , 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending ~~September~~December 3031, 2019. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2018 Annual Report filed with the SEC for the fiscal year~~-end~~ ended September 30, 2018.

NOTE 2 -– ~~GOING~~SUMMARY ~~CONCERN~~OF SIGNIFICANT ACCOUNTING POLICIES

AsBasis ~~shown in the accompanying financial statements, the Company has a negative working capital~~ of $791,791 and an accumulated deficit of $4,190,791 as of June 30, 2019. The Company’s ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.Presentation

~~NOTE~~The 3consolidated –financial ~~SUMMARY~~statements OFinclude ~~SIGNIFICANT~~the ~~ACCOUNTING~~accounts ~~POLICIES~~of Ngen and its wholly owned subsidiary, Ngen Korea. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. The accompanying consolidated financial statements and the notes hereto are reported in U.S. Dollars.

Basis of Accounting

The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.

Use of Estimates

The ~~presentation~~preparation of consolidated financial statements in conformity with ~~generally~~GAAP ~~accepted accounting principles in the United States of America~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. Significant estimates include, but are not limited to, the estimated useful lives of property and equipment, patent and trademark, the ultimate collection of accounts receivable and accrued expenses. Actual results could materially differ from those estimates.

Foreign Currency Transaction and Translation

Ngen Korea’s financial position and results of operations are determined using the local currency, Korean Won (“KRW”), as the functional currency. As a result, assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rates prevailing at the balance sheet date. The results of operations are translated from KWR to U.S. Dollars at the weighted average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, U.S. Dollar, are dealt with as a component of accumulated other comprehensive income.

Restatement of Financial Information

The Company has restated the financial information for the three and nine months ended September 30, 2019 and 2018 to reflect the reverse merger of Ngen into the Company and the change of the fiscal year end from September 30 to December 31. Due to the restatement, the financial information is unaudited for the periods ended September 30, 2019 and 2018 along with the years ended December 31, 2018 and 2017.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability is reasonably assured, and delivery has occurred, or services have been rendered. The Company offers N/30 and N/45 days terms with all of its customers. The Company also offers 2% discount for N/10 days payment terms. The Company does not provide for return unless the products are damaged. The Company did not have any material returns historically.

The Company includes shipping and handling costs in cost of sales. Amounts billed for shipping and handling are included with revenues in the statement of operation.

The Company recognizes an allowance for estimated future sales returns in the period revenue is recorded, based on pending returns and historical return data, among other factors. Management did not believe any allowance for sales returns was required at September 30, 2019 and 2018.

Research and Development

Research and development costs related to both future and present products are expensed as incurred. During the three and nine months ended September 30, 2019 and 2018, research and development expenditures totaled $104,755 and $355,481 in 2019 and $181,953 and $497,421 in 2018, respectively.

Cash and Cash Equivalents

~~For~~The ~~the~~Company ~~purpose~~considers ofall ~~the~~deposits ~~statement~~with offinancial ~~cash~~institutions ~~flows, cash~~ and ~~cash equivalents include~~ all ~~cash~~highly ~~balances,~~liquid ~~which~~investments ~~are~~with ~~not~~original ~~subject~~maturities toof ~~withdrawal~~three ~~restrictions~~months or ~~penalties,~~less ~~and~~to ~~highly~~be ~~liquid~~cash ~~investments~~equivalents. ~~and~~There ~~debt~~were ~~instruments~~no ~~with~~cash aequivalents ~~maturity~~at ofSeptember ~~three~~30, ~~months~~2019 orand ~~less from the date of purchase~~2018.

Accounts Receivable

Accounts receivable are carried at original invoice amount less the allowance for doubtful accounts based on a review of all outstanding amounts at year end. Management determines the allowance for doubtful accounts based on a combination of write-off history, aging analysis, and any specific known troubled accounts. Trade receivables are written off when deemed uncollectible.

Inventories

Inventories primarily consist of finished goods and are stated at actual cost which is same as the lower of cost (first-in-first-out) or market. The Company maintains an allowance for potentially excess and obsolete inventories and inventories that are carried at costs that are higher than their estimated net realizable values.

Investments

Ngen provided an investment to a privately held company, Emotek, in April 2017 and received 2,500,000 shares of Emotek common stock, which represented 50% equity of Emotek on a fully nondilutive basis. Emotek is a joint venture between Ngen and Egismos Technologies. Egismos Technologies’ mission is primarily to develop tumor detection scanner which will be handheld and used for home use. The Company applies the equity method for investments in affiliate, which a privately-held company where quoted market prices are not available, in which it has the ability to exercise significant influence over operating and financial policies of the affiliate. Significant influence is generally defined as 20% to 50% ownership in the voting stock of an investee. Under the equity method, the Company initially records the investment at cost and then adjusts the carrying value of the investment to recognize the proportional share of the equity-accounted affiliate’s net income (loss) including changes in capital of the affiliate.

Property and Equipment

Property and equipment consist of leasehold improvements, furniture and fixtures, machinery and equipment are stated at cost. Property and equipment are recorded at cost. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets, generally 5-7 years. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term, including renewal periods that are reasonably assured.

Impairment of Long-lived Assets

In accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment,” the Company reviews for impairment of long-lived assets and certain identifiable intangibles whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company considers the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount.

Fair Value of Financial Instruments

~~Our~~The ~~short-term~~Company records its financial ~~instruments,~~assets ~~including~~and ~~cash,~~liabilities ~~other~~at ~~assets~~fair ~~and~~value, ~~accounts~~which ~~payable~~is ~~and~~defined ~~accrued~~under ~~expenses~~the ~~consist~~applicable ~~primarily~~accounting ofstandards ~~instruments~~as ~~without~~the ~~extended~~exchange ~~maturities,~~price ~~the~~that ~~fair~~would ~~value~~be ofreceived ~~which,~~for ~~based~~an onasset ~~management’s~~or ~~estimates,~~paid ~~reasonably~~to ~~approximate~~transfer a liability (an exit price) in the principal or ~~their~~most ~~book~~advantageous ~~value.~~market ~~The~~for ~~fair~~the ~~value~~asset ofor ~~our~~liability ~~notes~~in ~~and~~an ~~advances~~orderly ~~payable~~transaction isbetween ~~based~~market participants on ~~management~~the ~~estimates~~measure ~~and~~date. The ~~reasonably~~Company ~~approximates their~~uses ~~book~~valuation techniques to measure fair value, ~~based~~maximizing onthe ~~their~~use ~~current~~of ~~maturity~~observable outputs and minimizing the use of unobservable inputs.

8The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

~~Net~~Level ~~Loss~~1 ~~per~~– ~~Common~~Quoted ~~Share~~prices in active markets for identical assets or liabilities.

~~The~~Level ~~Company~~2 ~~computes~~– ~~per~~Inputs ~~share~~other ~~amounts~~than inLevel ~~accordance~~1 ~~with~~that ~~Statement~~are ofobservable, ~~Financial~~either ~~Accounting~~directly ~~Standards~~or ~~(SFAS)~~indirectly, ~~ASC~~such ~~260,~~as ~~Earnings~~quoted ~~per Share~~prices ~~(EPS).~~for ~~ASC~~similar ~~260~~assets or ~~requires~~liabilities; ~~presentation~~quoted ofprices ~~basic~~in ~~and~~markets ~~diluted~~that ~~EPS.~~are ~~Basic~~not ~~EPS~~active; isor ~~computed~~other byinputs ~~dividing~~that ~~the~~are ~~income~~observable ~~(loss)~~or ~~available to~~can ~~common~~be ~~shareholders~~corroborated by ~~the~~observable market ~~weighted-average~~data ~~number of common shares outstanding~~ for ~~the~~substantially ~~period. Diluted EPS is based on~~ the ~~weighted-average~~ ~~number~~full ofterm ~~shares~~ of ~~common~~the ~~stock~~assets ~~and~~or ~~common stock equivalents outstanding during the periods~~liabilities.

~~Stock-Based~~Level ~~Compensation~~3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

~~The~~As ~~Company~~of ~~accounts~~September ~~for~~30, ~~its~~2019 ~~stock~~and ~~based~~2018, ~~awards~~the inCompany ~~accordance~~believes ~~with~~that ~~Accounting~~the ~~Standards~~carrying ~~Codification~~value ~~subtopic~~of ~~718-10~~cash, ~~Compensation (“ASC~~account ~~718-10”)~~receivables, ~~which~~accounts ~~requires~~payable, aaccrued expenses, ~~fair value measurement~~ and ~~recognition~~other ofcurrent ~~compensation~~assets ~~expense for all share-based payment awards made to our employees~~ and ~~directors,~~liabilities ~~including~~approximate ~~restricted stock awards. We estimate the~~ fair value ofdue ~~stock~~to ~~using~~ the ~~stock~~short ~~price~~maturity ~~on date~~ of ~~the~~theses ~~approval~~financial ~~of the award~~instruments. The ~~fair~~consolidated ~~value~~financial isstatements ~~then~~do ~~expensed~~not ~~over~~include ~~the~~any ~~requisite~~financial ~~service~~instruments ~~periods of the awards, which is generally the date~~ at ~~which~~fair ~~the~~value ~~counterparty’s~~on ~~performance~~a isrecurring ~~complete~~or ~~and~~non-recurring ~~the related amount recognized in our statements of operations~~basis.

~~Revenue~~The ~~and~~Company ~~Cost~~also ~~Recognition~~has financial instruments classified within the fair value hierarchy, which consists of the following:

~~The~~● Investments ~~Company~~in ~~did~~privately-held ~~not~~companies, ~~generate~~where ~~revenue~~quoted ~~during~~market ~~the~~prices ~~three~~are ~~and~~not ~~nine~~available, ~~months~~accounted ~~periods~~for ~~ended~~as ~~June~~available-for-sale 30securities, ~~2019 and 2018 periods. It is the Company’s~~classified ~~policy~~as ~~that~~Level revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) ~~the~~within ~~selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding~~ the ~~fixed~~fair ~~nature~~value ~~of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers~~hierarchy, ~~estimated returns~~ and ~~allowances, and other adjustments~~ are ~~provided for in the same period the related sales are~~ recorded. ~~The~~as ~~Company~~an ~~will~~asset ~~defer~~on ~~any revenue for which~~ the ~~product~~consolidated ~~was~~balance ~~not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required~~sheet.

Income Taxes

The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between ~~taxable~~ taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs ~~and~~ and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company’s results of of operations or financial condition.

~~NOTE~~Segment ~~4 – FAIR VALUE MEASUREMENTS~~Reporting

AsFASB ~~defined in (Financial Accounting Standards Board~~ ASC ~~820)~~280, ~~fair~~Segment ~~value~~Reporting, isrequires ~~the~~public ~~price~~companies ~~that~~to ~~would~~report befinancial ~~received~~and todescriptive ~~sell~~information anabout ~~asset~~their orreportable operating ~~paid~~segments. toOperating ~~transfer~~segments aare ~~liability~~defined inas ancomponents ~~orderly~~of ~~transaction~~an ~~between~~enterprise ~~market~~about ~~participants~~which atseparate ~~the~~financial ~~measurement~~information ~~date~~is ~~(exit price). The Company~~available ~~utilized~~and ~~the market data of similar entities in its industry or assumptions~~ that ~~market~~is ~~participants~~evaluated ~~would~~regularly ~~use~~by ~~in pricing~~ the ~~asset~~ orchief ~~liability,~~operating ~~including~~decision ~~assumptions~~maker ~~about risk and the risks inherent~~ in ~~the~~deciding ~~inputs~~how to ~~the~~allocate ~~valuation~~resources ~~technique.~~and ~~These~~in ~~inputs can~~assessing ~~be readily observable, market corroborated, or generally unobservable~~performance. The Company’s ~~classifies~~chief ~~fair~~executive ~~value~~officer ~~balances~~has ~~based~~been ~~on the~~identified ~~observability~~as ~~of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes~~ the ~~inputs~~chief ~~used~~decision ~~to measure fair value~~maker. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

~~The~~As ~~Company’s~~part ~~financial instruments consist~~ of ~~cash~~the ~~and~~revenue ~~cash~~recognition ~~equivalents~~reporting, ~~accounts~~the ~~payable~~Company ~~and~~reports ~~accrued~~revenue ~~expenses~~by ~~and~~geographic ~~shareholder loans~~area. The ~~carrying~~Company ~~amount~~sells ofits products ~~these~~on ~~financial~~a ~~instruments~~worldwide ~~approximates~~basis. ~~fair~~During ~~value~~the ~~due~~nine ~~either~~month toperiods ~~length~~ended ofSeptember ~~maturity~~30, or2019 ~~interest rates~~and ~~that~~2018, ~~approximate~~the ~~prevailing~~Company’s revenue ~~market~~resulted ~~rates unless otherwise disclosed~~ in ~~these~~the ~~financial~~following ~~statements.~~amounts geographically:

	Percent			Amount		Percent			Amount
Area	2019			2019		2018			2018
Korea		15	%	$	21,501,167		100	%	$	15,014,672
North America		85	%	$	122,837,100		—			—
Total		100	%	$	144,338,267		100	%	$	15,014,672

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

NOTE 5- EQUITY

Common

During the nine months ended June 30, 2018, the Company issued 313,880,676 shares of common stock with a value of $779,333 for convertible debt and accrued interest.

During the nine months ended June 30, 2018, the Company issued 34,920,000 shares of common stock with a value of $357,225 for services.

During the nine months ended June 30, 2018 the Company issued 34,967,557 shares of common stock with a value of $154,502 for the conversion of cashless warrants.

During the nine months ended June 30, 2019 the Company issued 2,849,757,719 shares of common stock with a value of $219,055 for convertible debt and accrued interest.

Preferred

On February 2, 2015, the Company issued 10,000,000 shares of Series A Preferred Stock to an officer and director of the Company. Each share of series A preferred has 10,000 votes for all shareholder matters compared to 1 vote for each share of common stock.

On August 15, 2017 the Company’s Board of Directors adopted a resolution authorizing 10,000,000 shares of Series B, no-par value, preferred stock. The Company has not amended its articles of incorporation to reflect this resolution and none of the Series B preferred shares have been issued.

NOTE 6– CONVERTIBLE DEBT

LG Capital Funding

On July 13, 2015, the Company issued a Convertible Note to LG CAPITAL FUNDING, LLC (“LG Capital”), to replace the $41,400 convertible note issued to Eastmore Capital The note matures on July 13, 2016. The note is convertible by the holder at a discount of 55% of the lowest trading price of the Company’s stock for the 15 days prior to the conversion

OnConcentration ~~August 11, 2015, LG Capital’s lawsuit claims the Company issued a Convertible Note to LG CAPITAL FUNDING, LLC (“LG Capital”) for a principle amount~~ of ~~$27,500~~Credit with an interest rate of 8% per annum. The note matures on August 11, 2016. The note is convertible by the holder at a discount of 55% of the lowest trading price of the Company’s stock for the 15 days prior to the conversion. Per the Company the note was not funded but the Company has accrued the note and interest, totaling $31,843.Risk

OnFinancial ~~September~~instruments 8,that ~~2015,~~potentially subject the Company ~~issued~~to aconcentrations ~~Convertible~~of ~~Note~~credit torisk LGare ~~CAPITAL~~accounts ~~FUNDING,~~receivable ~~LLC~~and ~~(“LG~~other ~~Capital”)~~receivables arising ~~for~~from aits ~~principle amount~~normal ofbusiness ~~$27,000~~activities. ~~with~~The anCompany ~~interest~~has ~~rate~~a ofdiversified 8%customer ~~per annum~~base. The ~~note~~Company ~~matures~~controls oncredit ~~September~~risk 8related to accounts receivable through credit approvals, ~~2016~~credit limits and monitoring procedures. The ~~note~~Company isroutinely ~~convertible~~assesses by the financial ~~holder~~strength atof aits ~~discount~~customers ofand, ~~55%~~based ofupon factors surrounding the ~~lowest~~credit ~~trading~~risk, ~~price~~establishes ofan ~~the~~allowance, ~~Company’s~~if ~~stock~~required, for ~~the~~uncollectable accounts 15and, ~~days~~as ~~prior~~a toconsequence, ~~the~~believes ~~conversion~~that its accounts receivable related credit risk exposure beyond such allowance is limited.

OnNOTE ~~March~~3- 14, 2016, the Company issued a Convertible Note to LG Capital Funding, LP for a principle amount of $18,000 with an interest rate of 12% per annum. The note matures on March 14, 2017. The note is convertible by the holder at a discount of 45% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.EQUITY

OnCommon May 26, 2016, the Company issued a Convertible Note to LG Capital Funding, LP for a principle amount of $17,000 with an interest rate of 12% per annum. The note matures on March 14, 2017. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion. Net proceeds to the Company are $15,000 after deduction of legal fees of $2,000. As of September 30, 2018, the outstanding balance of the note was $17,000 in principal plus interest of $428 for a total of $17,428.Stock

OnDuring ~~September~~the ~~15,~~nine ~~2017,~~months LGended ~~Capital~~September 30, ~~LLC~~2018, ~~filed a lawsuit against~~ the Company. ~~The~~issued ~~filing~~543,089,675 ~~alleges~~shares ~~that~~of ~~the~~common ~~Company~~stock ~~has defaulted on several unpaid loans from LG Capital to the Company~~ with ~~the~~a ~~total~~value ~~claim against the Company~~ of $~~297~~898,~~160~~750 ~~The~~for ~~Company negotiated~~convertible ~~in good faith with LG Capital to settle the~~ debt ~~but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company’s outstanding liability to LG Capital has been fully recognized~~ and ~~accounted~~accrued ~~for in the financial statements of the Company~~interest. ~~(See Note 7 – Litigation)~~

~~Carebourn~~During ~~Capital~~the nine months ended September 30, 2018, the Company issued 34,220,000 shares of common stock with a value of $352,604 for services.

OnDuring the nine months ended September 730, ~~2016~~2018, the Company issued ~~a Convertible Note to Carebourn Capital~~34, ~~LP for a principal amount of $197~~967,~~363,70~~557 ~~less~~shares ~~legal fees~~ of ~~$8,000~~common stock with ~~an interest rate of 12% per annum. The note was scheduled to mature on September 7, 2017 but was extended in 2018 at~~ a ~~principal~~value ~~amount~~ of $~~172~~40,~~671. The note is convertible by the holder at a discount of 50% of the average of the lowest~~074 ~~three trading prices of the Company’s stock~~ for the 20conversion ~~days~~of ~~prior~~cashless ~~to the conversion~~warrants.

OnDuring ~~October 3, 2016,~~ the ~~Company~~nine ~~issued~~months aended ~~Convertible~~September ~~Note to Carebourn Capital, LP for a principal amount of $237,475 less an original discount of $~~30,~~975~~ ~~plus transaction fees of $6~~2019,~~500~~ ~~for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note was scheduled to mature on October 3, 2017. The note is convertible by~~ the ~~holder at a discount of 45% of the average of the lowest three trading prices of the~~ Company’s ~~stock~~issued ~~for the 20 days prior to the conversion. On September 15~~2, ~~2016 $85~~047,~~000 was returned to Carebourn reducing the principal balance to $115~~694,~~114~~285 asshares of ~~that~~common ~~date,~~stock ~~however,~~with ~~the note was extended on April 17, 2018 at~~ a ~~principal~~value ~~amount~~ of $~~230~~120,~~790.~~515 for Anconvertible ~~additional~~debt ~~10%~~and ~~discount~~accrued ~~applies if the common stock is only eligible for X clearing deposit~~interest.

OnDuring ~~December 13, 2016,~~ the ~~Company~~nine ~~issued~~months aended ~~Convertible~~September ~~Note to Carebourn Capital~~30, ~~LP for a principal amount of $98~~2019,~~325~~ ~~less~~the anCompany ~~original discount~~retired ~~of $12~~151,~~825 for a net advanced of $80~~674,~~000.~~800 ~~The~~shares ~~note bears an interest rate~~ of ~~12%~~common ~~per~~stock ~~annum. The note matured on December 13, 2018. The note is convertible by the holder~~ at apar ~~discount~~valued ~~of 45% of the average of the lowest three trading prices of the Company’s stock for the 15 days prior to the conversion. The note was extended on April 17, 2018~~ at ~~a principal amount of~~ $~~116~~151,~~888~~675. ~~Additional discounts of up to 15% apply if the common stock is not deliverable via DWAC and if only eligible for X clearing deposit.~~

~~Due~~On toSeptember ~~the~~16, ~~default~~2019, ~~status of~~ the ~~Carebourn~~Company ~~Capital~~issued ~~notes payable~~69,614,937 ~~interest~~shares ~~was~~of ~~accrued~~common atstock an(representing ~~annual~~2% ~~interest rate~~ of ~~22%.~~the ~~The~~outstanding ~~total~~shares) ~~principal~~to ~~balance~~a ~~owed~~former onofficer ~~the~~and ~~notes~~director atas ~~June~~part ~~30,~~of ~~2019~~the isExchange ~~$121,802 plus accrued interest of $40,590~~Agreement.

Preferred Stock

On February 2, 2015, the Company issued 10,000,000 shares of Series A preferred stock to an officer and director of the Company. Each share of Series A preferred stock has 10,000 votes for all shareholder matters compared to 1 vote for each share of common stock.

On August 15, 2017, the Company’s Board of Directors adopted a resolution authorizing 10,000,000 shares of Series B, no-par value, preferred stock. The Company has not amended its articles of incorporation to reflect this resolution and none of the Series B preferred shares have been issued.

On September 16, 2019, the Company transferred 250,000 shares of Series X preferred stock to three shareholders in exchange for $25,000 paid by the three shareholders to the former officer and the issuance of 2% of the outstanding common shares to a former officer and director by the Company.

NOTE 4- WARRANTS

The Company has assumed the following warrant agreements with Carebourn, L.P., Carebourn, LLC, and More Capital, LLC:

Warrant Agreement dated June 28, 2019 with Carebourn, LLC, pursuant to which Ngen granted to Carebourn, LLC the right to purchase 306,346,979 shares of its common stock at a price of $0.0002 per share, subject to adjustment. The warrant was issued in connection with a Note Purchase Agreement dated as of June 28, 2019. Upon assumption of this warrant by Ngen, the terms of the warrant were amended so that the number of shares of Ngen common stock which may be acquired pursuant to the warrant are 900,000 at a price of $0.0681 per share.

Warrant Agreement dated July 8, 2019 with Carebourn, L.P., pursuant to which Ngen granted to Carebourn, L.P. the right to purchase 248,141,053 shares of its common stock at a price of $0.0002 per share, subject to adjustment. The warrant was issued in connection with a Note Purchase Agreement dated as of July 8, 2019 .Upon assumption of this warrant by Ngen, the terms of the warrant were amended so that the number of shares of Ngen common stock which may be acquired pursuant to the warrant are 729,000 at a price of $0.0681 per share.

Warrant Agreement dated July 24, 2019 with More Capital, LLC pursuant to which Ngen granted to More Capital, LLC the right to purchase 58,205,926 shares of its common stock at a price of $0.0002 per share, subject to adjustment. The warrant was issued in connection with a Note Purchase Agreement dated as of July 5, 2019. Upon assumption of this warrant by Ngen, the terms of the warrant were amended so that the number of shares of Ngen common stock which may be acquired pursuant to the warrant are 171,000 at a price of $0.0681 per share.

On August 13, 2019, Ngen entered into a Warrant Agreement with Carebourn, L.P., pursuant to which Ngen granted to Carebourn, L.P. the right to purchase 900,000 shares of its common stock at a price of $0.0681 per share, subject to adjustment. The warrant was issued in connection with a Note Purchase Agreement dated as of July 29, 2019.

NOTE 5– CONVERTIBLE DEBT

LG Capital Funding

On July 13, 2015, the Company issued a Convertible Note to LG Capital Funding, LLC (“LG Capital”), to replace the $41,400 convertible note issued to Eastmore Capital. The note matured on July 13, 2016. The note is convertible by the holder at a discount of 55% of the lowest trading price of the Company’s common stock for the 15 days prior to the conversion.

On August 11, 2015, the Company issued a Convertible Note to LG Capital for the principal amount of $27,500 with an interest rate of 8% per annum. The note matured on August 11, 2016. The note is convertible by the holder at a discount of 55% of the lowest trading price of the Company’s common stock for the 15 days prior to the conversion. Per the Company, the note was not funded but the Company has accrued the note and interest, totaling $31,843. LG Capital has filed a lawsuit against the Company in connection with this note and other outstanding notes. See Note 7, Litigation.

On September 8, 2015, the Company issued a Convertible Note to LG Capital for the principal amount of $27,000 with an interest rate of 8% per annum. The note matured on September 8, 2016. The note is convertible by the holder at a discount of 55% of the lowest trading price of the Company’s common stock for the 15 days prior to the conversion.

On March 14, 2016, the Company issued a Convertible Note to LG Capital for the principal amount of $18,000 with an interest rate of 12% per annum. The note matured on March 14, 2017. The note is convertible by the holder at a discount of 45% of the lowest trading price of the Company’s common stock for the 20 days prior to the conversion.

On May 26, 2016, the Company issued a Convertible Note to LG Capital for the principal amount of $17,000 with an interest rate of 12% per annum. The note matured on March 14, 2017. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s common stock for the 20 days prior to the conversion. Net proceeds to the Company are $15,000 after deduction of legal fees of $2,000.

On September 15, 2017, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $297,160. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company management that the Company’s outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company. (See Note 7 – Litigation)

Carebourn Capital

On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principal amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note was scheduled to mature on September 7, 2017 but was extended in 2018 at a principal amount of $172,671. The note is convertible by the holder at a discount of 50% of the average of the lowest three trading prices of the Company’s common stock for the 20 days prior to the conversion.

On October 3, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principal amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note was scheduled to mature on October 3, 2017. The note is convertible by the holder at a discount of 45% of the average of the lowest three trading prices of the Company’s common stock for the 20 days prior to the conversion. On September 15, 2016, $85,000 was returned to Carebourn, reducing the principal balance to $115,114 as of that date, however, the note was extended on April 17, 2018 at a principal amount of $230,790. An additional 10% discount applies if the common stock is only eligible for X clearing deposit.

On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principal amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears an interest rate of 12% per annum. The note matured on December 13, 2018. The note is convertible by the holder at a discount of 45% of the average of the lowest three trading prices of the Company’s common stock for the 15 days prior to the conversion. The note was extended on April 17, 2018 at a principal amount of $116,888. Additional discounts of up to 15% apply if the common stock is not deliverable via DWAC and if only eligible for X clearing deposit.

Due to the default status of the Carebourn Capital notes payable, interest was accrued at an annual interest rate of 22%. The total principal balance owed on the notes at September 30, 2019 is $304,935 plus accrued interest of $13,623.

Power Up Lending

On January 4, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $35,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note ~~matures~~matured on October 15, 2018. The note is convertible by the holder at a discount of 50% of the average of the lowest three trading prices of the Company’s ~~stock~~common stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

On February 15, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note ~~matures~~matured on November 30, 2018. The note is ~~convertible~~ convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s common stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

On March 9, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $53,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 30, 2018. The note is convertible by the holder at a discount of 42% of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

On March 22, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 30, 2018. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

On May 14, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $53,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on February 28, 2019. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

On November 19, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $25,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on August 30, 2019. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

As of June 30, 2019, the Company owed Power Up lending $17,720 in principal and $10,812 of accrued interest.

Crown Bridge Partners

On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $40,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on August 21, 2018. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion.

On January 5, 2018 the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on January 5, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion.

On February 16, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on February 16, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion.

On ~~April~~March 29, 2018, the Company issued a Convertible Note to ~~Crown~~Power ~~Bridge~~Up ~~Partners~~Lending Group Ltd for a principal amount of $4053,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note ~~matures~~matured on ~~April~~December 230, ~~2019~~2018. The note is convertible by the holder at a discount of 4542% of the lowest ~~one~~three trading ~~price~~prices of the Company’s common stock for the 2010 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

~~The~~On ~~above~~March ~~notes~~22, ~~are~~2018, ~~subject~~the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $38,000 with an interest ~~additional~~rate ~~discounts~~of as8% ~~follows:~~per (annum with a) 10default interest rate of 22%. ~~discount~~The ifnote ~~the~~matured ~~conversion~~on ~~price~~December is30, ~~equal~~2018. toThe ornote ~~less~~is ~~than~~convertible ~~$0.025~~by ~~per~~the ~~share~~holder ~~(b)~~at ~~10%~~a discount ifof 42% of the ~~shares~~average ~~are~~of ~~not~~the ~~deliverable~~lowest ~~via~~three ~~DWAC~~trading ~~(c)~~prices of the Company’s common stock for the 10% ~~discount~~days ifprior to the conversion. ~~price~~The note is ~~equal~~ convertible to orcommon ~~less~~stock ~~than~~180 $0days following the date of the note.~~01.~~

AsOn ofMay ~~June 30~~14, ~~2019~~2018, the Company ~~owed~~issued ~~Crown~~a ~~Bridge~~Convertible ~~Partners~~Note ~~$47,016~~to inPower Up Lending Group Ltd for a principal ~~and~~amount ~~approximately~~of $1153,~~758~~000 inwith ~~accrued~~an interest rate of 8% per annum with a default interest rate of 22%. The note matured on February 28, 2019. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s common stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

On November 19, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $25,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matured on August 30, 2019. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s common stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note.

As of September 30, 2019, the Company owed Power Up lending $7,820 in principal and $11,167 of accrued interest.

Crown Bridge Partners

On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners (“Crown Bridge”) for a principal amount of $40,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matured on August 21, 2018. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s common stock for the 20 days prior to the conversion.

On January 5, 2018 the Company issued a Convertible Note to Crown Bridge for a principal amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matured on January 5, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s common stock for the 20 days prior to the conversion.

On February 16, 2018, the Company issued a Convertible Note to Crown Bridge for a principal amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matured on February 16, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s common stock for the 20 days prior to the conversion.

On April 2, 2018, the Company issued a Convertible Note to Crown Bridge for a principal amount of $40,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matured on April 2, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s common stock for the 20 days prior to the conversion.

The above Crown Bridge notes are subject to an additional discounts as follows: (a) 10% discount if the conversion price is equal to or less than $0.025 per share (b) 10% discount if the shares are not deliverable via DWAC (c) 10% discount if the conversion price is equal to or less than $0.01.

As of September 30, 2019, the Company owed Crown Bridge $47,026 in principal and approximately $17,636 in accrued interest.

More Capital

On January 15, 2018, the Company issued a Convertible Note to More Capital, LLC (“More”) for a principal amount of $18,975 with an interest rate of 10% per annum. The note ~~matures~~matured on July 15, 2018. The note is convertible by the holder at a discount of 50% of the average of lowest three trading price of the Company’s common stock for the 20 days prior to the conversion.

On February 6, 2019, the Company issued a Convertible Note to More ~~Capital, LLC~~ for a principal amount of $97,750, net to the Company of $75,000, with an interest rate of 10% per annum with a penalty interest rate of 22%. The note ~~matures~~matured on August 9, 2019. The ~~note~~ note is convertible by the holder at a discount of 50% of the average of lowest three trading price of the Company’s ~~stock~~common stock for the 20 days prior to the conversion.

As of ~~June~~September 30, 2019, the Company owed More ~~Capital~~ principal of $98,825 plus interest of $68,~~252~~722.

Redstart Holdings Corp.

On December 20,2018, the Company issued a Convertible Note to Redstart Holdings Corp. (“Redstart”) for a principal amount of $14,000 with an interest rate of 8% per annum with a default rate of 22%. The note matures on October 30, 2019. The note is convertible by the holder at a discount of 48% of the average of lowest three trading price of the Company’s common stock for the 10 days prior to the conversion.

On April 1, 2019, the Company issued a Convertible Note to Redstart Holdings Corp for a principal amount of $50,000 with an interest rate of 8% per annum with a default rate of 22%. The note matures on January 30, 2020. The note is convertible by the holder at a discount of 42% of the lowest one day trading price of the Company’s stock for the 10 days prior to the conversion.

As of June 30, 2018, the Company owes the note holder $64,000 plus interest of $1,232.

Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value.

Note 7 - LITIGATION

On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company in the County of Kings, in the Supreme Court of the State of New York (index number 516298/2016). The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total owing and due including principal and interest of $297,160. The Company has not counter claimed but believes that LG Capital unlawfully attempted to convert some of the loans to common stock of the Company has filed an injunction against the Company transfer agent to block LG Capital from such a conversion. In addition, the Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim made by LG Capital, is the opinion of management that the outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company. (See Note 7-Convertible Notes).

On ~~August~~April 281, ~~2018~~2019, the ~~Trustee~~Company ~~for~~issued ~~the~~a ~~bankruptcy~~Convertible ofNote ~~EcoCab~~to ~~Portland,~~Redstart ~~LLC~~for ~~(Case No. 17-31000-tmb7) received~~ a ~~judgment~~principal ~~against~~amount ~~the Company~~of ~~for~~ $~~179~~50,~~496~~000 ~~plus~~with an interest atrate ~~$0.0244%~~of 8% per annum. ~~The~~with ~~judgement~~a ~~was~~default ~~filed~~rate ~~in the US Bankruptcy Court for the District~~ of ~~Oregon~~22%. The ~~Trustee~~note ~~claims~~matures ~~the~~on ~~Company~~January ~~unilaterally~~30, ~~repaid~~2020. ~~its~~The note ~~and~~ is ~~claim~~convertible ~~preference~~ by the ~~Company~~holder ~~over~~at ~~other~~a ~~creditors~~discount of ~~the~~42% ~~same~~of ~~class for~~ the ~~payments.~~lowest ~~The~~one ~~Company~~day ~~agreed~~trading toprice ~~settle~~of the ~~claim~~Company’s ~~with~~common astock ~~one-time~~for ~~payment of $40,000 which is awaiting a decision by~~ the ~~trustee~~10 ~~and~~days ~~confirmation~~prior ofto the ~~bankruptcy court of any settlement~~conversion.

~~NOTE~~As 8–of ~~COMMITMENTS~~September ~~AND~~30, ~~CONTINGENCIES~~2018, the Company owes Redstart $64,000 plus interest of $2,184.

On ~~March~~September 116, 2019 ~~the Company signed a stock purchase agreement with CigaWatt~~, ~~a Nevada corporation in which~~ the ~~company~~following ~~will~~notes ~~purchase from~~were ~~certain~~assigned ~~shareholders of CigaWatt 100% of the shares of CigaWatt. with a value of $200,000. The closing per this agreement shall be on or before May 15, 2019 and is subject~~ to ~~certain covenants and conditions including~~ the ~~completion~~Company ofas anpart ~~audit~~ of ~~CigaWatt~~ ~~prior to closing. As of June 30, 2019~~ the ~~agreement~~reverse ~~had~~merger ~~not closed.~~with Ngen:

~~NOTE 9~~1. –The ~~INCOME~~Securities ~~TAX~~Purchase Agreement by and between Greenfield and CareBourn Capital, L.P., dated as of July 20, 2015, as assigned from Greenfield to Ngen by the Original Agreement and the Convertible Promissory Note in the initial principal amount of $15,500, payable to CareBourn, L.P.

2. The ~~Company~~ ~~follows~~Securities ~~Accounting~~Purchase ~~Standards~~Agreement ~~Codification~~by ~~740~~and between Greenfield and CareBourn, ~~Accounting~~L.P. ~~for~~dated ~~Income~~as ~~Taxes~~of February 9, 2015, as assigned from Greenfield to Ngen by the Original Agreement and the Convertible Promissory Note in the initial principal amount of $73,000, payable to CareBourn, L.P.

3. The ~~Company~~ ~~had~~Securities aPurchase ~~net~~Agreement ~~loss~~by ofand ~~$303,863~~between ~~for~~Greenfield ~~the~~and ~~nine~~CareBourn, ~~months~~L.P. ~~ended~~dated ~~June~~as ~~30,~~of ~~2019~~March ~~and~~4, ~~$931~~2016,~~139~~ ~~for~~as ~~the~~assigned ~~same~~from ~~period~~Greenfield into ~~2018.~~Ngen Asby ofthe ~~June 30,~~Original ~~2019,~~Agreement and the ~~Company’s~~Convertible ~~net~~Promissory ~~operating~~Note ~~loss~~in ~~carry~~the ~~forward~~initial ~~was~~principal ~~approximately~~amount of $133,~~367~~000,~~343~~ ~~that~~payable ~~will begin~~ to ~~expire~~CareBourn, ~~in the year 2036~~L.P.

4. The ~~Company’s~~ ~~deferred~~Securities ~~tax~~Purchase ~~assets~~Agreement ~~consisted~~by ofand ~~the~~between ~~following~~Greenfield and CareBourn, L.P. dated as of ~~June~~December 3019, ~~2019~~2017, ~~and~~as ~~2018:~~assigned from Greenfield to Ngen by the Original Agreement the Convertible Promissory Note in the initial principal amount of $552,000, payable to CareBourn, L.P.

	2019			2018
Total deferred tax asset		287,142			223,970
Less: Valuation allowance		(287,142	)		(223,970	)
Net deferred tax asset	$	-		$	-

The Convertible Promissory Note in the initial principal amount of $16,500, dated as of May 5, 2015 originally payable to Cresthill Associates, LLC by Greenfield, which has since been assigned to CareBourn, L.P., as assigned from Greenfield to Ngen by the Original Agreement. The Convertible Promissory Note in the initial principal amount of $7,500, dated as of August 5, 2015, originally payable to Cresthill by Greenfield, which has since been assigned to CareBourn, L.P., as assigned from Greenfield to Ngen by the Original Agreement and the Convertible Promissory Note in the initial principal amount of $7,500, dated as of November 16, 2015, originally payable to Cresthill by Greenfield, which has since been assigned to CareBourn, L.P

~~In assessing~~6. ~~the~~The ~~recovery~~Note ofPurchase ~~the~~Agreement ~~deferred~~by ~~tax~~and ~~assets,~~between ~~management~~Greenfield ~~considers~~and ~~whether~~CareBourn, itL.P. isdated ~~more~~as ~~likely than not that some portion or all~~ of ~~the~~July ~~deferred~~8, ~~tax~~2019, ~~assets~~as ~~will~~assigned ~~not~~from beGreenfield ~~realized.~~to ~~The~~Ngen ~~ultimate~~by ~~realization~~the ofOriginal ~~deferred~~Agreement ~~tax assets is dependent upon~~ the ~~generation of~~Convertible ~~future~~Promissory ~~taxable~~Note ~~income~~ in the ~~periods~~initial inprincipal ~~which~~amount ~~those~~of ~~temporary~~$922,646, ~~differences~~dated ~~become~~as ~~deductible. Management considers the scheduled reversals~~ of ~~future~~July ~~deferred tax assets~~8, ~~projected~~2019 ~~future~~payable ~~taxable~~to ~~income~~CareBourn, L.P. and ~~tax~~the ~~planning~~Warrant ~~strategies~~dated inas ~~making~~of ~~this~~July ~~assessment. As~~8, ~~a result~~2019, ~~management~~in ~~determined~~favor itof ~~was~~CareBourn, ~~more~~L.P., ~~likely~~to ~~than~~acquire ~~not~~248,141,053 ~~the~~shares ~~deferred~~of ~~tax~~common ~~assets~~stock, ~~would~~par ~~not~~value be$0.001 ~~realized~~per ~~as of June 30, 2019~~share.

~~A reconciliation~~7. The Note Purchase Agreement by and between Greenfield and CareBourn, L.P. dated as of ~~income~~July ~~taxes~~29, at2019, ~~the~~as ~~federal~~assigned ~~statutory~~from ~~rate~~Greenfield to ~~amounts~~Ngen ~~provided~~by ~~for~~the Original Agreement and the ~~nine~~Convertible ~~months~~Promissory ~~ended~~Note ~~June~~in ~~30,~~the ~~2019~~initial ~~and~~principal ~~2018 is~~amount asof ~~follows:~~$1,086,287.50 payable to CareBourn, L.P.

	2019			2018
U.S. federal statutory rate		21	%		21	%
Net operating loss		(21	)%		(21	)%

The Note Purchase Agreement by and between Greenfield and CareBourn, LLC, dated as of June 28, 2019, as assigned from Greenfield to Ngen by the Original Agreement and the Convertible Promissory Note in the initial principal amount of $1,436,128.28, dated payable to CareBourn,LP and the Warrant dated as of June 28, 2019, in favor of CareBourn, LLC, to acquire 306,346,979 shares of Greenfield Common Stock.

Liberated
Tax Loss
	2019			2018
Book income(loss)	$	(303,863	)	$	(931,139	)
Stock based compensation	$	-		$	357,225
Intangibles amortization	$	-		$	-
Total Book Income	$	(303,863	)	$	(573,914	)
Adjustments
option discount				$	-
Meals & entertainment	$	3,046		$	3,046
Taxable Income Loss	$	(300,817	)	$	(570,868	)
Beginning NOL	$	(1,066,526	)	$	(495,658	)
Add current income (Loss)	$	(300,817	)	$	(570,868	)
NOL carry Forward	$	(1,367,343	)	$	(1,066,526	)
Percent		0.21			0.21
Tax NOL	$	(287,142	)	$	(223,970	)

The Convertible Promissory Note in the initial principal amount of $12,500, dated as of September 1, 2014, as assigned from Greenfield to Ngen by the Original Agreement the Convertible Promissory Note in the initial principal amount of $5,100, dated as of February 5, 2014, as assigned from Greenfield to Ngen by the Original Agreement the Convertible Promissory Note in the initial principal amount of $5,000, dated as of February 21, 2014, as assigned from Greenfield to Ngen by the Original Agreement the Convertible Promissory Note in the initial principal amount of $3,000, dated as of December 1, 2014, as assigned from Greenfield to Ngen by the Original Agreement each of which were originally payable by Greenfield to Codes Capital LLC but which has subsequently been sold to More Capital LLC and the Convertible Promissory Note in the initial principal amount of $215,500, dated as of July 5, 2019 payable to More Capital by Greenfield, as assigned from Greenfield to Ngen by the Original Agreement and the Warrant dated as of July 24, 2019, in favor of More Capital to acquire 58,205,926 shares of Greenfield Common Stock.

~~Based on~~10. ~~the~~The ~~recent~~Convertible ~~change~~Promissory Note in ~~corporation tax rates~~ the ~~Company~~initial ~~calculated~~principal ~~the~~amount ~~deferred~~of ~~tax~~$215,000, ~~asset~~dated ~~for~~as ~~the~~of ~~nine~~August ~~months~~13, ~~ended~~2019 ~~June~~payable ~~30, 2019~~to atMore ~~21%~~Capital.

~~NOTE 10-~~11. ~~SUBSEQUENT~~The ~~EVENT~~Note Purchase Agreement by and between Ngen and CareBourn, L.P, dated as of August 15, 2019 and the Convertible Promissory Note in the initial principal amount of $860,000, dated as of August 15, 2019 payable to CareBourn, L.P, issued in connection with the Warrant dated as of August 15, 2019, in favor of CareBourn, L.P, to acquire 720,000 shares of common stock’

~~Management evaluated~~12. ~~subsequent~~The ~~events~~Note ~~through~~Purchase ~~the~~Agreement ~~issuance~~by ~~date~~and ofbetween ~~the~~Ngen ~~financial~~and ~~statements.~~CareBourn, ~~On July 8~~L.P, ~~the~~dated ~~Company~~as ~~filed~~of ~~for~~September a3, ~~reverse split~~2019 ofand ~~its~~the ~~common~~convertible ~~shares~~Promissory atNote ~~one~~in ~~post-split~~the ~~share~~initial ~~for~~principal ~~each~~amount 25of $69,~~000~~875 ~~pre-split~~payable ~~shares~~to ~~outstanding~~CareBourn, L.P.

13.

The Note Purchase Agreement by and between Ngen and CareBourn, L.P, dated as of September 12, 2019 and the Convertible Promissory Note in the initial principal amount of $241,875 payable to CareBourn, L.P.

As of September 30, 2019, the Company owes convertible note holders $6,398,545 in principal and $92,377 in interest for a total of $6,490,922.

NOTE 6- FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

	●	Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

	●	Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

	●	Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

As of September 30, 2019, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments.

The following table represents the change in the fair value of the derivative liabilities during the nine months ended September, 2019:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of December 31, 2018	$	—	$	—	$	(1,182,093	)

Day one measurement of new debt		—		—		—
Change in fair value of the derivative		—		—		(62,555,020	)

Balance at September 30, 2019	$	—	$	—	$	(63,737,112	)

The estimated fair value of the derivative liabilities at September 30, 2019 was calculated using the Black Scholes pricing model with the following assumptions:

Risk-free interest rate	2.00	%
Expected life in years	0.25 to 1.00
Dividend yield	0	%
Expected volatility	462.00	%

NOTE 7- LITIGATION

On September 15, 2015, LG Capital, LLC filed a lawsuit against the Company in the County of Kings, in the Supreme Court of the State of New York (index number 516298/2016). The filing alleges that the Company has defaulted on several unpaid loans from LG Capital, LLC to the Company with the total owing and due including principal and interest of $297,160. The Company has not counter claimed but believes that LG Capital, LLC unlawfully attempted to convert some of the loans to common stock of the Company has filed an injunction against the Company’s transfer agent to block LG Capital, LLC from such a conversion. In addition, the Company negotiated in good faith with LG Capital, LLC to settle the debt but to no avail. After reviewing the claim made by LG Capital, LLC, it is the opinion of management that the outstanding liability to LG Capital, LLC has been fully recognized and accounted for in the financial statements of the Company. (See Note 7-Convertible Notes).

On August 28, 2018, the trustee for the bankruptcy of EcoCab Portland, LLC (Case No. 17-31000-tmb7) received a judgment against the Company for $179,496 plus interest at $0.0244% per annum. The judgement was filed in the US Bankruptcy Court for the District of Oregon. The Trustee claims the Company unilaterally repaid its note and is claim preference by the Company over other creditors of the same class for the payments. The Company agreed to settle the claim with a one-time payment of $40,000 which is awaiting a decision by the trustee and confirmation of the bankruptcy court of any settlement.

NOTE 8- SUBSEQUENT EVENT

On October 7, 2019, the Company filed with the SEC a preliminary information statement on Schedule 14C relating to the approval by the approval of the following actions taken holders of a majority of the voting power of the issued and outstanding capital stock of the Company:

	●	Amendment of the Company’s articles of incorporation, as amended (the “Articles”), to change its corporate name from Liberated Solutions, Inc. to Ngen Technologies Holdings Corp. (the “Name Change”);

	●	Amendment of the Articles to effect a reverse stock split of the outstanding shares of the Company’s common stock by a ratio of 1-for-2,000, with any fractional shares being rounded up to the next higher whole share (the “Reverse Stock Split”); and

	●	Immediately after the Reverse Stock Split is effective, amendment of the Articles to decrease the number of authorized shares of the Company’s common stock from 6,000,000,000 to 3,000,000,000 (collectively with the Name Change and the Reverse Stock Split, the “Corporate Actions”).

The Corporate Actions will not become effective until a definitive information statement on Schedule 14C is filed and mailed to stockholders, the Company receives FINRA clearance, and at least 20 calendar days have passed since the mailing of the definitive information statement to stockholders.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING INFORMATION

This section and other parts of this Form 10-Q quarterly report includes “forward-looking statements”, that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

Liberated Solutions, Inc. (~~formally~~the ~~Go Eco Group and Liberated Energy~~“Company”), ~~Inc.~~ is a Nevada corporation formed on September 14, 2011. Weunder ~~were incorporated~~the as name Mega World Food Holding Company ~~for the purpose of selling frozen vegetable products in all areas of the world except China~~.

On ~~January~~August 1922, ~~2013,~~2019 ~~pursuant~~(the to“Effective aDate”), ~~Common~~the ~~Stock~~Company ~~Purchase~~entered ~~Agreement,~~into ~~dated~~an ~~January~~Exchange 7,Agreement ~~2013,~~(the ~~Perpetual~~“Exchange ~~Wind~~Agreement”) with ~~Power~~Clifford ~~Corporation~~Rhee, a ~~privately held~~shareholder ~~corporation formed under the laws~~ of ~~the~~Ngen ~~State~~Technologies ofUSA ~~Delaware~~Corp, ona ~~July~~Texas 1,corporation ~~2010~~(“Ngen”), ~~acquired~~Edward 24Carter,~~500,000~~ ~~non-registered~~a ~~shares of~~shareholder ~~the~~of ~~Company from its shareholders~~Ngen, ~~thereby~~Peter ~~owning 24~~Zimeri,~~500,000~~ ~~out of~~ a ~~total~~shareholder of 25Ngen,~~000,000~~ ~~issued~~ and ~~outstanding~~Brian ~~shares of the Company. Thereafter~~Conway, the ~~Company~~former ~~acquired~~CEO ~~from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares~~ of the Company, ~~which~~pursuant ~~were distributed in a dividend~~ to ~~its~~which ~~shareholders~~the ~~and~~parties ~~Perpetual Wind Power~~agreed ~~Corporation~~that ~~returned~~Ngen towould ~~treasury~~become ~~its~~a ~~24,500,000~~wholly-owned ~~shares~~subsidiary itof ~~acquired from~~ the Company’s. ~~shareholders~~Mr. ~~As a result of this transaction~~Rhee, ~~the~~Mr. ~~Company~~Carter ~~had on January 19, 2013, 3,000,000 shares issued~~ and ~~outstanding~~Mr. OnZimeri ~~February~~are ~~14,~~referred ~~2013,~~to ~~the~~herein ~~Company changed~~collectively ~~its~~as ~~name~~the ~~from~~“Shareholders” ~~Mega~~and ~~World~~each ~~Food~~individually ~~Holding~~as ~~Company to Liberated Energy, Inc. and underwent~~ a ~~24 for 1 stock split, whereby the Company’s outstanding shares increased from 3,000,000 to 72,000,000~~“Shareholder.”

OnAmong ~~February~~other 4conditions to the closing of the transactions contemplated by the Exchange Agreement (the “Closing”), ~~2015~~the Exchange Agreement required that the Company ~~increased~~redeem ~~their~~from ~~number~~Mr. ofConway ~~authorized~~the ~~preferred~~250,000 shares ~~from~~of 10Series X Convertible Preferred Stock,~~000~~ par value $0.001 per share of the Company (“Series X Preferred Stock”) held by Mr. Conway as of the Closing,~~000~~ in return for (i) the cash payment to ~~100~~Mr. Conway of the sum of $25,000,~~000~~ and ~~authorized common~~(ii) the issuance to Mr. Conway of a number of shares ~~from~~of ~~250~~common stock,~~000~~ par value $0.001 per share,~~000~~ toof ~~900~~the Company (the “Common Stock”),~~000,000~~ constituting 2% of the issued and outstanding shares of the Common Stock as of the date of the closing of the transactions contemplated by the Exchange Agreement.

OnThe ~~July~~Closing 6,of ~~2016,~~ the ~~Company~~Exchange ~~affected~~Agreement aoccurred ~~1-for-3~~on September 16,~~500~~ ~~reverse~~2019. ~~split~~Pursuant to the terms of the ~~Company’s~~Exchange ~~common~~Agreement, ~~stock.~~at the Closing, the Company:

On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will required all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.

	●	redeemed from Mr. Conway the 250,000 shares of Series X Preferred Stock held by Mr. Conway as of the Closing, in exchange for the issuance to Mr. Conway of a number of shares of Common Stock constituting 2% of the issued and outstanding shares of Common Stock as of the Closing, or 69,614,937 shares (pursuant to a separate Redemption Agreement of same date); and

	●	acquired from the Shareholders all of the common stock, no par value per share, of Ngen (the “Ngen Common Stock”) in exchange for the issuance to the Shareholders of 250,000 shares of Series X Preferred Stock of the Company, apportioned 123,750 shares to Mr. Rhee, 123,750 shares to Mr. Carter, and 2,500 shares to Mr. Zimeri.

Broken Circuit Technologies, Inc. (“Broken Circuit”) agreed to purchase from Mr. Conway 750,000 shares of Series X Preferred Stock pursuant to a Purchase Agreement dated August 15, 2019 (the “Purchase Agreement”) pursuant to which, among other things, the Company agreed to allow Broken Circuit to designate Mr. Carter and Mr. Rhee as the sole directors of the Company. The consummation of the Purchase Agreement occurred on August 31, 2019, and resulted in a change in control of the Company with the appointment of Mr. Carter and Mr. Rhee as officers and directors of the Company, and the resignation of Mr. Conway from all of his positions with the Company, which occurred in connection closing of the Purchase Agreement. As a result of these changes, the majority of the Board of Directors of the Company changed, with Mr. Rhee and Mr. Carter comprising the majority of the members of the Company’s Board of Directors.

OnNgen was incorporated in Texas on January 19, 2015 as “Ngen Technologies, Inc”. On January 27, ~~2017~~2015, ~~the~~it ~~Company~~changed ~~reduced~~its ~~the~~name to ~~authorized~~“Ngen ~~shares~~Technologies ofUSA ~~common~~Corp”. ~~stock~~Its ~~from~~wholly 10owned subsidiary,~~000,000,000~~ toNgen ~~2,000,000,000~~Technologies ~~and~~Korea ~~changed~~Ltd ~~the~~(“Ngen Korea”), ~~name~~was ~~from~~formed ~~Liberated~~on ~~Energy~~July 3, ~~Inc~~2015 toin ~~The~~Seoul, GoSouth ~~Eco~~Korea ~~Group~~as a wholly owned subsidiary of Ngen.

~~The~~As ~~Company~~a ~~had~~result ~~advanced Eco Cab $197,520 as part~~ of the ~~agreement.~~consummation ~~As the closing, has not incurred, due to the failure~~ of ~~EcoCab meeting~~ the ~~agreement~~Exchange ~~requirements~~Agreement, ~~the~~Ngen ~~Company~~became ~~has~~our ~~treated~~wholly ~~the~~owned ~~advances~~subsidiary asand ~~receivables due~~ the ~~Company~~business ~~with~~of aNgen ~~balance due to~~became the ~~Company~~business as of ~~December~~the ~~31,~~Company ~~2017~~going ~~of $43,324~~forward.

OnNgen ~~December~~is ~~26,~~engaged ~~2018~~in the ~~Company~~business ~~filed~~of anautomotive ~~amendment~~technology, ~~with~~biomedical ~~the~~technology, ~~Secretary~~and ofglasses ~~State~~free of3D ~~Nevada~~display ~~increasing~~technology. ~~the~~Through ~~authorized~~Ngen Korea, ~~shares~~Ngen todesigns, 6develops,~~000~~ and sells technology that enables glasses free 3D display for use in smartphones,~~000~~ televisions,~~000~~ ~~from~~and 2tablets,~~000~~ which we refer to collectively as its “Glasses Free 3D Technologies.” Ngen also designs,~~000~~ develops,~~000~~ ~~shares~~and sells ofautomotive ~~common~~technologies, ~~stock~~and ~~with~~has developed a ~~par~~silencer/muffler ~~value~~system ofthat $0enables greater fuel efficiency for automobiles.~~001.~~ Through ~~The~~its ~~authorized~~holdings ~~shares~~in Emotek Corporation, a Taiwan based company (“Emotek”) that is jointly-owned with Egismos Technologies Corporation, a manufacturer of ~~preferred~~laser-based ~~shares~~light ~~remained~~sources at(“Egismos 10Technologies”),~~000,000~~ Ngen is also seeking to introduce ~~with~~innovative biomedical products, including a ~~par~~tumor ~~value~~detection ofscanner $0using laser and Micro-Electro-Mechanical Systems (MEMS).~~001~~

Ngen Korea was formed on July 3, 2015 as a wholly owned subsidiary of Ngen, and is responsible for the Glasses Free 3D Technologies and automotive segments of Ngen’s business.

Emotek is a privately held company, and is a joint venture between Ngen and Egismos Technologies. Egismos Technologies’ mission is primarily to develop tumor detection scanner which will be handheld and used for home use. Ngen and Egismos Technologies are 50/50 owners of Emotek.

Results of Operations

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Revenues

For the nine months ended September 30, 2019, the Company had revenues of $144,338,267, as compared to revenues of $15,014,672 for the nine months ended September 30, 2018. The increase in revenues is the result of increased sales in 2019.

Cost of Goods Sold

For the nine months ended September 30, 2019, the cost of goods sold was $134,295,726, as compared to cost of goods sold of $12,312,031 for the nine months ended September 30, 2018.

General and Administrative Expenses

For the nine months ended September 30, 2019, the Company incurred general and administrative expenses of $2,069,509, as compared to $1,736,533 for the nine months ended September 30, 2018. The increase is the result of higher infrastructure expenses to support the rapid increase in sales in 2019.

Selling Expenses

Selling expenses for the nine months ended September 30, 2019 were $145,340, as compared to $0 for the comparable period in 2018. Selling expenses were significant enough in 2019 to begin reporting them in a separate category. The significant increase in sales in the nine months ended September 30, 2019 is attributed to the change in reporting.

Research and Development Expenses

For the nine months ended September 30, 2019, the Company incurred research and development expenses of $335,481, as compared to $497,421 for the nine months ended September 30, 2018. The decrease in research and development expenses in 2019 is the result of products moving from development stage to selling of the products.

Income from Operations

Income from operations for the nine months ended September 30, 2019 was $7,492,211, as compared to $468,667 for the nine months ended September 30, 2018. The increase in income from operations was a direct result of the increase in sales in 2019.

Other Income (Expense)

For the nine months ended September 30, 2019, the Company had other expense of $64,131,952, as compared to other income of $1,702,460 for the same period in 2018. The increase in other expense was attributable to the significant change in the fair value of derivatives in 2019, due to the additional convertible debt with variable conversion of $6,398,545 at September 30, 2019, as compared to $570,355 at December 31, 2018. In addition, financing costs for the nine months ended September 30, 2019 increased over the same period in 2018.

Net (Loss) Income

Net loss for the nine months ended September 30, 2019 was $56,736,125, as compared to net income of $2,150,637 for the nine months ended September 30, 2018. The increase in net loss was attributable to the significant change in the fair value of derivatives in 2019, due to the additional convertible debt with variable conversion of $6,398,545 at September 30, 2019, as compared to $570,355 at December 31, 2018.

Comprehensive Income

The Company had comprehensive income for the nine months ended September 30, 2019 of $55,067, as compared to $128,978 for the same period in 2018.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Revenue

During the three ~~and nine~~ months ~~periods~~ ended ~~June~~September 30, 2019, ~~and~~the Company had revenues of $51,645,437, as compared to revenues of $5,389,882 for the three months ended September 30, 2018. The increase in revenues is the ~~Company~~result ~~had~~of noincreased ~~revenue~~sales in 2019.

~~Operation~~Cost ~~and~~of ~~Administrative~~Goods ~~Expenses~~Sold

~~During~~For the three ~~and nine~~ months ~~periods~~ ended ~~June~~September 30, 2019, the ~~Company~~cost ~~incurred~~of ~~general~~goods ~~and~~sold ~~administrative~~was ~~expense of~~ $~~130~~47,~~386 and $265~~850,~~341~~180, as compared to ~~$208,971~~cost ~~and~~of ~~$722,988~~goods insold ~~the~~of ~~same period in 2018. Lower quarter costs in the period ending June 30~~$4, ~~2019~~804,695 ~~over~~for the ~~same~~three ~~period~~months inended ~~2018~~September ~~was attributed to a zero stock based compensation in 2019 compared to $357~~30,~~225~~ in 2018.

General and Administrative Expenses

For the three months ended September 30, 2019, the Company incurred general and administrative expenses of $680,714, as compared to $370,362 for the three months ended September 30, 2018. The increase is the result of higher infrastructure expenses to support the rapid increase in sales in 2019.

Selling Expenses

Selling expenses for the three months ended September 30, 2019 were $83,220, as compared to $0 for the comparable period in 2018. Selling expenses were significant enough in 2019 to begin reporting them in a separate category. The significant increase in sales in the three months ended September 30, 2019 is attributed to the change in reporting.

Research and Development Expenses

For the three months ended September 30, 2019, the Company incurred research and development expenses of $104,755, as compared to $181,953 for the three months ended September 30, 2018. The decrease in research and development expenses in 2019 is the result of products moving from development stage to selling of the products.

Income from Operations

Income from operations for the three months ended September 30, 2019 was $2,926,568, as compared to $32,872 for the three months ended September 30, 2018. The increase in income from operations was a direct result of the increase in sales in 2019.

Other Income (Expense)

~~During~~For the three ~~and nine~~ months ~~periods~~ ended ~~June~~September 30, 2019, the Company ~~incurred~~had other expense of $1756,~~724 and $38~~039,~~522~~441, as compared to other expense of $~~203~~242,~~236~~620 for ~~and $208,151 in~~ the same ~~periods~~period in 2018. The ~~lower~~increase ~~amounts~~ in ~~2019~~other isexpense was attributable to ~~higher~~the ~~interest~~significant change in the fair value of derivatives in 2019, due to the issuance of additional convertible debt with variable conversion of $6,398,545 at September 30, 2019, as compared to $570,355 at December 31, 2018. ~~over~~In addition, financing costs for the three months ended September 30, 2019 increased over the same ~~periods~~period in ~~2019~~2018.

Net Loss

~~The~~Net ~~net~~ loss for the three ~~and nine~~ months ~~periods~~ ended ~~June~~September 30, 2019 was $~~148~~53,~~110 and $303~~112,~~863~~873, as compared to ~~$412,207~~net ~~and~~loss of $~~931~~209,~~139~~ 748 for the ~~same~~three ~~period~~months inended September ~~2018~~30, ~~respectively~~2018. The ~~decrease~~increase in net loss iswas attributable to ~~stock~~the ~~based~~significant ~~compensation~~change in ~~2018~~the fair value of ~~$345~~derivatives in 2019,~~224~~ ~~compared~~due to nothe ~~stock~~issuance ~~based~~of ~~compensation~~additional inconvertible debt with variable conversion of $6,398,545 at September 30, 2019, as compared to $570,355 at December 31, 2018.

Liquidity and Capital Resources

~~The~~At September 30, 2019, the Company ~~has~~had current assets of $432,~~037~~952,046 and current liabilities of $~~795~~96,~~828~~813,853, resulting in negative working capital of $~~791~~63,~~791~~861,807. This ~~compares~~ compares to negative working capital of $~~731~~7,~~983~~4370,110 for the ~~period~~year ended ~~September~~December 3031, 2018. The increase in negative working capital is attributable to ~~June~~a ~~30,~~significant ~~2019~~increase isin ~~attributed~~the toderivative ~~continual~~liability ~~losses~~of $62,555,020 in 2019.

~~Funds~~Cash used in operating activities was $~~225~~7,~~690~~057,365 for the nine months ~~period~~ ended ~~June~~September 30, 2019, compared to ~~funds~~cash ~~used~~provided by operating activities of $~~268~~841,~~955~~075 for the same period in 2018. The effect of the change in accounts ~~payable~~receivable of $23,215,720 ~~stock~~and ~~based~~inventory ~~compensation~~of ~~and~~$4,190,219, ~~accrued~~offset ~~expenses~~by ~~attributed~~accounts payable of $14,796,794 attributed to the large change ~~between~~in 2019, compared to the ~~two~~same ~~periods~~period in 2018.

~~Funds~~Cash ~~provided~~used byin ~~financing~~investing activities was $26,175 for the nine months ~~period~~ ended ~~June~~September 30, 2019 ~~was $211~~,~~749~~ compared to ~~$322,000~~cash ~~for~~provided ~~the~~by ~~same period~~investing inactivities ~~2018.~~of ~~The Company issued convertible debt for its financing activity in 2018 for~~ $~~297~~398,~~000~~676 ~~and~~for ~~$186,749~~the innine ~~2019. The~~months ~~Company~~ended ~~received~~September ~~$25~~30,~~000~~ ~~in 2017 as a loan from the newly formed joint venture~~2018. ~~The joint venture was terminated and the amount was recorded against paid in capital in 2019.~~

16Cash provided by financing activities for the nine months ended September 30, 2019 was $5,948,705, compared to $613,342 for the nine months ended September 30, 2018. The Company issued $5,948,705 in convertible debt for its financing activity in the nine months ended September 30, 2019, compared to the issuance of $573,269 in the comparable period in 2018. The Company also received $40,073 for the conversion of warrants in the nine months ended September 30, 2018.

Off-Balance Sheet Arrangements

~~The~~As ~~Company~~of ~~does~~September 30, 2019, we did not have any ~~relationships~~off-balance ~~with~~sheet unarrangements ~~entities~~that have or are reasonably likely to have a current or future effect on our financial ~~partnerships~~condition, ~~such~~changes asin ~~entities~~financial ~~often~~condition, ~~referred~~revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to asinvestors. ~~structured~~The term “off-balance sheet arrangement” ~~finance~~generally means any transaction, agreement or ~~special~~other ~~purpose~~contractual ~~entities~~arrangement to which an entity unconsolidated with us is a party, under which ~~would~~we have ~~been~~any ~~established~~obligation ~~for~~arising ~~the~~under ~~purpose~~a ofguarantee ~~facilitating~~contract, ~~off-balance~~derivative ~~sheet~~instrument ~~financial~~or variable interest or a retained ~~arrangements~~or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rule 13a-~~15e~~15€ under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this quarterly report on Form 10-Q, such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting~~, as~~ ~~our financial reporting~~ and ~~all~~the ~~accounting~~fact ~~functions~~that ~~are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO /CFO do not possess accounting expertise and~~ our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to ~~engage~~hire ~~another~~additional staff ~~accountant~~ to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting ~~identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15~~ that occurred during ~~our~~the ~~nine months period ended~~quarter ~~June~~ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

~~None~~On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company in the County of Kings, in the Supreme Court of the State of New York (index number 516298/2016). The filing alleges that the Company has defaulted on several unpaid loans from LG Capital, LLC to the Company with the total owing and due including principal and interest of $297,160. The Company has not counter claimed but believes that LG Capital, LLC unlawfully attempted to convert some of the loans to common stock of the Company has filed an injunction against the Company’s transfer agent to block LG Capital, LLC from such a conversion. In addition, the Company negotiated in good faith with LG Capital, LLC to settle the debt but to no avail. After reviewing the claim made by LG Capital, LLC, it is the opinion of management that the outstanding liability to LG Capital, LLC has been fully recognized and accounted for in the financial statements of the Company.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended ~~June~~September 30, 2019, the Company issued 2,~~849~~047,~~757~~694,~~719~~285 shares of common stock with a value of $~~219~~120,~~055~~ 515 for convertible debt and accrued interest.

~~These~~On ~~securities~~September ~~were~~16, ~~issued~~2019, ~~pursuant to an exemption from~~ the ~~registration~~Company ~~requirements~~issued of69,614,937 ~~the~~shares ~~Securities Act~~ of ~~1933,~~common asstock ~~amended~~(representing ~~pursuant to~~approximately ~~Section 4(~~2)% of the ~~Act~~Company’s outstanding ~~and/or~~shares) ~~Rule~~to ~~506~~a offormer ~~Regulation~~officer Dand ~~promulgated~~director ~~thereunder~~as ~~since, among~~part ~~other~~of ~~things,~~ the ~~transactions~~merger ~~did not involve a public offering~~agreement.

1719

These securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

ITEM 3: DEFAULT UPON SENIOR SECURITIES

None

ITEM 4: MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5: OTHER INFORMATION

None

ITEM 6. EXHIBITS ~~– THIS SHOULD INCLUDE ALL DOCUMENTS THAT ARE MATERIAL AND OPERATION – ARTICLES OF INCORPORATION, BYLAWS, CONTRACTS, ETC.~~

EXHIBIT INDEX
		Incorporated by
		Reference
			Filing Date/
Exhibit			Period End
Number	Exhibit Description	Form	Date
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
101.INS*	XBRL Instance Document
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH*	XBRL Taxonomy Extension Schema Document
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.INS	XBRL Instance Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.20

SIGNATURES

Pursuant to the requirements of ~~Section 13 or 15(d) of~~ the Securities Exchange Act of 1934, the registrant has duly caused this ~~amended~~ report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIBERATED SOLUTIONS, INC
	LIBERATED SOLUTIONS, INC.
Date: August 19, 2019
Date: November 7, 2019
	By:	/s/ ~~Brian~~Edward ~~Conway~~Carter
		Brian Conway
		Edward Carter
		President, Director, Chief Financial Officer & Chief Executive Officer (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer
		Chief Executive Officer (Principal Executive Officer)
	By:	/s/ YH Seo
		YH Seo
		Interim Chief Financial Officer (principal financial officer and principal accounting officer)

1921

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