UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~October~~December 230, 2019

LIBERATED SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-55177	27-4715504
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

5430 Lyndon B Johnson Fwy, Suite 1200, Dallas, TX		75240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 610-3817

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

Item 45.~~01.~~03 ~~Changes~~Amendments into ~~Registrant’s~~Articles ~~Certifying~~of ~~Accountant~~Incorporation or Bylaws; Change in Fiscal Year.

On December 30, 2019, Liberated Solutions, Inc. (“Company”) filed a Certificate of Amendment to Designation (the “Amendment”) ~~Dismissal~~applicable to the Company’s Series X preferred stock with the Secretary of ~~Independent~~State ~~Registered~~of ~~Accounting~~the ~~Firm~~State of Nevada. The Amendment had the effect of:

On October 2, 2019, the Board of Directors of Liberated Solutions, Inc., doing business as Ngen Technologies USA Corp (the “Company”), decided to change auditors and accordingly, terminated the engagement of DeLeon & Company, P.A. (“DeLeon”) as the Company’s independent registered accounting firm, effective immediately after the filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (the “September 2019 10-Q”).

	1.	Revising Section 1(b)(ii) of the Series X certificate of designation to provide that each share of Series X preferred stock is initially convertible into 67,710.053 conversion shares (prior to the completion of the 1-for-2,000 reverse split of the Company’s common stock currently in process), subject to adjustment as set forth in the certificate of designation; and

	2.	Providing that the conversion ratio will be subject to proportional and equitable adjustments for future splits, combinations or dividends relating to the common stock, or combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

~~DeLeon’s~~The ~~report~~effective ondate ~~the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer~~ of ~~opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during~~ the ~~Company’s~~Amendment ~~two~~is ~~most~~December ~~recent fiscal years and through November 7~~30, 2019, the date on which the September 2019 10-Q was filed with the Commission, there have been no disagreements with DeLeon on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to DeLeon’s satisfaction, would have caused DeLeon to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods.

~~Except~~The asforegoing ~~set~~description ~~forth~~of ~~below, for~~ the ~~two~~Amendment ~~most~~is ~~recent~~qualified ~~fiscal~~in ~~years~~its ~~and~~entirety ~~through~~by ~~November~~reference 7,to ~~2019,~~the ~~there~~complete ~~were~~terms noand ~~“reportable~~conditions ~~events” as that term is described in Item 304(a)(1)(v)~~ of ~~Regulation~~the ~~S-K; however~~Amendment, a ~~DeLeon’s~~copy ~~most~~of ~~recent~~which ~~year-end~~is ~~report~~attached ~~did~~to ~~contain a~~this ~~modification~~Current ~~paragraph~~Report ~~that~~on ~~expressed~~Form ~~substantial~~8-K ~~doubt~~as ~~about~~Exhibit ~~the~~3.1 ~~Company’s~~and ~~ability~~is toincorporated ~~continue~~by asreference ainto ~~going~~this ~~concern~~Item 5.03.

~~The~~Item Company provided DeLeon with a copy of the disclosure contained herein, prior to its filing with the Commission, and requested that DeLeon furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree8.01. ~~DeLeon’s~~Other ~~letter to the Commission is attached hereto as Exhibit 16~~Events.1.

On July 8, 2019, prior to the closing of the August 22, 2019 exchange, the Company filed a definitive information statement on Schedule 14C concerning a proposed 1-for-25,000 reverse stock split of the Company’s common stock (bthe “Abandoned Reverse Split”). ~~Engagement~~Subsequently, ofthe ~~New~~Company ~~Independent~~determined ~~Registered~~not ~~Accounting~~to ~~Firm~~proceed with the Abandoned Reverse Split. Accordingly, the Abandoned Reverse Split has been abandoned.

On ~~October~~November 220, 2019, the Company’s ~~Board~~filed ofa ~~Directors~~definitive ~~appointed~~information ~~Benjamin~~statement &on ~~Young,~~Schedule ~~LLP~~14C ~~(“Benjamin~~concerning ~~& Young”) as~~ the ~~Company’s~~following ~~new~~proposed ~~independent registered accounting firm. During the Company’s two most recent fiscal years and~~corporate ~~through~~actions ~~October 2~~(collectively, ~~2019, neither~~ the ~~Company~~“Proposed ~~nor~~Corporate ~~anyone acting on the Company’s behalf consulted Benjamin & Young with respect to any of the matters or reportable events set forth in Item 304(a~~Actions”)~~(2)(i) and (ii) of Regulation S-K.~~:

~~Item 9~~1.~~01.~~ Corporate ~~Financial~~name ~~Statements~~change ~~and~~to ~~Exhibits~~Ngen Technologies Holdings Corp.,

~~(c) Exhibits~~2. 1-for-2,000 reverse stock split, and

~~Exhibit No~~3. Decrease ~~16.1~~in ~~Letter~~authorized ofshares ~~DeLeon & Company, P.A.~~ to ~~the Commission dated November 18~~3,000,000,000 ~~2019~~shares.

The Proposed Corporate Actions are undergoing the required review by the Financial Industry Regulatory Authority (“FINRA”). We anticipate that FINRA will complete its review and the Proposed Corporate Action will be processed in the near future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Certificate of Amendment to Designation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~November~~January 198, ~~2019~~2020

	LIBERATED SOLUTIONS, INC.

	By:	/s/ Ed Carter
		Ed Carter
		Chief Executive Officer

Filing Compare · NGEN TECHNOLOGIES HOLDINGS CORP.