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): ~~December~~January 3010, ~~2019~~2020

~~LIBERATED~~NGEN ~~SOLUTIONS,~~TECHNOLOGIES ~~INC~~HOLDINGS CORP.

(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~~Liberated Solutions, Inc.

(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 53.0302. ~~Amendments~~Unregistered toSales ~~Articles~~ of ~~Incorporation~~Equity ~~or Bylaws; Change in Fiscal Year~~Securities.

On ~~December~~January 3014, ~~2019~~2020, ~~Liberated~~Broken ~~Solutions~~Circuit Technologies, Inc. (“Broken Circuit”) and Peter Zimeri, who together own 100% of the registrant’s (the “Company”) ~~filed~~one amillion ~~Certificate~~issued and outstanding shares of ~~Amendment~~Series X preferred stock, delivered to ~~Designation~~the Company notices of conversion (together, the “~~Amendment~~Notices”) of all of their shares of Series X ~~applicable~~preferred tostock. Broken Circuit, a company of which Edward Carter and Clifford Rhee are 49.5% and 49.4% owners, respectively, was the owner of 997,500 shares of Series X preferred stock, convertible into 33,770,389 shares of the Company’s common stock. Mr. Carter is the Company’s Chief Executive Officer and a member of the Company’s Board of Directors. Mr. Zimeri was the owner of 2,500 shares of Series X preferred stock, ~~with~~convertible into 84,638 shares of the ~~Secretary~~Company’s common stock. On January 15, 2020, the Company issued an aggregate of ~~State~~33,855,027 shares of the ~~State~~Company’s common stock (33,770,389 shares were issued to Broken Circuit and 84,638 shares were issued to Mr. Zimeri), which amount represents approximately 95% of ~~Nevada~~the Company’s issued and outstanding shares. ~~The~~Following ~~Amendment~~the ~~had~~Reverse Stock Split (described in Item 5.03 below) and the ~~effect~~issuance of: the common stock described in this Item 3.02, there were 35,712,665 shares of common stock issued and outstanding.

	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.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of 33,855,027 shares of common stock pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, Messrs. Carter and Rhee are accredited investors, Messrs. Carter and Rhee acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

~~The~~Item ~~effective~~5.03. ~~date~~Amendments to Articles of ~~the~~Incorporation ~~Amendment~~or isBylaws; ~~December~~Change ~~30,~~in ~~2019~~Fiscal Year.

~~The foregoing~~As ~~description~~previously ofdisclosed in the ~~Amendment~~definitive isinformation ~~qualified~~statement inon ~~its~~Schedule ~~entirety~~14C byfiled ~~reference~~with to the ~~complete~~Securities ~~terms~~ and ~~conditions~~Exchange ofCommission by the ~~Amendment,~~Company on November a20, ~~copy~~2019, the Company’s Board of ~~which~~Directors isand ~~attached~~stockholders toholding ~~this~~a ~~Current~~majority ~~Report~~of onthe ~~Form~~voting ~~8-K~~power asof ~~Exhibit~~the Company’s ~~3.1~~issued and isoutstanding ~~incorporated~~shares byof ~~reference~~capital ~~into~~stock ~~this~~approved ~~Item 5.03.~~the following actions:

~~Item 8~~● Amendment of the Company’s articles of incorporation, as amended (the “Articles”), to change the Company’s corporate name from Liberated Solutions, Inc.01 to Ngen Technologies Holdings Corp. ~~Other~~(the ~~Events~~“Name Change”); ● Amendment of the Company’s Articles to effect a reverse stock split of the outstanding shares of 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 effectiveness of the Reverse Stock Split, amendment of our Articles to decrease the number of authorized shares of common stock from 6,000,000,000 to 3,000,000,000 (the “Authorized Share Decrease” and collectively with the Name Change and the Reverse Stock Split, the “Corporate Actions”).

OnEffectiveness ~~July~~of 8,the ~~2019,~~Corporate ~~prior~~Actions towas ~~the~~dependent ~~closing~~on, ofamong ~~the~~other ~~August 22~~things, ~~2019~~approval ~~exchange,~~of the ~~Company~~Corporate ~~filed~~Actions aby ~~definitive~~the ~~information~~Financial ~~statement~~Industry ~~on Schedule~~Regulatory ~~14C~~Authority ~~concerning~~(“FINRA”). aOn ~~proposed~~January ~~1-for-25~~9,~~000~~ ~~reverse~~2020, ~~stock~~FINRA ~~split~~completed its review of the ~~Company’s~~Name ~~common~~Change ~~stock~~and (the ~~“Abandoned~~ Reverse Stock Split”). ~~Subsequently~~Accordingly, ~~the~~effective ~~Company~~January ~~determined not to proceed with the Abandoned Reverse Split. Accordingly~~10, ~~the Abandoned Reverse Split has been abandoned.~~2020:

~~On November~~● ~~20,~~The ~~2019,~~Company ~~the~~changed ~~Company~~its ~~filed~~corporate aname ~~definitive~~from ~~information~~Liberated ~~statement~~Solutions, onInc. ~~Schedule~~to ~~14C~~Ngen ~~concerning~~Technologies Holdings Corp., ● The Company effected the ~~following~~1-for-2,000 ~~proposed~~Reverse ~~corporate actions~~Stock ~~(collectively~~Split, and ● The Company effected the ~~“Proposed~~Authorized ~~Corporate~~Share ~~Actions”):~~Decrease.

1.In order to effect the Corporate ~~name~~Actions, ~~change~~the Company filed a Certificate of Amendment to ~~Ngen~~Designation ~~Technologies~~(the ~~Holdings~~“Amendment”) on ~~Corp~~December 30, 2019. However, the Corporate Actions were not effective until January 10, 2020.

2No fractional shares were issued in connection with the Reverse Stock Split. Rather, upon completion of the Reverse Stock Split, ~~1-for-2~~in lieu of any fractional shares that would be issued, such fractional shares were rounded up to the next higher whole share. Following effectiveness of the Reverse Stock Split and the Authorized Share Decrease, the Company had 3,000,000,000 ~~reverse~~authorized shares of common stock, ~~split~~and 1,857,638 shares of common stock issued and outstanding. Following the common stock issuance described in Item 3.02 above, there were 35,712,665 shares of common stock issued and outstanding. In accordance with FINRA requirements, the Company’s stock symbol (LIBE) will carry an additional letter “D” as “LIBED,” denoting a reverse stock split, for a period of 20 business days.

3.The ~~Decrease~~foregoing description of the Amendment is qualified in ~~authorized~~its ~~shares~~entirety by reference to 3the Amendment,~~000,000,000~~ ~~shares~~a copy of which is attached hereto as Exhibit 3. 1 and incorporated herein by reference.

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 Series X 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: January 815, 2020

~~LIBERATED~~NGEN ~~SOLUTIONS,~~TECHNOLOGIES ~~INC~~HOLDINGS CORP. By: /s/ Ed Carter Ed Carter Chief Executive Officer

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