Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 30, 2019, Liberated Solutions, Inc. ("Company") filed a Certificate of Amendment to Designation (the "Amendment") applicable to the Company's Series X preferred stock with the Secretary of State of the State of Nevada. The Amendment had the effect of:





  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 effective date of the Amendment is December 30, 2019.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete terms and conditions of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference into this Item 5.03.




Item 8.01. Other Events.

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 (the "Abandoned Reverse Split"). Subsequently, the Company determined not to proceed with the Abandoned Reverse Split. Accordingly, the Abandoned Reverse Split has been abandoned.

On November 20, 2019, the Company filed a definitive information statement on Schedule 14C concerning the following proposed corporate actions (collectively, the "Proposed Corporate Actions"):

1. Corporate name change to Ngen Technologies Holdings Corp.,

2. 1-for-2,000 reverse stock split, and

3. Decrease in authorized shares to 3,000,000,000 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.

© Edgar Online, source Glimpses