UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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Preliminary
Information Statement
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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Liberated
Solutions, Inc.
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(Name
of Registrant As Specified In Charter)
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Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No:
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3)
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Filing
Party:
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4)
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Date
Filed:
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Liberated
Solutions, Inc.
17701
East 36
th
Street Ct. South
Independence,
MO 64055
845-610-3817
September
____, 2018
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Shareholder:
This
notice and the accompanying Information Statement are being distributed to the holders of record (the “
Shareholders
”)
of the voting capital stock of Liberated Solutions, Inc., a Nevada corporation (the “
Company
”), as of the close
of business on September ____, 2018 (the “
Record Date
”), in accordance with Rule 14c-2 of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”) and the notice requirements of the Nevada Revised Statutes (“
NRS
”).
The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our
Board of Directors (the “
Board
”) on September 11, 2018 and taken by written consent in lieu of a meeting by
the holders of a majority of the voting power of our outstanding capital stock as of September 11, 2018 (the “
Written
Consent
”).
The
Written Consent approved the following actions:
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Increase the number of authorized
shares of capital stock of the Company from two billion ten million (2,010,000,000) shares
to six billion ten million (6,010,000,000) shares, which shall be comprised
of six billion (6,000,000,000) shares of Common Stock and ten million (10,000,000)
shares of preferred stock of the Company (the “
Authorized Increase
”)
Liberated Solutions, Inc.
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The
Written Consent is the only shareholder approval required to effect the Name Change under the NRS, our Articles of Incorporation,
as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your
consent or proxy in connection with the Name Change. The Name Change, as approved by the Written Consent, will not become effective
until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders.
We expect to mail the accompanying Information Statement to the Shareholders on or about September ____, 2018.
Important
Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C
: We will furnish
a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth
above, Attention: Corporate Secretary.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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Sincerely,
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/s/
Brian Conway, CEO and Director
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Liberated
Solutions, Inc.
17701
East 36
th
Street Ct. South
Independence,
MO 64055
845-610-3817
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
This
Information Statement advises the shareholders of Liberated Solutions, Inc. (the “
Company
,” “
we
,”
“
our
” or “
us
”) of the approval of the following corporate action:
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●
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Increase
the number of authorized shares of capital stock of the Company from two billion ten
million (2,100,000,000) shares to six billion ten million (6,010,000,000)
shares, which shall be comprised of six billion (6,000,000,000) shares
of Common Stock and ten million (10,000,000) shares of preferred stock of the Company
(the “
Authorized Increase
”). Liberated Solutions, Inc.
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On
September 11, 2018, our Board of Directors (the “
Board
”) approved the Authorized Increase and submitted the
same to certain holders of our Series A Preferred Stock. On the same date, the holder of a majority of the voting power of the
outstanding capital stock of the Company (the “
Majority Stockholder
”) executed and delivered to us a written
consent in lieu of a meeting (the “
Written Consent
”) approving the Name Change.
Section
78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less
than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened
for the specific purpose of such action. Section 78.320 of the NRS, however, requires that in the event an action is approved
by written consent, a company must provide notice of the taking of any corporate action without a meeting to all shareholders
who were entitled to vote upon the action but who have not consented to the action. Under Nevada law, shareholders are not entitled
to dissenters’ rights with respect to the Name Change (the “
Stockholders
”).
In
accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about September
____, 2018. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and
the Majority Stockholder, which hold a majority of the voting capital stock of the Company.
Common
Stock
As
of September 11, 2018, there were issued and outstanding 560,264,466 shares of Common Stock (with the holder of each share having
one vote) and 10,000,000 shares of Series A Preferred Stock (with the holder of each share having 10,000 votes), Pursuant to Section
78.320 of the NRS, at least a majority of the voting equity of the Company, or at least 50,000,000,001 votes, is required to approve
the Name Change by written consent. The Majority Stockholder, who holds 1,419 shares of Common Stock and 10,000,000 shares of
Series A Preferred Stock (approximately 99.45% of the total voting equity of the Company), have voted in favor of the Authorized
Increase, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote
in favor of a corporate action by written consent.
The
following table sets forth the name of the Majority Stockholder, the total number of shares that the Majority Stockholder voted
in favor of the Name Change, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
Name of Majority Stockholder
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Number of Common
Shares
Held
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Number of Preferred
Shares
Held
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Number of
Votes
in Favor of
Actions
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Percentage of
the Voting Equity
that Voted in
Favor of the
Actions (1)
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Brian Conway
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1,429
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10,000,000
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100,000,001,429
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99.45
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%
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Total
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1,429
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10,000,000
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100,000,001,429
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99.45
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%
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(1)
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Based
on 560,264,466 shares of Common Stock and 10,000,000 shares of voting Series A Preferred Stock issued and outstanding as of
September 11, 2018.
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ACTIONS
TO BE TAKEN
The
Actions will become effective on the date that we file a Certificate of Amendment to the Company’s Articles of Incorporation,
as amended, (the “
Amendment
”), with the State of Nevada. We intend to file the Amendment with the State of
Nevada promptly after the twentieth (20
th
) day following the date on which this Information Statement is mailed to
the Shareholders.
INCREASE
AUTHORIZED SHARES OF COMMON STOCK
The number of authorized shares of capital
stock of the Company will be increased to six billion ten million (6,010,000,000), of which six billion (6,000,000,000)
shall be authorized as shares of Common Stock and ten million (10,000,000) shall be authorized as shares of Preferred Stock of
the Company. The Board of Directors believes the Authorized Increase is necessary and advisable in order to maintain our financing
and capital raising ability.
The
purpose of the Authorized Increase is to increase the number of shares of our Common Stock available for issuance to investors
who agree to provide the Company with the funding it requires to continue its operations, and/or to persons in connection with
potential acquisition transactions, warrant or option exercises and other transactions under which our Board of Directors may
determine is in the best interest of the Company and our Shareholders to issue shares of Common Stock.
The
increase in authorized Common Stock will not have any immediate effect on the rights of existing Shareholders, but may have a
dilutive effect our existing Shareholders if additional shares are issued.
We
are not increasing our authorized Common Stock to construct or enable any anti-takeover defense or mechanism on behalf of the
Company. While it is possible that management could use the additional shares of Common Stock to resist or frustrate a third-party
transaction providing an above-market premium that is favored by a majority of the independent Shareholders, we have no intent
or plan to employ the additional unissued authorized shares as an anti-takeover device.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September
11, 2018 by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us
to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed
below possess sole voting and investment power with respect to the shares they own. As of September 11, 2018, we had 560,264,466
shares of common stock issued and outstanding.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which
a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right
to acquire within sixty (60) days of September 11, 2018 through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment
power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that
person or entity, and the address of each of the stockholders listed below is: c/o Liberated Solutions, Inc.
Title of Class
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Name and Address
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Number
of Shares
Beneficially Owned
(1)
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Percent of Class
(2)
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Common Stock
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Brian Conway
(3)
15 Elvis Boulevard
Chester, NY 10918
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1,429
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>1
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%
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Jay Silverman
(4)
15 Elvis Boulevard
Chester, NY 10918
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715
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>1
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%
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All Officers and Directors as a group
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2,144
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>
1
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%
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(1)
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The
number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has sole or shared voting power or investment power and also any shares which the individual has the
right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have
sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to
community property laws where applicable and the information contained in the footnotes to this table.
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(2)
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Based
on 560,264,466 shares of common stock issued and outstanding as of September 11, 2018.
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(3)
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Brian
Conway is the Company’s President CEO, CFO, Secretary, Treasurer, and Director.
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(4)
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Director
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REGULATORY
REQUIREMENTS
To
our knowledge, the only required regulatory or governmental approval or filings necessary in connection with the Name Change would
be the filing of the Amendment to the Articles of Incorporation, with the Secretary of State of the State of Nevada.
EFFECTS
ON INDIVIDUAL SHAREHOLDERS
If
we implement the Authorized Increase we do not anticipate any immediate effect on individual shareholders, but may have a dilutive
effect our existing Shareholders if additional shares are issued.
RIGHTS
OF SHAREHOLDERS
If
we implement the Authorized Increase, the rights pertaining to the outstanding shares of our Common Stock would be unchanged after
the Authorized Increase. Each share of our Common Stock issued following the Authorized Increase would be fully paid and non-assessable.
Registration
under the Securities Exchange Act of 1934
Our
Common Stock is currently registered under the Exchange Act. As a result, we are subject to the periodic reporting and other requirements
of the Exchange Act. The Authorized Increase would not affect the registration of our Common Stock under the Exchange Act.
Interest
of Certain Persons In Matters to be Acted Upon
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any
other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described
herein, which is not shared by all other stockholders pro-rata, and in accordance with their respective interests. Our majority
shareholder is also our chief executive officer and director and has the ability to determine all matters submitted to the vote
of our shareholders including the election of directors.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively,
with the Securities and Exchange Commission (the “
SEC
”). Reports and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, information statements and other information regarding issuers that file electronically with the SEC through
the Electronic Data Gathering, Analysis and Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1)
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Annual
Report on Form 10-K for the fiscal year ended September 30, 2017;
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(2)
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Quarterly
Report of Form 10-Q for the quarter ended June 30, 2018
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You
may request a copy of these filings, at no cost, by writing Liberated Solutions, Inc., 17701 East 36
th
Street Ct. South,
Independence, MO 64055, or telephoning the Company at 845-610-3817. Any statement contained in a document that is incorporated
by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement
(or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such
previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as
so modified or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to the Company at 2028 E. Ben White Blvd., Suite 240-2835, Austin, Texas, 78741, or telephoning the
Company at (866) 204-6703.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with
the Name Change pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By
Order of the Board of Directors
/s/
Brian Conway
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Dated:
September ____, 2018
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