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 March 31,September 30, 2019

or

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number000-55177

LIBERATED SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

972-663-9483

(Registrant’s telephone number including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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 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 [  ] No

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

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: 3,095,405,3743,563,686,977 shares of common stock issued and outstanding as of May 10,November 7, 2019.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This reportQuarterly 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 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, INCINC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

LIBERATED SOLUTIONS, INCINC. AND SUBSIDIARIES

CONSOLDIATED STATEMENTS OF OPERATIONS

FOR THE THREEAND SIX MONTHS ENDED MARCH 31,

(UNAUDITED)(Unaudited)

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

LIBERATED SOLUTIONS, INCINC. AND SUBSIDIARIES

STATEMENTSCONSOLIDATED STATEMENT OF CASH FLOWSSHAREHOLDERS’ DEFICIT

FOR THE SIXTHREE AND NINE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2019 AND 2018

(Unaudited)

(Restated)

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

LIBERATED SOLUTIONS, INCINC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

LIBERATED SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASISOF PRESENTATION AND ORGANIZATION

The Go Eco Group (formally Liberated Energy),Solutions, Inc. (the “Company”), formerly known as was incorporated in Nevada on September 14, 2010 under the name Mega World Food Holdings Company is a Nevada corporation formed on September 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 (representing 98% of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding sharesshares) 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 from the Company’s shareholders.had 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 underwenteffected a 24 for 124-for-1 stock split, wherebypursuant 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-ownedwholly owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on JuneSeptember 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China.2010. 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 January 19, 2013, the Company’s business is the sale of alternative energy products and services.

On February 4, 2015, the Company increased their number ofits authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

On July 6, 2016, the Company adoptedeffected a 1-for-3,500 reverse split of the Company’s common stock.

On September 14, 2016, the Company entered into an agreement with Ron Knori, (Kroni) Ownerowner of EcoCab Portland, LLC by(“EcoCab”), pursuant to which the Company willwould acquire all outstanding ECGLLCEcoCab 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 andAs of September 30, 2019, the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein hashad not been completed as of the date of this reportclosed, and there iscan be no assurance that the transaction will ever be completed and theclose. The Company is contemplating rescinding the agreement and initiating suit against Mr. Knori.

On January 27, 2017, the Company reduced thedecreased its authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed theits name from Liberated Energy, Inc to The Go Eco Group.

On March 6, 2017, the Company terminated the agreements with RonMr. Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which the Company alleges were perpetrated by RonMr. Knori individually and in his capacity as manager of EcoCab.

On December 31, 201726, 2018, the Company increased its authorized shares of common stock to 6,000,000,000 from 2,000,000,000.

On August 22, 2019, the Company entered into an Exchange Agreement with Clifford Rhee, a joint venture agreementshareholder of Ngen Technologies USA Corp, (“Ngen”), Edward Carter, a shareholder of Ngen, Peter Zimeri, a shareholder of Ngen (collectively with Messrs. Rhee and Carter, the “Shareholders”), and Brian Conway, the former CEO of the Company, pursuant to sell products produced bywhich the parties agreed that Ngen would become a wholly owned subsidiary of 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.

The Company will hold a 65%acquired from the Shareholders all of the common membership intereststock of Ngen in exchange for $100 in consideration. The joint venture was terminated.the issuance to the Shareholders of 250,000 shares of Series X preferred stock of the Company, apportioned as follows:

Ngen was incorporated in Texas on January 19, 2015 as “Ngen Technologies, Inc”. On December 26, 2018January 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 filed an amendment with the Secretary of State of Nevada increasing the authorized shares to 6,000,000,000 from 2,000,000,000 shares of common stock with a par value of $0.001. The authorized shares of preferred shares remained at 10,000,000 with a par value of $0.001going 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.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 six monthsnine month periods ended March 31, ,September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30,December 31, 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 year-endthe fiscal year ended September 30, 2018.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company has a negative working capital of $674,006 and an accumulated deficit of $4,042,602 as of March 31, 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.

NOTE 32 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of AccountingPresentation

The Company maintainsconsolidated financial statements include the accounts of Ngen and its bookswholly owned subsidiary, Ngen Korea. All intercompany accounts, transactions, and records on the accrual basis of accounting.profits have been eliminated upon consolidation. The accompanying consolidated financial statements have been prepared on that basis,and the notes hereto are reported in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.U.S. Dollars.

Use of Estimates

The presentationpreparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of AmericaGAAP 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 revenuesrevenue 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 purpose of the statement of cash flows, cashThe Company considers all deposits with financial institutions and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturityoriginal maturities of three months or less from the date of purchase.to be cash equivalents. There were no cash equivalents at September 30, 2019 and 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 short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

Net Loss per Common Share

The Company computes per share amountsrecords its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstandingprincipal or most advantageous market for the period. Diluted EPS isasset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs.

The standard describes a fair value hierarchy based on three levels of inputs, of which the weighted-average number of shares of common stockfirst two are considered observable and common stock equivalents outstanding during the periods.last unobservable, that may be used to measure fair value which are the following:

Stock-Based CompensationLevel 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 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.

As of September 30, 2019 and 2018, the Company believes that the carrying value of cash, account receivables, accounts payable, accrued expenses, and other current assets and liabilities approximate fair value due to the short maturity of theses financial instruments. The consolidated financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis.

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimatealso has financial instruments classified within the fair value of stock using the stock price on datehierarchy, which consists of the approval offollowing:

● Investments in privately-held companies, where quoted market prices are not available, accounted for as available-for-sale securities, classified as Level 3 within the award. The fair value is then expensed overhierarchy, and are recorded as an asset on the requisite service periods of the awards, which is generally the date at which the counterparty’s performance is complete and the related amount recognized in our statements of operations.consolidated balance sheet.

Revenue and Cost Recognition

The Company did not generate revenue during the three and six months periods ended March 31, 2019 and 2018 periods. It is the Company’s policy that 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 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 nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was 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.

Income Taxes

The Company utilizes ASC 740, “Income Taxes”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 income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company’s results of operations or financial condition.

NOTE 4 – FAIR VALUE MEASUREMENTSSegment Reporting

FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer has been identified as the chief decision maker.

As defined in (Financial Accounting Standards Board ASC 820), fair value ispart of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants atrevenue recognition reporting, the measurement date (exit price).Company reports revenue by geographic area. The Company utilizedsells its products on a worldwide basis. During the market data of similar entities in its industry or assumptions that market participants would use in pricingnine month periods ended September 30, 2019 and 2018, the asset or liability, including assumptions about risk and the risks inherentCompany’s revenue resulted 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).following amounts geographically:

The Company’s financial instruments consistConcentration of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.Credit Risk

Financial assetsinstruments that potentially subject the Company to concentrations of credit risk are accounts receivable and liabilities recorded at fair value in our condensed consolidated balance sheets are categorizedother receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectable accounts and, as 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 marketsconsequence, believes 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 hierarchyits accounts receivable related credit risk exposure beyond such allowance is based upon the lowest level of input that is significant to the fair value measurement.limited.

NOTE 5-3- EQUITY

Common Stock

During the sixnine months ended March 31,September 30, 2018, the Company issued 103,141,535543,089,675 shares of common stock with a value of $340,962$898,750 for convertible debt and accrued interest.

During the sixnine months ended March 31,September 30, 2018, the Company issued 22,920,00034,220,000 shares of common stock with a value of $345,224$352,604 for services.

During the sixnine months ended March 31, 2019September 30, 2018, the Company issued 2,317,749,58634,967,557 shares of common stock with a value of $188,652$40,074 for the conversion of cashless warrants.

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

During the nine months ended September 30, 2019, the Company retired 151,674,800 shares of common stock at par valued at $151,675.

On September 16, 2019, the Company issued 69,614,937 shares of common stock (representing 2% of the outstanding shares) to a former officer and director as part of the Exchange Agreement.

PreferredStock

On February 2, 2015, the Company issued 10,000,000 shares of Series A Preferred Stockpreferred stock to an officer and director of the Company. Each share of seriesSeries 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 6–5– CONVERTIBLE DEBT

LG Capital Funding

On July 13, 2015, the Company issued a Convertible Note to LG CAPITAL FUNDING,Capital Funding, LLC (“LG Capital”), to replace the $41,400 convertible note issued to Eastmore CapitalCapital. The note maturesmatured 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, LG Capital’s lawsuit claims the Company issued a Convertible Note to LG CAPITAL FUNDING, LLC (“LG Capital”)Capital for a principlethe principal amount of $27,500 with an interest rate of 8% per annum. The note maturesmatured 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 FUNDING, LLC (“LG Capital”)Capital for a principlethe principal amount of $27,000 with an interest rate of 8% per annum. The note maturesmatured 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 Funding, LP for a principlethe principal amount of $18,000 with an interest rate of 12% per annum. The note maturesmatured 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 Funding, LP for a principlethe principal amount of $17,000 with an interest rate of 12% per annum. The note maturesmatured 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. 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.

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$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 Managementmanagement 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 March 31,September 30, 2019 is $121,802$304,935 plus accrued interest of $32,523.$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 maturesmatured 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 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 maturesmatured on November 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 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 maturesmatured 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 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 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 maturesmatured 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 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 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 maturesmatured 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 maturesmatured 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 March 31,September 30, 2019, the Company owed Power Up lending $40,540$7,820 in principal and $10,456$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 maturesmatured 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 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 maturesmatured 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 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 maturesmatured 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 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 maturesmatured 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 March 31,September 30, 2019, the Company owed Crown Bridge Partners $47,036$47,026 in principal and approximately $5,879$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 maturesmatured 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 maturesmatured on August 9, 2019. 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.

As of March 31,September 30, 2019, the Company owed More Capital principal of $plus interest of $1,893.25. As of March 31, 2019, the Company owed More Capital principal of $106,409$98,825 plus interest of $3,781.$8,722.

Redstart Holdings Corp.

On December 20,2018, the Company issued a Convertible Note to Redstart Holdings CorpCorp. (“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 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 common stock for the 10 days prior to the conversion.

As of March 31,September 30, 2018, the Company owes the note holder $14,000Redstart $64,000 plus interest of $280.$2,184.

Management has reviewedOn September 16, 2019, the termsfollowing notes were assigned to the Company as part of the reverse merger with Ngen:

As of September 30, 2019, the Company owes convertible instrumentsnote 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 determinesell 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:

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 value. After reviewingvalues due to the characteristic andnature or duration of these instruments.

The following table represents 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 thatchange in the fair value of the notes is equal to their face value.derivative liabilities during the nine months ended September, 2019:

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

Note 7 -NOTE 7- LITIGATION

On September 15, 2016,2015, 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 CompanyCompany’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 Trusteetrustee 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– COMMITMENTS AND CONTINGENCIES

On March 1, 2019 the Company signed a stock purchase agreement with CigaWatt, a Nevada corporation in which the company will purchase from certain 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 of an audit of CigaWatt prior to closing.

NOTE 9-8- SUBSEQUENT EVENT

On April 26,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 146,666,667 sharesand outstanding capital stock of common stock with a value of $8,800 for the conversion of debt.Company:

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

Go Eco Group, (formally Liberated Energy),Solutions, Inc. (the “Company”) is a Nevada corporation formed on September 14, 2011. We were incorporated as2011 under the name Mega World Food Holding Company for the purpose of selling frozen vegetable products in all areas of the world except China.Company.

On January 19, 2013, pursuant toAugust 22, 2019 (the “Effective Date”), the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Clifford Rhee, a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation,shareholder of Ngen Technologies USA Corp, a privately heldTexas corporation formed under(“Ngen”), Edward Carter, a shareholder of Ngen, Peter Zimeri, a shareholder of Ngen, and Brian Conway, the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered sharesformer CEO of the Company, pursuant to which the parties agreed that Ngen would become a wholly-owned subsidiary of the Company. Mr. Rhee, Mr. Carter and Mr. Zimeri are referred to herein collectively as the “Shareholders” and each individually as a “Shareholder.”

Among other conditions to the closing of the transactions contemplated by the Exchange Agreement (the “Closing”), the Exchange Agreement required that the Company redeem from its shareholders, thereby owning 24,500,000 outMr. Conway the 250,000 shares of Series X Convertible Preferred Stock, par value $0.001 per share of the Company (“Series X Preferred Stock”) held by Mr. Conway as of the Closing, in return for (i) the cash payment to Mr. Conway of the sum of $25,000, and (ii) the issuance to Mr. Conway of a totalnumber of 25,000,000shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), constituting 2% of the issued and outstanding shares of the Company. Thereafter,Common Stock as of the date of the closing of the transactions contemplated by the Exchange Agreement.

The Closing of the Exchange Agreement occurred on September 16, 2019. Pursuant to the terms of the Exchange Agreement, at the Closing, the Company:

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 acquired from Perpetual Wind Power Corporation its patented windagreed to allow Broken Circuit to designate Mr. Carter and solar powered turbine technology for 2,500,000 newly issued sharesMr. Rhee as the sole directors of the Company which were distributedCompany. The consummation of the Purchase Agreement occurred on August 31, 2019, and resulted in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company’s shareholders. 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 a 24 for 1 stock split, whereby the Company’s outstanding shares increased from 3,000,000 to 72,000,000.

On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

On July 6, 2016, the Company affected a 1-for-3,500 reverse split of the Company’s common stock.

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 shareschange in control of the Company with the firstappointment 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 agreement. The foregoing agreement was amended on October 11, 2016 andPurchase Agreement. As a result of these changes, the majority of the Board of Directors of the Company also entered into an Addendum tochanged, with Mr. Rhee and Mr. Carter comprising the amended agreement. The foregoing agreement and transaction described therein has not been completed asmajority of the datemembers 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.Company’s Board of Directors.

Ngen was incorporated in Texas on January 19, 2015 as “Ngen Technologies, Inc”. On January 27, 2017,2015, 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, South 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 reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.going forward.

The CompanyNgen is engaged in the business of automotive technology, biomedical technology, and glasses free 3D display technology. Through Ngen Korea, Ngen designs, develops, and sells technology that enables glasses free 3D display for use in smartphones, televisions, and tablets, which we refer to collectively as its “Glasses Free 3D Technologies.” Ngen also designs, develops, and sells automotive technologies, and has advanced Eco Cab $197,520developed a silencer/muffler system that enables greater fuel efficiency for automobiles. Through its holdings in Emotek Corporation, a Taiwan based company (“Emotek”) that is jointly-owned with Egismos Technologies Corporation, a manufacturer of laser-based light sources (“Egismos Technologies”), Ngen is also seeking to introduce innovative biomedical products, including a tumor detection scanner using laser and Micro-Electro-Mechanical Systems (MEMS).

Ngen Korea was formed on July 3, 2015 as parta wholly owned subsidiary of Ngen, and is responsible for the agreement. As the closing, has not incurred, due to the failureGlasses Free 3D Technologies and automotive segments of EcoCab meeting the agreement requirements, the Company has treated the advances as receivables due the Company with a balance due to the Company as of December 31, 2017 of $43,324.Ngen’s business.

On December 26, 2018 the Company filed an amendment with the SecretaryEmotek 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 State of Nevada increasing the authorized shares to 6,000,000,000 from 2,000,000,000 shares of common stock with a par value of $0.001. The authorized shares of preferred shares remained at 10,000,000 with a par value of $0.001Emotek.

Results of Operations

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

DuringRevenues

For the three and six nine months periods ended March 31,September 30, 2019, and 2018 the Company had no revenue.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.

Operation and Administrative ExpensesCost of Goods Sold

During Forthe three 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.

Generaland sixAdministrative Expenses

For the nine months periods ended March 31,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)

Forthe nine months ended September 30, 2019, the Company had other expense of $72,943 and $129,876$64,131,952, as compared to $421,193 and $490,017 inother income of $1,702,460 for the same period in 2018. Lower quarter costsThe increase in other expense was attributable to the significant change in the period ending March31,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 2017 was attributed to a zero stock based compensation in 2019 compared to $345,224in 2018.

OtherNet (Loss) Income (Expense)

Netloss 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 months ended September 30, 2019, 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 result of increased sales in 2019.

Cost of Goods Sold

For the three months ended September 30, 2019, the cost of goods sold was $47,850,180, as compared to cost of goods sold of $4,804,695 for the three months ended September 30, 2018.

General and sixAdministrative Expenses

For the three months periods ended March 31,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)

For the three months ended September 30, 2019, the Company had other expense for the $ 14,529 and $25,798of $56,039,441, as compared to other income of $4,762 and other expense of $24,915 in the same periods in 2018. The higher amounts in 2019 is attributable to higher interest in 2019 over the same periods in 2018.

Net Loss

The net loss for the three and six months periods ended March 31, 2019 was $87,472 and $155,674 compared to $425,955 and $514,932$242,620 for the same period in 2018, respectively.2018. The increase in loss isother expense was attributable to stock based compensationthe significant change in 2018the fair value of $345,224derivatives in 2019, due to the issuance of additional convertible debt with variable conversion of $6,398,545 at September 30, 2019, as compared to no stock based compensation$570,355 at December 31, 2018. In addition, financing costs for the three months ended September 30, 2019 increased over the same period in 2019.2018.

Net Loss

Net loss for the three months ended September 30, 2019 was $53,112,873, as compared to net loss of $209,748 for the three 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 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.

Liquidity and Capital Resources

TheAt September 30, 2019, the Company hashad current assets of $24,851$32,952,046 and current liabilities of $698,857$96,813,853, resulting in negative working capital of $674,006.$63,861,807. This compares to negative working capital of $731,983$7,4370,110 for the periodyear ended September 30,December 31, 2018. The decreaseincrease in negative working capital is attributable to March 31, 2019 is attributed to conversiona significant increase in the derivative liability of convertible debt$62,555,020 in 2019.

Funds Cashused in operating activities was $154,877$7,057,365 for the sixnine months period ended March 31,September 30, 2019, compared to funds usedcash provided by operating activities of $147,111$841,075 for the same period in 2018. The effect of the change in accounts receivable of $23,215,720 and inventory of $4,190,219, offset by accounts payable stock based compensation and accrued expensesof $14,796,794 attributed to the large change betweenin 2019, compared to the two periods.same period in 2018.

Funds Cashused in investing activities was $26,175 for the nine months ended September 30, 2019, compared to cash provided by investing activities of $398,676 for the nine months ended September 30, 2018.

Cashprovided by financing activities for the sixnine months period ended March 31,September 30, 2019 was $161,750$5,948,705, compared to $243,975$613,342 for the same period in 2019.nine months ended September 30, 2018. The Company issued $5,948,705 in convertible debt of for its financing activity in 2018 for $218,975 and $136,750the nine months ended September 30, 2019, compared to the issuance of $573,269 in 2019.the comparable period in 2018. The Company also received $25,000$40,073 for the conversion of warrants in 2017 as a loan from the newly formed joint venture. The joint venture was terminated and the amount was recorded and recorded against paid in capital in 2019.nine months ended September 30, 2018.

Off-Balance Sheet Arrangements

The Company doesAs of September 30, 2019, we did not have any relationships with un entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial arrangements.condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained 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(asprocedures (as defined in Rule 13a-15e13a-15€ under the Securities Exchange Act of 1934, theas 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 accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO /CFO do not possess accounting expertise andthe fact that 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 another accountanthire additional staff 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 six months periodthe quarter ended March 31,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

ITEM 1A: RISK FACTORS

There have been no material changesOn 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 risk factors as previously disclosedCompany 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 our most recent Form 10-K filing.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 sixnine months ended March 31,September 30, 2019, the Company issued 2,317,749,5862,047,694,285 shares of common stock with a value of $188,652$120,515 for convertible debt and accrued interest.

On September 16, 2019, the Company issued 69,614,937 shares of common stock (representing approximately 2% of the Company’s outstanding shares) to a former officer and director as part of the merger agreement.

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(2)4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereundersince, 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

* 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.

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.