Ngen Technologies 8-K/A Entry into a Material Definitive Agreement

Liberated Solutions Inc. and

Ngen Technologies USA Corp.

Pro Forma Financial Statements (unaudited)

As of December 31, 2018

and for the Six months ended June 30, 2019

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Pro Forma Consolidated Financial Statements:
Pro Forma Consolidated Balance Sheet as of December 31, 2018 (unaudited)	3
Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2019 (unaudited)	4
Notes to Pro Forma Consolidated Financial Statements (unaudited)	5

Liberated Solutions Inc. and Ngen Technologies USA Corp.

Proforma Balance Sheets as of December 31, 2018 (unaudited)

													PROFORMA
	LIBERATED HISTORICAL			NGEN HISTORICAL			PROFORMA ADJUSTMENTS			COMBINED			ADJUSTMENT #
ASSETS
CURRENT ASSETS:
CASH		44			3,721,784						3,721,828
ACCOUNTS RECEIVABLE		0			1,057,693						1,057,693
INVENTORIES		0			1,739,722						1,739,722
TOTAL CURRENT ASSETS		44			6,519,199			0			6,519,243
NON-CURRENT ASSETS:
PROPERTY AND EQUIPMENT		0			5,020,003						5,020,003
INVESTMENT		0			114,309						114,309
OTHER ASSETS		0			107,352						107,352
TOTAL NON-CURRENT ASSETS		0			5,241,664			0			5,241,664
TOTAL ASSESTS		44			11,760,863			0			11,760,907
LIABILITIES AND STOCKHOLDERS’ EQUITY
ACCOUNTS PAYABLE & ACCRUED EXPENSES		91,435			1,933,036						2,024,471
CONVERTIBLE NOTES PAYABLE		570,355			0						570,355
BORROWINGS FROM SHAREHOLDER		0			10,207,353						10,207,353
DEFERRED REVENUE		5,000			0						5,000
TOTAL CURRENT LIABILITIES		666,790			12,140,389			0			12,807,179
STOCKHOLDERS’ EQUITY (DEFICIT):
PREFERRED SHARES, SERIES A, PAR VALUE $0.001, 100,000,000 AUTHORIZED, 10,000,000 ISSUED AND OUTSTANDING		10,000			0			(10,000	)		0		1
PREFERRED SHARES, SERIES X, PAR VALUE $0.001, 1,000,000 ISSUED AND OUTSTANDING		0			0			1,000			1,000		2
COMMON STOCK, PAR VALUE $0.001, AUTHORIZED 2,000,000,000, ISSUES AND OUTSTANDING 1,598,052,555		1,598,051			0			69,615			1,667,666		3
COMMON STOCK, NO PAR VALUE, 10,000,000 SHARES AUTHORIZED, ISSUED, AND OUTSTANDING		0			0						0
ADDITIONAL PAID-IN CAPITAL		1,680,333			29,819			(4,015,745	)		(2,305,593	)	4
OTHER COMPREHENSIVE INCOME (LOSS)		0			(55,067	)					(55,067	)
ACCUMULATED DEFICIT		(3,955,130	)		(354,278	)		3,955,130			(354,278	)	4
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(666,746	)		(379,526	)		0			(1,046,272	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		44			11,760,863			0			11,760,907

See accompanying notes to unaudited consolidated financial statements.

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Liberated Solutions Inc. and Ngen Technologies USA Corp.

Proforma Income Statement Six Month June 30, 2019 (unaudited)

												PROFORMA
	LIBERATED HISTORICAL			NGEN HISTORICAL			PROFORMA ADJUSTMENTS		COMBINED			ADJUSTMENT #
NET SALES		0			92,692,830					92,692,830
COST OF SALES		0			86,445,546					86,445,546
GROSS PROFIT		0			6,247,284			0		6,247,284
OPERATING EXPENSES:
SALES AND MARKETING		0			62,120					62,120
RESEARCH AND DEVELOPMENT		0			231,366					231,366
GENERAL AND ADMINISTRATIVE		208,407			1,199,137					1,407,544
TOTAL OPERATING EXPENSES		208,407			1,492,623			0		1,701,030
INCOME (LOSS) FROM OPERATIONS		(208,407	)		4,754,661			0		4,546,254
OTHER INCOME (EXPENSE):
INTEREST INCOME		0			10,198					10,198
INTEREST EXPENSE		(32,254	)		28,320					(3,934	)
MISCELLANEOUS INCOME (EXPENSE), NET		5,000			(14,160	)				(9,160	)
TOTAL OTHER INCOME (EXPENSE), NET		(27,254	)		24,358			0		(2,896	)
INCOME (LOSS) BEFORE LOSS FROM EQUITY INVESTMENT AND INCOME TAX PROVISION		(235,661	)		4,779,019			0		4,543,358
INCOME FROM EQUITY INVESTMENT		0			10,980			0		10,980
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(235,661	)		4,789,999			0		4,554,338
PROVISION FOR INCOME TAXES		0			63,588			0		63,588
NET INCOME (LOSS)		(235,661	)		4,726,411			0		4,490,750
COMPREHENSIVE INCOME STATEMENT:
NET INCOME (LOSS)		(235,661	)		4,726,411			0		4,490,750
FOREIGN CURRENCY TRANSLATION INCOME		0			49,783			0		49,783
TOTAL COMPREHENSIVE INCOME (LOSS)		(235,661	)		4,776,194			0		4,540,533
EARNINGS PER SHARE - BASIC		(0.000	)							0.002
EARNINGS PER SHARE - FULLY DILUTED		(0.000	)							0.000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
BASIC		2,121,993,006								2,121,993,006
FULLY DILUTED		N/A						12,121,993,006		12,121,993,006		5

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LIBERATED SOLUTIONS INC. AND NGEN TECHNOLOGIES USA, CORP.

Notes to Pro forma Consolidated Financial Statements

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

On August 15, 2019 a director and officer of Liberated Solution Inc. (LIBE) and Brian Conway, entered into a Stock Purchase Agreement with Ngen Technologies USA, Corp (NGEN) Under the Purchase Agreement, NGEN through Broken Circuit Technologies agreed to purchase from Mr. Conway, and Mr. Conway agreed to sell 1,000,000 shares of Series X Convertible Preferred Stock, par value $0.001 per share in three closings. The First Closing occurred on the Effective Date, and Broken Circuit purchased 500,000 shares of Series X Preferred Stock from Mr. Conway for a cash purchase of $50,000. The Second Closing occurred on August 20, 2019. Pursuant to the terms of the Purchase Agreement, Broken Circuit acquired another 250,000 shares of Series X Stock from Mr. Conway. The Second Closing occurred approximately 10 days after our 14F-1 Information Statement was filed and disseminated. A complete description of the rights and preferences of the Series X Preferred Stock is contained in our Form 8-K filed on August 20, 2019. With the satisfaction of the Purchase Agreement, certain of which required that LIBE expand the size of the Board by two (2) persons pursuant to the bylaws, (ii) all of our current officers and directors except for Jay Silverman resigned from the Board and from all positions as officers of the Company effective with the Second Closing. The final closing became effective with the payment of $25,000 for the remaining 250,000 shares of Series X Convertible Preferred with the filing of our 8K on September 16, 2019 whereby LIBE named its new board and management team.

The accompanying unaudited consolidated pro forma financial information presents the accounts of LIBE and NGEN as if the Merger occurred June 30, 2019. The accompanying pro forma consolidated statement of operations presents the accounts of LIBE and NGEN for the six months ended June 30, 2019 and the years ended December 31, 2018 for NGEN and September 30, 2018 for LIBE as if the Merger occurred on January 1, 2018.

The following adjustments and recordings were required when the acquisition occurred as indicated above:

To record the removal of the accumulated deficit of LIBE as the transaction is recorded as a reverse merger. The exchange of shares with Ngen Technologies was accounted for as a reverse acquisition under the purchase method of accounting since Ngen obtained control of LIBE. Accordingly, the merger of Ngen into LIBE was recorded as a recapitalization of Ngen with Ngen being treated as the continuing entity. therefore past performance of LIBE was discounted from the proforma adjustments of both entities

The unaudited consolidated pro forma financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and do not purport to represent what the company’s actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

NOTE 2 – PROFORMA ADJUSTMENTS

Proforma adjustments explained:

NUMBERS:
1	Series A Preferred Stock redeemed by Company.
2	1,000,000 shares of Series X Preferred Stock issued.
3	69,614,937 shares issued to Brian Conway on September 16, 2019 pursuant to the closing of the Exchange Agreement.
4	Re-Capitalization of Equity.
5	Includes 10,000,000,000 convertible shares included in Series X Preferred Stock.

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