Ngen Technologies Holdings Corp. (fka NGRP)

[Carini]

*Facepalm* indeed. That’s how I felt too the last 4 times you suddenly “discovered” a large debt note that you had previously missed disclosing. Let me explain….

Let’s start with the notes you listed in the 10-Q for the period ending 3/31/15, filed on 5/20/15:

JMJ $155,000 total on 9/4/13 note
LG $25,000 on 11/27/13 note
GEL $35,000 on 12/2/13 note
LG $30,000 on 3/14/14 note
Union $30,000 on 3/17/14 note
GEL $35,000 on 3/19/14 note
LG $25,000 on 6/2/14 note
GEL $35,000 on 6/10/14 note
LG $26,500 on 7/17/14 note
Union $25,000 on 7/17/14 note
Keener $59,000 on 1/11/15 note
Keener $27,000 on 3/4/15 note
Naidich Warman $30,000 on 3/27/15 note

Now let’s go through your posts.

After a rough month of nonstop conversions, on June 16 you posted that

JMJ, Union, and Gel done - LG has $10k remaining and another note that doesn't convert for 4 months (hope to pay that back).

Waiting on balance from Eastmore

Odd, I don’t see “Eastmore” listed anywhere in the above notes. But we let it go because, hey, JMJ, Union and Gel were done and LG had $10k left to convert and another that couldn’t convert until September.

So at that point, based on your post, we believed that there were 6 notes remaining:

1) LG $10,000 on 11/27/13 note
2) LG $??? Convertible in “4 months”
3) Keener $59,000 on 1/11/15 note
4) Keener $27,000 on 3/4/15 note
5) Naidich Warman $30,000 on 3/27/15 note
6) Eastmore (?)

Another rough month went by, conversions continued.

Then on July 21 you posted regarding the converter:

Just received their 3rd conversion notice since last Thursday. I feared they would beat us up over months but you are correct - they're slamming out of their position. Today's notice shows @ $32k balance on the $64k note. At this rate they'll be done in a week and hopefully...pressure is off our stock.

This isn't Keener by the way - JMJ's convertible notes are done. This is KBM.

Ummmmm… okay. Who the heck is KBM? Odd, I don’t see “KBM” listed anywhere in the filings either. What gives?

But at least we knew that Keener = JMJ, and their "convertible notes are done," which left the remaining notes from the filing, and the surprise KBM note, as:

1) LG $10,000 on 11/27/13 note
2) LG $??? Convertible in “4 months”
3) Naidich Warman $30,000 on 3/27/15 note
4) KBM $???

But later that same day, you posted again:

Just to clarify:

JMJ does have a note left, but it does not convert until Sept - plenty of time to pay it back with what we have planned by then, and it's small.

KBM has a $64k note we couldn't make a deal happen with and it's converted hard the past few days. $32k left, that's half sold in days. At this rate I expect they just want out ASAP which will end the selling pressure from notes.

LG Capital, who were VERY cool with LIBE over the past two years (we hit .39 while they were converting, and went over .20 a few times with an avg low of .16, and never beat us up with reserve demands and penalties) want to discuss a credit line, becoming our sole lender next week. We'll need a credit line for one of our acquisitions to continue business under Liberated. We may never have to draw down on it, but it would be good to have just in case. LG bought the Eastmore note for us as a sign of good faith to do business and are not converting it.

We have so many orders pending that it looks like money should not be a problem again - IMO

So, setting aside your comment about all the orders pending and money "not be[ing] a problem again," in the same day you said that “JMJ’s convertible notes are done” and then followed that up with “JMJ does have a note left, but it does not convert until September.”

Okay, so that must have been the 3/4/15 note. So with the new info above, lets go back and revise our list of the remaining notes as we were led to believe existed at that time, which gave us 6 again:

1) LG#1 $10,000 on 11/27/13 note
2) LG#2 $??? Convertible in “4 months”
3) LG#3 $??? (the former Eastmore note)
4) JMJ/Keener $27,000 on 3/4/15 note, convertible in September
5) KBM $32,000 (not in 10-Q)
6) Naidich Warman $30,000 on 3/27/15 note

At the time I was a little troubled by the lack of disclosure for the Eastmore and KBM note, and I let you know that:

Carini
Tuesday, 07/21/15 01:42:49 PM

No offense, Mr. Winters, but I have been a big supporter here and I find it a little troubling that we are now learning about a second large convertible note that was not disclosed in the most recent 10-Q (nowhere in that filing are the words "Eastmore" or "KBM" to be found).

Are you saying that as of May 20, 2015, those notes did not exist? If they did, why were they not disclosed?

You responded that:

I've passed these questions on to the attorney and CPA. If there was an omission it certainly wasn't intended, as I've been posting note details here all along. Hopefully it's just been overlooked somewhere in the filing.

Did they ever get back to you? Just asking.

In any case, the next day, you posted again:

1 - JSJ is wrapping up/ wrapped up - I have to check as I haven't heard from them in months. That leaves just the current KBM I just posted about.

2 - No more should convert before September

3 - The goal is to buy back the two before conversion in September.

Okay, let me see if I have this right. It’s July 22, and KBM is the only note we have to worry about until September, when there are two notes that can convert (presumably besides LG’s notes, meaning that the JMJ/Keener note and the Naidich Warman notes were the remaining September notes).

Okay, so then we all got excited for August, as the KBM note, the “only note” we had to worry about, was almost done. I had been meticulously tracking it for weeks, confirmed by your updates, and Doc had been buying shares like crazy (like, literally). Then August rolls around and, out of nowhere, 90MM shares hit the bid and drop the stock to a new low of .0003. Nobody knows what is going on. Then you posted:

Winters
Wednesday, 08/05/15 03:27:01 PM

I'm here - to much to read back thru. Here's what I do know:

KBM filed their last conversion yesterday. There's roughly 1.2 billion outstanding atm. I have not issued any shares outside of notes, but we did promise 25 million restricted to Voiceflix which have yet to be issued.

LG has not submitted any new conversions the past few weeks.

I did find issuance for Catherine Evans for 90 million shares. This stems from legal work owed from a note with Frank Pringle dated October 8, 2013. I'm in contact with her now trying to work this out. They converted directly thru the TA on the 23rd.

Oh, well that explains it. The classic note-in-a-shoebox tale leading to a THIRD undisclosed note hitting. But it was done, over right? So KBM was done, LG wasn’t converting, and the Evans note was just a fluke. Room to run, right? But what about September?

Winters
Wednesday, 08/05/15 04:33:14 PM

Hopefully LG steps up to prevent a September storm. Though those notes are nothing compared to what we just endured.

Okay, so, notes are done for a month, LG is hopefully going to buy out the rest to prevent mass dilution in September, and even if it doesn't they aren't that bad, so we’re good to go!

And then, on August 11, again out of the blue, 250 MILLION shares hit the bid and took the stock to .0001. WTF? I don’t think we ever got an explanation for that.

But the month rolled on, and we were halfway to September. What about those looming notes?

Winters
Friday, 08/14/15 02:18:44 PM

I have a call Monday to address notes. Showing a $12k that ran out of reserve, $30k for Sept, and waiting on balance from JMJ for Sept but they convert at a % of volume, they don't "become the volume" like others.

I can't offer any professional/ official insight to VFIN, not being a CFA, but if I had to guess - I know Vis Vires likes their notes at @ .0001 because they can get guaranteed returns, based off of a quote from their CEO months ago (I took it as jest back then as we were nowhere near that low).

IMO I don't think there's much there as they keep moving up when serious buys come in, I'd guess to say they're there to keep the scare on so they're closer to a bigger flip if and when they can convert.

Now, I asked them for an offer and that's the number they came back with. I'm working with LG and another private investor to try to cover that note. Working on it now. Based on the last bit of trading a note with their sister company KBM, if they were to convert I'd imagine it will look a lot like last month - the whole nut in 1-2 days. If we can't buy it back, then I believe that's what we're looking at - few days and then clear skies.

Wait a minute, who is “Vis Vires”? They weren’t in the last filing either! So now we have Eastmore, KBM, Catherine Evans, and Vis Vires all converting or threatening to convert, and not one of those names had appeared in the 10-Q. Something smelled. But you didn't mention Ms. Evans here so presumably she is done?

Jeez, okay, let’s go back to our list, minus KBM now, which gives us 7 notes:

1) LG#1 $10,000 on 11/27/13 note
2) LG#2 $??? Convertible in “4 months”
3) LG#3 $??? (the former Eastmore note)
4) JMJ/Keener $27,000 on 3/4/15 note, convertible in September
5) Naidich Warman $30,000 on 3/27/15 note
6) Vis Vires (is this actually #5?)
7) “A $12k that ran out of reserve”

Confusing to say the least, but fortunately, on August 19, the next (and most recent) 10-Q was filed, and it disclosed the following 7 notes:

1) JSJ $60,000 for 10/8/14 note (not in last filing), balance $12,780
2) LG $31,500 on 4/20/15 note, balance $22,000
3) LG $22,000 on 4/28/15 note, balance $31,500 (are these two a typo?)
4) VIS VIRES $33,000 for 3/12/15 note (not listed in last filing)
5) STC (LG Partner) $22,000 on 4/28/15 note
6) KMB Capital $64,000 on 12/10/14 note
7) Catherine Evans $75,000 on 10/13/13 note, balance $7400

Ah, okay, so there was ANOTHER previously undisclosed note (the FOURTH) from 10/8/14, that had a $12,780 balance on it. Plus two LG notes that were listed, one for $31k that had a $22k balance on it, and one for $22k that had a $31k balance on it. (I still don’t know what that means.) And I guess Ms. Evans did still have some debt left, equivalent to about 150MM shares at the price then. And there’s Vis Vires, which must have been the Naidich Warman note, and another LG-partner note. And good old KBM (which was paid).

So, the notes still left to convert as of August 20 were:

1) JSJ $12,780
2) LG $22,000
3) LG $31,500
4) VIS VIRES $33,000
5) STC (LG Partner) $22,000
6) Catherine Evans $7400

But who cared right, because at the turn of September, DOC BOUGHT OUT THE REMAINING DEBT WOO HOO!!! (And this was all after he had already bought like 100MM shares in August. Imagine if he hadn’t been there to soak up all that dilution.) Specifically, on September 1, we were psyched to hear:

Winters
Tuesday, 09/01/15 11:11:48 AM

There are currently no plans for a reverse split.

All notes with KBM and Vis Vires have been fully paid off. Both companies commonly known as Asher, have had their reserves released back to treasury.

So now where did we stand with KBM and Vis Vires done (wasn’t KBM done awhile ago though?):

1) JSJ $12,780
2) LG $22,000
3) LG $31,500
5) STC (LG Partner) $22,000
6) Catherine Evans $7400

Oh but wait, on September 2 you let us know that LG didn’t actually buy out all of Eastmore’s shares, and in fact

Eastmore Capital, LLC has 34,131,784 shares - they sent in notice to the TA for them last night. It's what they had leftover when LG bought the note.

Well what's 34MM additional shares between friends, right? Not that bad. We were going to be okay! The September notes had been bought out and, as you yourself said, “then clear skies”!!!

But lo and behold, on September 3 there were 317MM shares dumped into the bid, taking it to new lows that it has never recovered from. WTF?

People were understandably upset, after having been led to believe that the only debt left was in friendly LG’s hands. So where were all these shares coming from?

You came on the board and made a few posts, said nothing about what notes were left, got defensive that people were upset, and then went silent for over a month.

And that month of silence (September) was a bloodbath (9/18 saw 200MM shares dumped, 9/25 another 100MM, and 9/29, WTF, saw 531MM shares in volume). Presumably, I hope, JSJ and Ms. Evans cashed out their remaining debt. Converting at .00005 that debt would represent about 400MM shares.

That would leave us with:

1) LG $22,000
2) LG $31,500
3) STC (LG Partner) $22,000

But where were all those other shares coming from? Did you not bother to tell us that our friend “LG” was converting its debt after all, and heavily? Especially once October rolled around, and 10/1 saw 355MM shares traded at .0001, and 10/2 another 150MM, and then a few more heavy days and then the volume pretty much dried up. Where was Winters with his transparent updates on conversions?

And then on October 7 you came back, and posted that

I never said the notes were done. I've stated very clearly there would be conversions in September. I have PR'd what notes have been retired/ paid off. I'm not taking in new notes either, nor have I held serious discussion regarding a reverse.

Yes but according to all the above, those September notes were what Doc bought out, no? So WHO WAS CONVERTING ALL SEPTEMBER? If you have "PR’d what notes have been completed," and you’re "not taking in new notes," then it must be one of the LG notes right?

But then on October 9 you posted:

Note holders never want more than 4.9% at any given time because that would make them an affiliate which would limit what they can sell (I believe an affiliate/insider can only sell 1% every 90 days). It's also why they take huge reserves knowing they can't just convert all at once.

So often the aggressive ones (like KBM) convert up to 4.9 and sell as fast as they can, converting as fast as they can. We're seeing that now with Tonaquint/JSJ. Both have given me settlement numbers this week (the only positive development out of our no-bid status atm) which I'm taking to LG on Tuesday.

Wait, WHAT??? Tonaquint/JSJ is STILL converting notes? WHAT NOTES? Where were these discussed or disclosed? And it sounds like this is not one but TWO notes???? Seriously dude?

And now we hear that you are STILL working with LG to buy out the "last" of the notes, just like you were in July and August. But "as you hoped for 10 months ago," the PPS is thankfully now at .0001 so you can negotiate. Unfortunately the O/S is now at 2.5 Billion shares with tons of those in flippers hands that will likely make it impossible to ever get the PPS back above .0002 without a R/S, in my opinion at least. Especially if you now have to take on more debt just to get the filings done. I'm sure all those notes will be in the filings, right?

In sum, your “transparency” on debt has been a farce, Brian. At best you seem to have had no idea what has been going on with your own company for the past year, and at worst you intentionally misled shareholders to get them to pay off your debt. Actually, I'm not entirely sure which one is worse to be honest.

So maybe try one more time to just answer a simple question:

What are ALL of the the current debt notes out there against LIBE, their amounts, and the dates upon which they can convert?

To date, you have failed in all your postings and both of your last quarterly reports to the SEC to accurately answer that question.
So I’ll just close by reminding you what you certified in those filings and leave it at that

_______________________________________
I, Brian Conway, certify that:

1. I has reviewed this quarterly report on Form 10-Q of Liberated Energy, Inc, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements are made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; ...

/s/ Brian Conway
Brian Conway Chief Executive Officer
Chief Financial Officer
________________________________________

*facepalm*