UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~March~~December 316, ~~2020~~2019

NGEN TECHNOLOGIES HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-55177	27-4715504
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

5430 Lyndon B Johnson Fwy, Suite 1200, Dallas, TX		75240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 610-3817

~~Liberated Solutions, Inc.~~N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

Item 1 4.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Restructuring,~~(a) ~~Settlement~~Dismissal ~~and~~of ~~Mutual~~Independent ~~General~~Registered ~~Release~~Accounting ~~Agreement~~Firm

On April ~~March 31~~14, 2020, ~~Ngen~~Benjamin ~~Technologies~~& ~~Holdings Corp. (the “Company”) entered into that certain Restructuring~~Young, ~~Settlement~~LLP ~~and Mutual General Release Agreement~~ (~~the~~ “~~Restructuring~~Benjamin ~~Agreement~~& Young”) byresigned ~~and~~as ~~between~~ the ~~Company,~~independent ~~Ngen~~registered ~~Technologies USA Corp., a wholly owned subsidiary~~accounting firm of ~~the Company (“~~Ngen ~~Texas”), Broken Circuit~~ Technologies, ~~Inc~~Holdings Corp. (~~“Broken~~the ~~Circuit”), Carebourn Capital, LP (~~“~~CareBourn LP~~Company”),. ~~CareBourn,~~Benjamin ~~LLC~~& ~~(“CareBourn~~Young ~~LLC”),~~was ~~More~~appointed ~~Capital~~on ~~LLC~~October ~~(“More Capital”)~~2, ~~Auctus~~ ~~Fund,~~2019 ~~LLC (“Auctus”),~~ and subsequent ~~Santa~~to ~~Monica~~such ~~Venture Finance~~appointment, ~~Inc.~~did ~~(“Santa~~not ~~Monica”).~~issue ~~Broken~~any ~~Circuit is~~reports ~~49.5%~~on ~~owned by Ed Carter,~~ the Company’s ~~Chief~~financial ~~Executive~~statements. ~~Officer,~~The ~~Secretary~~disclosure ~~and sole director until April 1, 2020 (see~~included in Item 54.02 below), ~~and~~is ~~49.4%~~incorporated ~~owned~~herein by ~~Cliff Rhee, a significant stockholder of the Company~~reference. ~~Messrs. Carter and Rhee share voting and dispositive control over the Broken Circuit shares.~~

~~Pursuant to the terms of the Restructuring~~Because ~~Agreement,~~Benjamin ~~effective~~& asYoung ofhas ~~the~~not ~~closing,~~issued ~~which~~any ~~occurred~~reports on ~~March 31, 2020 (~~the ~~“Closing”),~~Company’s ~~Santa~~financial ~~Monica~~statements, onno ~~its own~~Benjamin ~~behalf~~& ~~and~~Young onreport ~~behalf of~~ for the ~~Santa~~past ~~Monica~~two ~~Parties~~years ~~(as~~contained ~~hereinafter~~an ~~defined),~~adverse ~~agreed~~opinion toor ~~relinquish,~~a ~~release~~disclaimer ~~and~~of ~~waive~~opinion ~~any~~ and ~~all~~ ~~rights~~or ~~relating~~was ~~to,~~qualified ~~and~~or ~~interests~~modified ~~in,~~as ~~and~~ to ~~all of the assets~~uncertainty, audit ~~including~~scope ~~the intellectual property of Ngen Texas~~ or ~~its~~ ~~affiliates~~accounting ~~(the~~principles. ~~“Assets”)~~Furthermore, ~~whether~~during ~~claimed~~the orCompany’s ~~actual~~two ~~(which~~most ~~were~~recent ~~claimed~~fiscal ~~pursuant~~years toand athrough ~~Security~~April ~~Agreement between~~14, ~~Santa Monica~~2020, ~~Ngen~~there ~~Texas~~have ~~and~~been ~~Greenfield~~no ~~Farms~~disagreements ~~Food,~~with ~~Inc.~~Benjamin ~~(“Greenfield”),~~& ~~the~~Young ~~prior~~on ~~parent~~any ~~company~~matter of ~~Ngen~~accounting ~~Texas), other~~principles ~~than~~or ~~the~~practices, ~~rights~~financial statement ~~granted~~disclosure inor ~~the~~auditing ~~Restructuring~~scope ~~Agreement~~or ~~(the~~procedure, ~~“Relinquishment”).~~which Indisagreements, ~~exchange~~if ~~for~~not ~~the Relinquishment~~resolved ~~and~~to asBenjamin ~~consideration~~& ~~therefore~~Young’s satisfaction, would athave ~~the~~caused ~~Closing~~Benjamin ~~the~~& ~~Company~~Young ~~issued~~ to ~~Santa~~make ~~Monica~~reference ~~(i)~~to the ~~Note~~subject ~~(as~~matter ~~hereinafter defined),~~of ~~and (ii)~~ the ~~Warrant~~disagreement ~~(as~~in ~~hereinafter~~connection ~~defined).~~with ~~The~~reports on ~~exchange~~the asCompany’s ~~set~~financial ~~forth~~statements infor ~~this~~such ~~paragraph is referred to herein as the “Exchange~~periods.”

The ~~Restructuring Agreement provides~~ ~~that~~Company ~~effective~~provided asBenjamin of& ~~the~~Young ~~Closing, and subject to completion of the Exchange, the Security Agreement and any and all Ngen Texas Agreements (as hereinafter defined) will be deemed automatically terminated~~ with noa ~~further~~copy ~~action~~ of ~~any person, and each of~~ the ~~foregoing~~disclosure ~~will~~contained ~~be of no further force and effect~~herein, ~~and~~prior ~~the~~to ~~security~~its ~~interest~~filing ~~granted~~with in the ~~Security Agreement therein will~~Securities ~~be deemed released~~ and ofExchange noCommission ~~further~~(the ~~force or effect. As used herein,~~ “~~Ngen Texas Agreements~~Commission” ~~refers~~), ~~collectively, to~~and ~~certain~~requested ~~promissory~~that ~~notes~~Benjamin of& ~~Ngen~~Young ~~Texas,~~furnish ~~certain~~the ~~warrants~~Company ofa ~~Ngen~~letter ~~Texas, and any and all other notes, debentures, securities~~addressed ~~and~~to ~~similar~~the ~~instruments~~Commission ~~between~~stating ~~any~~whether ~~of Santa Monica~~ or ~~certain~~not ofit ~~its~~agreed ~~affiliated~~with ~~persons (collectively,~~ the ~~“Santa Monica~~statements ~~Parties”)~~herein and, ~~Ngen~~if ornot, ~~any~~stating ofthe ~~its~~respects ~~affiliates~~in ~~pursuant to~~ which ~~Ngen~~it ~~or any of its affiliates owed any amounts to any~~does ofnot ~~the~~agree. ~~Santa~~Benjamin ~~Monica~~& ~~Parties,~~Young’s orletter ~~pursuant~~ to ~~which any of~~ the ~~Santa~~Commission ~~Monica~~is ~~Parties~~attached ~~have~~hereto aas ~~right~~Exhibit ~~to acquire any debt or equity securities of Ngen Texas or any of its affiliates~~16.1.

~~To the extent that the Security Agreement~~(b) ~~may~~Engagement ~~not be terminated without the approval~~ of ~~Greenfield,~~New asIndependent ~~between~~Registered ~~Santa~~Accounting Monica, Ngen Texas and the Company, in the Restructuring Agreement, Santa Monica acknowledged and agreed that it will no longer have any interest in, rights to, or claims to, the collateral that is the subject of the Security Agreement. To the extent any Ngen Texas Agreement may not be terminated without the approval of any other person, as between Santa Monica, Ngen Texas and the Company, in the Restructuring Agreement, Santa Monica acknowledged and agreed that it will no longer have any interest in, rights to, or claims to, any such Ngen Texas Agreement.Firm

AsThe ofCompany ~~the~~is ~~Closing,~~currently ~~Santa~~conducting ~~Monica~~a ~~will~~search ~~take~~for noa ~~further~~new ~~action~~independent ~~related~~registered toaccounting afirm ~~previously~~to ~~instituted~~conduct ~~UCC~~the ~~non-judicial~~requisite ~~foreclosure~~audit ~~action~~of the ~~pursuant~~Company’s tofinancial statements for the ~~Security~~year ~~Agreement~~ended December 31, 2019 and ~~certain~~the required reviews of our Quarterly Reports on Form 10-Q, subsequent to that date. Upon engagement of a successor audit firm, the ~~Ngen~~Company ~~Texas~~will ~~Agreements~~file a Current Report on Form 8-K to disclose that engagement.

InItem ~~the~~4.02. ~~Restructuring Agreement, CareBourn LP, CareBourn LLC, More Capital, Auctus and Santa Monica agreed to provide each other with certain “tag~~Non-~~along”~~Reliance ~~rights,~~on asPreviously ~~provided~~Issued inFinancial ~~the~~Statements ~~Restructuring Agreement,~~or ina ~~the~~Related ~~event~~Audit ~~that~~Report ~~certain~~or ~~sales~~Completed ofInterim ~~the~~Audit ~~Company’s common stock are effected~~Report.

As previously disclosed, on September 16, 2019, the Company effected a share exchange (the “Share Exchange”) between the Company, Clifford Rhee, a shareholder of Ngen Technologies USA Corp (“Ngen”), Edward Carter, a shareholder of Ngen, Peter Zimeri, a shareholder of Ngen, and Brian Conway, the former CEO of the Company, pursuant to which Ngen became a wholly owned subsidiary of the Company. Also on September 16, 2019, the Company filed a Current Report on Form 8-K (the “Form 8-K”) regarding the Share Exchange and related transactions and corporate actions. The Company filed, as Exhibit 99.1 to the Form 8-K, ~~Restructuring~~what ~~Agreement~~purported ~~contains~~to ~~customary~~be ~~representations~~(i) audited financial statements of Ngen for the years ended December 31, ~~warranties~~2018 and ~~covenants~~2017 (the “Annual Ngen Financials”), and (ii) a report of Benjamin & Young dated September 9, 2019 concerning the Annual Ngen Financials (the “Report”). The Company also filed, as Exhibit 99.2 to the Form 8-K, unaudited financial statements of Ngen as of and for the six months ended June 30, 2019 and 2018 (the “Interim Ngen Financials”).

OnAs previously ~~the~~disclosed, ~~Closing~~effective ~~date~~April 1, 2020, Scott Lucas was named the Company’s ~~also agreed~~Chief toExecutive ~~redeem~~Officer ~~from~~and ~~Broken~~director. Also ~~Circuit~~on ~~all~~April of1, ~~the~~2020, ~~shares~~Mr. ofCarter ~~Company~~resigned ~~common~~from ~~stock~~all ~~held~~positions bywith ~~Broken~~the ~~Circuit~~Company ~~pursuant~~and ceased to be the ~~Redemption~~Company’s Chief Executive ~~Agreement~~Officer, ~~(as~~Secretary ~~hereinafter~~and ~~defined)~~sole director.

~~The~~On April ~~foregoing~~14, is2020, ~~only a brief description of~~ the ~~Restructuring~~Company ~~Agreement~~received ~~and~~correspondence ~~does~~from ~~not~~Benjamin ~~purport~~& toYoung be(the a“B&Y ~~complete~~Correspondence”) ~~description thereof. Such description is qualified~~advising ~~in its entirety by reference to~~ the ~~Restructuring~~Company’s ~~Agreement,~~new amanagement ~~copy~~ of ~~which~~the ~~is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.~~following:

~~Promissory Note~~● On or about December 6, 2019, Benjamin & Young notified the Company’s prior management that (i) the Annual Ngen Financials should not be relied upon because Benjamin & Young did not complete the audit for such Annual Ngen Financials, and (ii) the Interim Ngen Financials should not be relied upon because Benjamin & Young did not review the Interim Ngen Financials. ● During December 2019, February 2020 and March 2020, Benjamin & Young discussed with the Company’s prior management that (i) the audit for the Annual Ngen Financials had not been completed, and (ii) the Report, the Annual Ngen Financials and the Interim Ngen Financials should not be relied upon. ● Benjamin & Young did not authorize the Company’s prior management that the Report, the Annual Ngen Financials or the Interim Ngen Financials could be filed with the Form 8-K.

~~On March 31~~Accordingly, ~~2020, the Company issued a promissory note in the principal amount of $774,202 (the “Note”) to Santa Monica.~~ ~~The Note matures on March 31, 2021. The Note bears interest at~~ the ~~rate of 18% per annum~~Report, ~~simple interest, commencing on~~ the ~~issue date.~~Annual ~~The~~Ngen ~~principal~~Financials ~~amount of the Note~~ and ~~all accrued and unpaid interest on~~ the ~~Note~~Interim ~~will~~Ngen beFinancials ~~due~~should ~~and~~not ~~payable in full on the earlier of (i) the maturity date, or (ii) the date on which a Change in Control (as hereinafter defined) of the Company occurs. A “Change in Control” shall~~ be ~~deemed~~relied ~~to have occurred if, after the issue date, there shall have occurred any of the following:~~upon.

~~(i) A complete dissolution or liquidation of the Company~~In addition, oron ~~similar~~April ~~occurrence; (ii) The consummation of a merger~~14, ~~consolidation~~2020, ~~acquisition,~~following ~~separation,~~receipt ~~reorganization,~~of orthe ~~similar~~B&Y ~~occurrence~~Correspondence, ~~in a single transaction or a series of related transactions, where~~ the Company’s issole ~~not~~director ~~the~~concluded ~~surviving entity or where~~ that the ~~shareholders~~unaudited offinancial ~~the~~statements ~~Company~~for ~~immediately prior to~~ the ~~consummation~~three ofand ~~such~~nine ~~transaction~~month doperiods ~~not~~ended ~~continue~~September to30, ~~hold~~2019, atincluded ~~least~~as apart ~~majority~~ of the ~~voting power of the~~ Company’s Quarterly ~~following~~Report ~~the~~on ~~consummation~~Form of10-Q ~~such~~filed ~~transaction;~~with ~~or (iii) A sale or transfer of all or substantially all of~~ the ~~assets~~Commission ofon ~~the~~November ~~Company~~7, ~~each~~2019, inshould ano ~~single~~longer ~~transaction~~be orrelied ~~a series of related transactions~~upon.

The ~~Company~~matters ~~may~~set ~~prepay~~forth ~~all~~in orthis aCurrent ~~portion~~Report ofon ~~the~~Form ~~principal~~8-K ~~amount~~have ~~and~~been ~~any~~discussed ~~accrued~~with ~~and~~Benjamin ~~unpaid~~& ~~interest~~Young. ~~and~~The ~~any~~Company ~~and~~plans ~~all~~to ~~other amounts~~open ~~that~~an ~~may~~investigation beinto ~~due~~the ~~and~~matters ~~payable~~set toforth ~~Santa~~in ~~Monica~~this ~~under~~Current ~~the~~Report ~~Note~~on atForm ~~any time~~8-K.

The ~~foregoing~~Company isprovided ~~only~~Benjamin a& ~~brief~~Young ~~description~~with a copy of the ~~Note~~disclosure ~~and~~contained ~~does~~herein, ~~not~~prior ~~purport~~ to beits afiling ~~complete~~with ~~description~~Commission, ~~thereof.~~and requested ~~Such~~that ~~description is~~Benjamin ~~qualified~~& inYoung ~~its~~furnish ~~entirety~~the byCompany ~~reference~~a letter addressed to the ~~Note~~Commission stating whether or not it agreed with the statements herein and, aif ~~copy~~not, ofstating ~~which~~the isrespects ~~filed~~in aswhich ~~Exhibit~~it ~~10.2~~does tonot ~~this~~agree. ~~Current~~Benjamin ~~Report~~& onYoung’s ~~Form~~letter to ~~8-K~~the ~~and~~Commission is ~~incorporated~~attached byhereto ~~reference~~as ~~herein~~Exhibit 16.1.

~~Warrant~~Item 9.01. Financial Statements and Exhibits.

On March 31, 2020, the Company issued a warrant to purchase shares of Company common stock to Santa Monica. Pursuant to the terms of the Warrant, Santa Monica is entitled to subscribe for and purchase from the Company 1,405,500 shares of Company common stock (~~subject to adjustment as set forth in the Warrant~~d) ~~(the “Warrant Shares”), at an exercise price of $0.0000071149~~ ~~per share, as adjusted pursuant to the terms of the Warrant~~Exhibits. The aggregate number of Warrant Shares is intended to represent a percentage equal of 31.52% of the total issued and outstanding shares of the Company as of the issue date, assuming, for the purposes of the calculation, the full exercise of the Warrant as of the issue date, and the inclusion of all Warrant Shares in the outstanding number of shares. In the event that, following the issue date and prior to full exercise of the Warrant, the Company and Santa Monica determine that there are in excess of, or less than,, 3,053,620 shares of Company common stock issued and outstanding as of the issue date, the number of Warrant Shares will be automatically adjusted such that the number of Warrant Shares equals 31.52% of the total issued and outstanding shares of the Company, as of the issue date, assuming, for the purposes of the calculation, the full exercise of the Warrant, as of the issue date, and the inclusion of all Warrant Shares in the outstanding number of shares.

Subject to the terms of the Warrant, the Warrant may be exercised at any time or from time to time during the 10-year period commencing on the issue date and ending on the tenth anniversary of the issue date.

Exhibit No.		Description

16.1		Letter of Benjamin & Young to the Commission dated April 20, 2020

The Warrant may be exercised, in whole or in part, by (i) the presentation to the Company of a duly executed notice of exercise specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment of the aggregate applicable exercise price. However, if the “Fair Market Value” (as hereinafter defined) of one share of Company common stock is greater than the exercise price, Santa Monica may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of the Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of the Warrant and a notice of exercise, in which event the Company shall issue to Santa Monica a number of shares of Company common stock computed using the following formula:

X = Y (A-B)

Where:

X = the number of Warrant Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A = Fair Market Value of a Warrant Share at the date of such calculation.

B = Exercise Price, as adjusted to the date of calculation.

For purposes of the Warrant, the per share “Fair Market Value” means (i) if the Company’s common stock is then listed for trading on the OTC Markets or a United States or Canadian national securities exchange (as applicable, the “Trading Market”), the highest traded price of the Company’s common stock during the 20-day period during which the common stock is then tradeable on the primary Trading Market prior to the date of the applicable exercise notice or (ii) if the Company’s common stock is not then listed for trading on the OTC Markets or a United States or Canadian national securities exchange, the per share fair market value of the Warrant Shares as is determined in good faith by the Board after taking into consideration factors it deems appropriate, Including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

The number and kind of securities purchasable upon the exercise of the Warrant and the exercise price therefor shall be subject to adjustment from time to time upon the occurrence of certain events, including stock splits, stock dividends, or share issuances, as provided in the Warrant.

The Company will not effect any exercise of the Warrant, and Santa Monica will not have the right to exercise any portion of the Warrant, to the extent that after giving effect to the conversion set forth on the applicable notice of exercise, Santa Monica and its affiliates would beneficially own in excess of 9.99% of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the Warrant.

The foregoing is only a brief description of the Warrant and does not purport to be a complete description thereof. Such description is qualified in its entirety by reference to the Warrant, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Redemption Agreement

On March 31, 2020 and as required by the Restructuring Agreement, the Company entered into that certain Stock Redemption Agreement (“Redemption Agreement”) by and between the Company and Broken Circuit. Pursuant to the terms of the Redemption Agreement, Broken Circuit agreed to sell and the Company agreed to purchase 33,770,389 of the Company’s common stock owned by Broken Circuit in exchange for an aggregate purchase price of $1.00.

The Redemption Agreement contains customary representations, warranties and covenants. The foregoing is only a brief description of the Redemption Agreement and does not purport to be a complete description thereof. Such description is qualified in its entirety by reference to the Redemption Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 concerning the Note is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 concerning the Warrant is incorporated herein by reference.

The Warrant was offered and sold to an accredited investor pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2020, Ed Carter notified the Board of Directors (the “Board”) of Ngen Technologies Holdings Corp. (the “Company”) of his resignation, effective immediately, from all positions with the Company. Accordingly, effective April 1, 2020, Mr. Carter ceased to be the Company’s Chief Executive Officer, Secretary and sole director. Mr. Carter’s resignation is not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Immediately prior to Mr. Carter’s resignation, also on April 1, 2020, the Board named Scott Lucas as a director of the Company and also appointed Mr. Lucas as the Company’s Chief Executive Officer. Mr. Lucas, age 68, has served as Secretary, Treasurer and a director of daData, Inc., a company 50% owned by Mr. Lucas, since 2011. From 2002 to 2011, Mr. Lucas served as Chief Operating Officer of daData, Inc. Mr. Lucas also served as President and director of USA Voice Mail, Inc., of which Mr. Lucas was 50% owner. Prior to 2011, Mr. Lucas had an extensive history as an executive of various companies, including as principal executive officer and principal financial officer. Mr. Lucas received his B.S. in Business Administration from the University of California, Berkley in 1973.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1		Restructuring, Settlement and Mutual General Release Agreement dated March 31, 2020 by and between the registrant, Ngen Technologies USA Corp., Broken Circuit Technologies, Inc., Carebourn Capital, LP, CareBourn, LLC, More Capital LLC, Auctus Fund, LLC, and Santa Monica Venture Finance, Inc.
10.2		Promissory Note Issued on March 31, 2020 to Santa Monica Venture Finance, Inc.
10.3		Warrant Issued on March 31, 2020 to Santa Monica Venture Finance, Inc.
10.4		Stock Redemption Agreement dated March 31, 2020 by and between the registrant and Broken Circuit Technologies, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 620, 2020

	NGEN TECHNOLOGIES HOLDINGS CORP.

	By:	/s/ Scott Lucas
		Scott Lucas
		Chief Executive Officer

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