NxGen Brands : Q1 2022 Updated Financial

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

NxGen Brands, Inc.

(f/k/a Pyramidion Technology Group, Inc.)

A Nevada Corporation

8032 Lakepointe Drive

Plantation FL 33322

________________________________

888-315-6339

www.leafywell.com

[e-mail]

SIC:5122

Quarterly Report

For the Period Ending: 03/31/22

(the "Reporting Period")

As of 03/31/22, the number of shares outstanding of our Common Stock was: 21,079,566.

As of 12/31/21, the number of shares outstanding of our Common Stock was: 21,079,566

As of 12/31/21, our last completed year end, the number of shares outstanding of our Common Stock was: 21,079,566.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 1 of 23

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

On February 20, 2002, the Issuer changed its name from Auto Central USA, Inc. to General Defense Systems, Inc.

On February 18, 2005 the Issuer changed its name from General Defense Systems, Inc. to GenMedx, Inc.

Effective June 19, 2013, the Issuer changed its name from GenMedx, Inc. to Pyramidion Technology Group, Inc.

Effective March 22, 2019 the Issuer changed its name from Pyramidion Technology Group, Inc. to NxGen Brands, Inc.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

The Issuer was originally incorporated on August 27, 1997, in the State of Florida as Auto Central USA, Inc.

On October 27, 2003, the Issuer changed its domicile from the State of Florida to the State of Nevada. The Issuer's Corporate status is Activewith the State of Nevada.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

8032 Lakepointe Drive, Plantation FL 33322

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 2 of 23

NA
2)	Security Information
Trading symbol:	NXGB
Exact title and class of securities outstanding:	Common
CUSIP:		62954M 107
Par or stated value:	0.001
Total shares authorized:	75,000,000	as of date: 03/31/22
Total shares outstanding:	21,079 ,566	as of date: 03/31/22
Number of shares in the Public Float2:	2,370,279	as of date: 03/31/22
Total number of shareholders of record:	200	as of date: 03/31/22

All additional class(es) of publicly traded securities (if any):

Trading symbol:	NA
Exact title and class of securities outstanding:	Class A Preferred
CUSIP:	NA
Par or stated value:	0.001
Total shares authorized:	2,000,000	as of date: 03/31/22
Total shares outstanding:	0	as of date: 03/31/22
Trading symbol:	NA
Trading symbol:	NA
Exact title and class of securities outstanding:	Class B Preferred
CUSIP:	NA
Par or stated value:	0.001
Total shares authorized:	5,000,000	as of date: 03/31/22
Total shares outstanding:	690,000	as of date: 03/31/22

Each Class B Preferred Share may be converted after October 10, 2019 into 5 shares of the Company's Common Stock and is entitled to dividends as determined by the Company's directors. The Class B Preferred stock is non- voting.

Transfer Agent

Name: Action Stock Transfer

Phone: [phone]

Email: [e-mail]

Address: 2469 Fort Union Blvd STE 214, Cottonwood Heights, UT 84121

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

• "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 3 of 23

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent
Fiscal Year End:	*Right-click the rows below and select "Insert" to add rows as needed.
Opening Balance

Date 12/31/18	Common: 17,618,429
	Preferred: 0
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption or
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	Registration
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Type.
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)				the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
07/09/21	New	150,000	Common	$0.26	No	David	Consulting	Restricted	4(a)2
	Issuance					Feldbaum	Services
07/09/21	New	300,000	Common	$0.26	No	David	Acquisition	Restricted	4(a)2
	Issuance					Feldbaum
07/09/21	New	400,000	Common	$0.26	No	NxGen	Consulting	Restricted	4(a)2
	Issuance					Wealth	Services
						Leonel
						Extramil
04/05/2021	New	600,000	Common	$0.26	Yes	IMS Group	Debt	Unrestricted	4(a)1
	Issuance					LLC	Conversion
						Maria
						Hernandez
7/22/20	New	82,710	Common	$0.31	No	Adam	Advertising	Restricted	4(a)2
	Issuance					Goodkin	Services
9/19/19	New	65,000	Common	$0.25	No	Justin White	Consulting	Restricted	4(a)(2)
	Issuance						Services
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)				Page 4 of 23

9/19/19	New	70,000	Preferred	$1.25	No	Kenneth and	Consulting	Restricted	4(a)(2)
	Issuance		B			Lorraine de	Services
						Britto
8/07/2019	New	300,000	Common	$0.25	No	Alejandro	Private	Restricted	4(a)(2)
	Issuance					Locayo	Offering
6/26/2019	New	50,000	Preferred	$1.25	No	Kenneth and	Private	Restricted	4(a)(2)
	Issuance		B			Lorraine de	Offering
						Britto
6/26/2019	New	300,000	Common	$0.25	No	Alejandro	Private	Restricted	4(a)(2)
	Issuance					Locayo	Offering
6/26/2019	New	25,000	Common	$0.21	No	Antonio	Services	Restricted	4(a)(2)
	Issuance					Sama	Advisory
							Board
4/25/2019	New	65,000	Common	$0.38	No	Adam	Consulting	Restricted	4(a)(2)
	Issuance					Goodkin	Services
4/11/2019	New	600,000	Common	$0.49	Yes	Adios 1,	Private	Restricted	4(a)(2)
	Issuance					LLC, David	Offering
						Hill
4/11/2019	New	28,571	Common	$0.49	Yes	Christopher	Private	Restricted	4(a)(2)
	Issuance					Bryant	Offering
4/11/2019	New	100,000	Common	$0.49	No	Tom Reeves	Consulting	Restricted	4(a)(2)
	Issuance						Services
4/11/2019	New	6,000	Common	$0.49	No	Reggie	Consulting	Restricted	4(a)(2)
	Issuance				Sullivan	Services
4/11/2019	New	80,000	Common	$0.49	No	Tayloe Gray	Consulting	Restricted	4(a)(2)
	Issuance						Services
2/22/2019	New	75,000	Common	$0.82	No(1)	Javier	Services,	Restricted	4(a)(2)
	Issuance					Canasi	Advisory
							Board
2/22/2019	New	75,000	Common	$0.82	No(1)	Michael	Services,	Restricted	4(a)(2)
	Issuance					MacKenzie	Advisory
							Board
2/22/2019	New	75,000	Common	$0.82	No(1)	Mark	Services,	Restricted	4(a)(2)
	Issuance					Sabbota	Advisory
							Board

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 5 of 23