Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
NxGen Brands, Inc.
(f/k/a Pyramidion Technology Group, Inc.)
A Nevada Corporation
4350 Oakes Road, Unit 510
Davie FL 33314
________________________________
954-651-6816
www.leafywell.com
info@leafywell.com
SIC:5122
Quarterly Report
For the Period Ending: 09/30/20
(the "Reporting Period")
As of 09/30/20, the number of shares outstanding of our Common Stock was: 19,629,566.
As of 6/30/20, the number of shares outstanding of our Common Stock was: 19,546,856
As of 12/31/2019, our last completed year end, the number of shares outstanding of our Common Stock was: 19,546,856.
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:
- 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;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- 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
- 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 (v2.1 December 2019) | Page 1 of 22 |
- Name of the issuer and its predecessors (if any)
In answering this item, please also provide any names used by predecessor entities and 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.
Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) 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.
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:
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: 09/30/20 | |
Total shares outstanding: | 19,546,856 | as of date: 09/30/20 | |
Number of shares in the Public Float2: | 2,370,279 | as of date: 09/30/20 | |
Total number of shareholders of record: | 200 | as of date: 09/30/20 |
All additional class(es) of publicly traded securities (if any):
- "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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 2 of 22 |
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: 09/30/20 |
Total shares outstanding: | 0 | as of date: 09/30/20 |
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: 09/30/20 |
Total shares outstanding: | 690,000 | as of date: 09/30/20 |
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: 801-274-1088
Email: jb@actionstocktransfer.com
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
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:
Acquisition: On October 10, 2018 the Company acquired NxGen Brands LLC in its entirety, with NxGen Brands becoming a wholly owned subsidiary of the Issuer. The consideration paid in this transaction was $80,000 cash and 500,000 Class B Convertible Preferred Shares.
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 3 of 22 |
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent | |
Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. |
Opening Balance |
Date 12/31/16 | Common: 4,648,429 | |||||||||
Preferred: 0 | ||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | |||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | |||
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) | ||||||||||
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 | |||||||||
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 | ||||||||
OTC Markets Group Inc. | ||||||||||
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 4 of 22 |
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 | ||||||||||
2/22/2019 | New | 75,000 | Common | $0.82 | No(1) | David | Services, | Restricted | 4(a)(2) | |
Issuance | Feldbaum | Advisory | ||||||||
Board | ||||||||||
2/22/2019 | New | 10,000 | Common | $0.82 | Yes | Tom Reeves | Consulting | Restricted | 4(a)(2) | |
Issuance | Services | |||||||||
2/22/2019 | New | 6,000 | Common | $0.82 | Yes | Reggie | Consulting | Restricted | 4(a)(2) | |
Issuance | Sullivan | Services | ||||||||
2/22/2019 | New | 28,571 | Common | $0.82 | Yes | Christopher | Private | Restricted | 4(a)(2) | |
Issuance | Bryant | Offering | ||||||||
2/22/2019 | New | 14,285 | Common | $0.82 | Yes | Linda Motta | Private | Restricted | 4(a)(2) | |
Issuance | Offering | |||||||||
11/28/18 | New | 75,000 | Common | $0.98 | No | Javier | Services, | Restricted | 4(a)(2) | |
Issuance | Canasi | Advisory | ||||||||
Board | ||||||||||
10/17/18 | New | 75,000 | Common | $0.70 | No | Michael | Services, | Restricted | 4(a)(2) | |
Issuance | MacKenzie | Advisory | ||||||||
Board | ||||||||||
10/17/18 | New | 75,000 | Common | $0.70 | No | Mark | Services, | Restricted | 4(a)(2) | |
Issuance | Sabbota | Advisory | ||||||||
Board | ||||||||||
10/17/18 | New | 25,000 | Common | $0.70 | No | Anthony | Services, | Restricted | 4(a)(2) | |
Issuance | Sama | Advisory | ||||||||
Board | ||||||||||
OTC Markets Group Inc. | ||||||||||
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 5 of 22 |
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Nxgen Brands Inc. published this content on 16 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2022 20:03:07 UTC.