NxGen Brands In : NxGen Brands Inc

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

Annual Report

For the Period Ending: 12/31/21

(the "Reporting Period")

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

As of 09/30/21, the number of shares outstanding of our Common Stock was: 21,079,566

As of 12/31/20, our last completed year end, the number of shares outstanding of our Common Stock was: 19,629,566

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: ☒

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

(i) 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;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) 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

(iv) 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.

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 Active with 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:

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: 12/31/21
Total shares outstanding:	21,079 ,566	as of date: 12/31/21
Number of shares in the Public Float2:	2,370,279	as of date: 12/31/21
Total number of shareholders of record:	200	as of date: 12/31/21

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

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value: Total shares authorized: Total shares outstanding: Trading symbol:

NA

Class A Preferred NA 0.001

2,000,000 0

as of date: 12/31/21 as of date: 12/31/21

NA

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value: Total shares authorized: Total shares outstanding:

NAClass B Preferred NA 0.001 5,000,000 as of date: 12/31/21 690,000 as of date: 12/31/21

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: ☐

2 "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.

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

OTC Pink Basic Disclosure Guidelines (v3 February 2021)

Page 3 of 23

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

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