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September 29, 2023
Joseph Lawanson
Chief Executive Officer
NxGen Brands, Inc.
8466 Violet Court
Arvada, CO 80007
Re:NxGen Brands, Inc.
Offering Statement on Form 1-A
Filed September 1, 2023
File No. 024-12325
Dear Joseph Lawanson:
             We have reviewed your offering statement and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed September 1, 2023
Cover Page
1.We note your disclosure that "[o]ne of our officers and directors, as the owner of all
outstanding shares of Series A Preferred Stock, will, therefore, be able to control the
management and affairs of our company, as well as matters requiring the approval by our
shareholders."  Please revise the cover page to identify the controlling stockholder and
disclose the percentage of voting power that will be held by such stockholder following
the offering.
Risk Factors
If our trademarks and other proprietary rights..., page 10
2.We note you rely on licensing agreements.  If material, provide a description of each
applicable agreement and disclose the material terms of such agreement.

 FirstName LastNameJoseph Lawanson
 Comapany NameNxGen Brands, Inc.
 September 29, 2023 Page 2
 FirstName LastName
Joseph Lawanson
NxGen Brands, Inc.
September 29, 2023
Page 2
Use of Proceeds, page 16
3.We note a portion of the proceeds will be used for a joint venture investment.  Please
revise to describe the joint venture.
4.We note a portion of the proceeds will be used for staffing costs and share buy-backs.
Please disclose whether the proceeds will be used to compensate or otherwise make
payments to officers or directors of the company or any of its subsidiaries.  Refer to
Instruction 2 to Item 6 of Form 1-A.
5.We note a portion of the proceeds will be used for loan repayment.  Please revise to
describe the material terms of such indebtedness.  If the indebtedness to be discharged was
incurred within one year, describe the use of the proceeds arising from such indebtedness.
Refer to Instruction 6 to Item 6 of Form 1-A.
Business, page 22
6.Please revise to provide a more detailed narrative description of the company's business
and operations.  Please describe the business done and intended to be done by the
company and the general development of the business during the past three years.  In this
regard, we note the included business description does not give investors a clear sense of
the company's current business and intended plan of operations.  For example, clearly
state whether you have started to sell Storm Brand products, current production capacity
and the sources and availability of raw materials.  Additionally, describe the distinctive or
special characteristics of your operation or industry that are reasonably likely to have a
material impact upon your future financial performance.  Refer to Item 7 of Form 1-A.
Signatures, page 35
7.Please include the signature of your principal accounting officer.  See Instructions to
Signatures of Form 1-A.

 FirstName LastNameJoseph Lawanson
 Comapany NameNxGen Brands, Inc.
 September 29, 2023 Page 3
 FirstName LastName
Joseph Lawanson
NxGen Brands, Inc.
September 29, 2023
Page 3
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mindy Hooker at (202) 551-3732 or Claire Erlanger at (202) 551-3301
if you have questions regarding comments on the financial statements and related
matters.  Please contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202) 551-5920 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Newlan