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 newgeneration_corresp.htm NEW GENERATION CONSUMER GROUP, INC. 7950 E. Redfield Rd, Unit 210 Scottsdale, Arizona 85260 June 18, 2025 Edwin Kim Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Generation Consumer Group, Inc. Offering Statement of Form 1-A (“Offering Statement”) File No. 024-12580 Dear Mr. Kim: On behalf of the Company, I respectfully request that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Monday, June 23, 2025, at 3:00 p.m. EDT, or as soon thereafter as is reasonably practicable. In making this request, the Company represents that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”), and acknowledges the following: - should the Commission or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing; - the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and - the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States. Very truly yours, /s/ Jacob DiMartino Jacob DiMartino Chief Executive Officer New Generation Consumer Group, Inc.

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 newgeneration_corresp.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 June 9, 2025 Edwin Kim Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Generation Consumer Group, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed May 19, 2025 File No. 024-12580 Dear Mr. Kim: This is in response to the letter of comment of the Staff dated June 3, 2025, relating to the captioned Offering Statement on Form 1-A of New Generation Consumer Group, Inc. (the “Company”). Each of the Staff’s comments is addressed below, seriatim : Amendment No. 1 to Offering Statement on Form 1-A General Comment No. 1 : Regulation A requires that you use the upper end of your price range to disclose the aggregate offering amount of this offering. Refer to Rule 253(b)(2) of Regulation A (but note that the midpoint is used in Part I, Item 4 of Form 1-A). Please revise throughout your offering statement to ensure that you are consistent with your disclosure of the maximum offering amount. In particular, please revise the tabular disclosure on the cover page to clearly disclose the maximum primary and resale offering amounts as opposed to using a range. When fixing the maximum volume, please use the upper end of your price range in each instance. Additionally, please revise the table to include a separate additional line that discloses the total aggregate offering amount, which should include both the primary and resale maximum amounts. Please be advised that the upper price from the price range has been applied throughout the disclosure. In addition, on the Cover Page, the table has been revised to include an additional line that discloses the total maximum amounts. Comment No. 2 : We note that the amount of resale shares being offered is up to 1,750,000,000 shares of common stock. Please explain how you are calculating the maximum volume of securities that are convertible and whether you are accounting for the interest on the Subject Convertible Notes. Please provide an illustration as to how these amounts were calculated, including a description of the conversion formula. Please be advised that revisions to the disclosure have been made in the footnotes to the table on the Cover Page, in response to such comment. Comment No. 3 : Clarify whether and how the company and Mr. Jacob DiMartino will determine, and investors will know, if shares are being acquired from the company or the Selling Shareholders and whether the company will be offering shares on behalf of the selling shareholders. Please be advised that, in light of recent telephone discussions between the undersigned and the Staff regarding the issue underlying such comment, the disclosure in the Selling Shareholders section has been slightly rearranged. In addition, disclosure relating to the delivery of the Offering Circular in sales made by the Selling Shareholders in market transactions has been added. It is contemplated that, by such delivery, the purchaser in a market transaction would know the shares were purchased from a Selling Shareholder, inasmuch as the Company will not be selling Offered Shares in market transactions. Because all other sale transactions involving Offered Shares will, per se, be directly between an investor and either the Company or a Selling Shareholder, no disclosure that states this actuality has been added. Comment No. 4 : Your disclosure indicates the minimum purchase requirement solely applies to the Company Offered Shares. Please provide your analysis as to whether such condition impermissibly delays the offering of the Company Offered Shares, or revise to clarify that the minimum purchase requirements applies to all shares in the offering. Refer to Rule 251(d)(3)(i)(F) of Regulation A. Please be advised that, in response to such comment, the disclosure has been revised to provide that the minimum purchase requirements are applicable to the Company and to the Selling Shareholders. _________________________________ We believe that this filing is now in order for qualification. Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment. Thank you for your attention in this matter. Sincerely, NEWLAN LAW FIRM, PLLC By: /s/ Eric Newlan Eric Newlan Managing Member cc: New Generation Consumer Group, Inc. 2

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<TEXT>
 June 3, 2025

Jacob DiMartino
Chief Executive Officer
New Generation Consumer Group, Inc.
7950 E. Redfield Rd, Unit 210
Scottsdale, AZ 85260

 Re: New Generation Consumer Group, Inc.
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed May 19, 2025
 File No. 024-12580
Dear Jacob DiMartino:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Amendment No. 1 to Offering Statement on Form 1-A
General

1. Regulation A requires that you use the upper end of your price range to
disclose the
 aggregate offering amount of this offering. Refer to Rule 253(b)(2) of
Regulation A
 (but note that the midpoint is used in Part I, Item 4 of Form 1-A).
Please revise
 throughout your offering statement to ensure that you are consistent
with your
 disclosure of the maximum offering amount. In particular, please revise
the tabular
 disclosure on the cover page to clearly disclose the maximum primary and
resale
 offering amounts as opposed to using a range. When fixing the maximum
volume,
 please use the upper end of your price range in each instance.
Additionally, please
 revise the table to include a separate additional line that discloses
the total aggregate
 offering amount, which should include both the primary and resale
maximum
 amounts.
 June 3, 2025
Page 2

2. We note that the amount of resale shares being offered is up to
1,750,000,000 shares
 of common stock. Please explain how you are calculating the maximum
volume of
 securities that are convertible and whether you are accounting for the
interest on the
 Subject Convertible Notes. Please provide an illustration as to how
these amounts
 were calculated, including a description of the conversion formula.
3. Clarify whether and how the company and Mr. Jacob DiMartino will
determine, and
 investors will know, if shares are being acquired from the company or
the Selling
 Shareholders and whether the company will be offering shares on behalf
of the selling
 shareholders.
4. Your disclosure indicates the minimum purchase requirement solely
applies to the
 Company Offered Shares. Please provide your analysis as to whether such
condition
 impermissibly delays the offering of the Company Offered Shares, or
revise to clarify
 that the minimum purchase requirements applies to all shares in the
offering. Refer to
 Rule 251(d)(3)(i)(F) of Regulation A.
 Please contact Edwin Kim at 202-551-3297 or Matthew Derby at
202-551-3334 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Eric Newlan, Esq.
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 newgeneration_corresp.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 May 19, 2025 Edwin Kim Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Generation Consumer Group, Inc. Offering Statement of Form 1-A Filed February 25, 2025 File No. 024-12580 Dear Mr. Kim: This is in response to the letter of comment of the Staff dated March 21, 2025, relating to the captioned Offering Statement on Form 1-A of New Generation Consumer Group, Inc. (the “Company”). Each of the Staff’s comments is addressed below, seriatim : Offering Circular Offering Circular Summary, page 2 Comment No. 1 : Please provide a more detailed discussion regarding your corporate history, including your relationship with Power Sports Factory, Inc (CIK 0001001065), a Minnesota corporation that had its common stock revoked from registration under Section 12(g) of the Exchange Act on June 6, 2013. Please be advised that, as disclosed in the revised Offering Circular Summary and Business sections, the Power Sports Factory, Inc. (CIK 0001001065) (“Power Sports MN”) has never been related to the Company. The Power Sports Factory, Inc. that merged into the Company effective June 6, 2005, was a Delaware corporation, whereas Power Sports MN was a Minnesota corporation, the name of which was Purchase Point Media Corporation on June 6, 2005, and continuing until about June 2008. Financial Condition, Liquidity and Capital Resources, page 24 Comment No. 2 : We note that prior to your acquisition of your shares by Mr. DiMartino, you filed a Form C for a Regulation CF crowdfunding offering on April 1, 2024. Please disclosed the amounts raised under that offering and clarify if, and when, it was terminated. Please be advised that revisions to the disclosure have been made, in response to such comment. General Comment No. 3 : Please advise how the Subject Convertible Notes are convertible into Offered Shares. Securities Act Rule 251(d)(3)(i)(F) is only available for issuances of securities after an offering statement has been qualified. Given that the Subject Convertible Notes are presently exercisable and your offering statement is not yet qualified, it appears that Regulation A is not available for conversion of such securities. Please refer to Securities Act Sections Compliance and Disclosure Interpretations 139.01 and 134.03. Comment No. 4 : Further, we note that the conversion ratio for the Subject Convertible Notes is as much as 10 times higher than the share price range you provide for your primary offering. As result, it doesn’t appear the Conversion Shares offered would be at the same fixed price as the Offered Shares, which is prohibited under Rule 251(d)(3)(ii). If your offering statement is not being used for the conversion of the Subject Convertible Notes, please revise to clarify whether this offering statement is qualifying the shares underlying the notes for resale. Comment No. 5 : To the extent you are qualifying the shares for resale using Securities Act Rule 251(d)(3)(i)(A), please provide your analysis regarding whether those shareholders are underwriters. If more than one paragraph of Rule 251(d)(3)(i) is being used to qualify securities, revise your cover page to clearly identify each subparagraph of Rule 251(d)(3)(i) being used and the amounts being qualified pursuant to such paragraph. In addition, clarify whether and how the Company and Mr. DiMartino will determine, and investors will know, if shares are being acquired from the Company or the selling shareholders, and provide your analysis as to why this transaction is not an indirect primary offering. If the selling stockholders are engaged in an indirect primary offering, then the selling stockholders would be statutory underwriters under Section 2(a)(11) of the Securities Act of 1933, as amended, and must therefore be identified in the offering statement as an underwriter. For guidance, please refer to Securities Act Rules Compliance and Disclosure Interpretation 612.09. The Company believes that its addition of Selling Shareholders, and the associated disclosure throughout the Offering Circular, in furtherance of discussions involving the undersigned and the Staff, resolves Comments 3, 4 and 5. _________________________________ We believe that this filing is now in order for qualification. Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment. Thank you for your attention in this matter. 2 Sincerely, NEWLAN LAW FIRM, PLLC By: /s/ Eric Newlan Eric Newlan Managing Member cc: New Generation Consumer Group, Inc. 3

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<TEXT>
 March 21, 2025

Jacob DiMartino
Chief Executive Officer
New Generation Consumer Group, Inc.
7950 E. Redfield Rd, Unit 210
Scottsdale, AZ 85260

 Re: New Generation Consumer Group, Inc.
 Offering Statement of Form 1-A
 Filed February 25, 2025
 File No. 024-12580
Dear Jacob DiMartino:

 We have reviewed your offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Offering Circular
Offering Circular Summary, page 2

1. Please provide a more detailed discussion regarding your corporate
history,
 including your relationship with Power Sports Factory, Inc (CIK
0001001065), a
 Minnesota corporation that had its common stock revoked from
registration under
 Section 12(g) of the Exchange Act on June 6, 2013.
Financial Condition, Liquidity and Capital Resources, page 24

2. We note that prior to your acquisition of your shares by Mr. DiMartino,
you filed a
 Form C for a Regulation CF crowdfunding offering on April 1, 2024.
Please disclosed
 the amounts raised under that offering and clarify if, and when, it was
terminated.
General

3. Please advise how the Subject Convertible Notes are convertible into
Offered Shares.
 Securities Act Rule 251(d)(3)(i)(F) is only available for issuances of
securities after an
 offering statement has been qualified. Given that the Subject
Convertible Notes are
 March 21, 2025
Page 2

 presently exercisable and your offering statement is not yet qualified,
it appears that
 Regulation A is not available for conversion of such securities. Please
refer to
 Securities Act Sections Compliance and Disclosure Interpretations 139.01
and
 134.03.
4. Further, we note that the conversion ratio for the Subject Convertible
Notes is as
 much as 10 times higher than the share price range you provide for your
primary
 offering. As result, it doesn t appear the Conversion Shares offered
would be at the
 same fixed price as the Offered Shares, which is prohibited under Rule
251(d)(3)(ii).
 If your offering statement is not being used for the conversion of the
Subject
 Convertible Notes, please revise to clarify whether this offering
statement is
 qualifying the shares underlying the notes for resale.
5. To the extent you are qualifying the shares for resale using Securities
Act Rule
 251(d)(3)(i)(A), please provide your analysis regarding whether those
shareholders
 are underwriters. If more than one paragraph of Rule 251(d)(3)(i) is
being used to
 qualify securities, revise your cover page to clearly identify each
subparagraph of
 Rule 251(d)(3)(i) being used and the amounts being qualified pursuant to
such
 paragraph. In addition, clarify whether and how the Company and Mr.
DiMartino will
 determine, and investors will know, if shares are being acquired from
the Company or
 the selling shareholders, and provide your analysis as to why this
transaction is not an
 indirect primary offering. If the selling stockholders are engaged in an
indirect
 primary offering, then the selling stockholders would be statutory
underwriters under
 Section 2(a)(11) of the Securities Act of 1933, as amended, and must
therefore be
 identified in the offering statement as an underwriter. For guidance,
please refer to
 Securities Act Rules Compliance and Disclosure Interpretation 612.09.
 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.

 Please contact Edwin Kim at 202-551-3297 or Matthew Derby at
202-551-3334 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Eric Newlan, Esq.
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