10-Q
Galaxy Enterprises Inc. /WY/ (GLEI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2024
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number: 333-258034
Galaxy Enterprises Inc.
(Exact name of registrant as specified in its charter)
| Wyoming | 86-1370102 |
|---|---|
| State<br> or other jurisdiction of<br><br>incorporation or organization | (I.R.S.<br> Employer<br><br>Identification No.) |
1701 Charles Iam Court
Las Vegas, Nevada 89117
(Address of principal executive offices) (Zip Code)
(702) 596-9628
Registrant’s
telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities
registered under Section 12(b) of the Exchange Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer | ☐ | Accelerated<br> filer | ☐ |
|---|---|---|---|
| Non-accelerated<br> filer | ☐ | Smaller<br> reporting company | ☒ |
| Emerging<br> growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
4,170,000 shares
of common stock are issued and outstanding as March 26, 2024.
Table
of Contents
| INDEX | Page | |
|---|---|---|
| PART I | FINANCIAL INFORMATION | 1 |
| Item<br> 1. | Financial<br> Statements (unaudited) | |
| BALANCE<br> SHEETS as of January 31, 2024 and July 31, 2023 | 2 | |
| STATEMENTS OF OPERATIONS for the six months ended January 31, 2024 and 2023 | 3 | |
| STATEMENT OF EQUITY for the six months ended January 31, 2024 and 2023 | 4 | |
| STATEMENT<br> OF CASH FLOWS for six months ended January 31, 2024 and 2023 | 5 | |
| NOTES<br> TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS | 6 | |
| Item<br> 2. | Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item<br> 3 | Quantitative<br> and Qualitative Disclosures About Market Risk | |
| Item<br> 4. | Controls<br> and Procedures | 11 |
| PART<br> II | OTHER<br> INFORMATION | 12 |
| Item<br> 1. | Legal<br> Proceedings | 12 |
| Item<br> 1A. | Risk<br> Factors | |
| Item<br> 2. | Unregistered<br> Sales of Equity Securities and Use of Proceeds | 12 |
| Item<br> 3. | Defaults<br> Upon Senior Securities. | 12 |
| Item<br> 4 | Mine<br> Safety Disclosures | 12 |
| Item<br> 5. | Other<br> Information | 12 |
| Item<br> 6. | Exhibits | 12 |
| SIGNATURES | 13 |
i
PART
I FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2023. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The results of operations for the six months ended January 31, 2024 are not necessarily indicative of the results for the entire fiscal year or for any other period.
1
GALAXY
ENTERPRISE INC.
BALANCE
SHEETS
| July 31,<br><br>2023 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash | 698 | $ | 758 | ||
| Prepayments and deposits | 15,000 | 15,000 | |||
| Total current assets | 15,698 | 15,758 | |||
| Total Assets | 15,698 | 15,758 | |||
| LIABILITIES | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 27,305 | 19,138 | |||
| Total current liabilities | 27,305 | 19,138 | |||
| Total Liabilities | 27,305 | 19,138 | |||
| STOCKHOLDER’S EQUITY | |||||
| Common stock: 0.0001 par value, 500,000,000 authorized, 4,170,000 issued and outstanding as of January 31, 2024 and July 31, 2023 | 417 | 417 | |||
| Additional paid in capital | 82,983 | 82,983 | |||
| Accumulated deficit | (95,006 | ) | (86,779 | ) | |
| Total Stockholder’s Equity | (11,607 | ) | (3,379 | ) | |
| Total Liabilities and Stockholder’s Equity | 15,698 | 15,758 |
All values are in US Dollars.
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
2
GALAXY
ENTERPRISE INC.
STATEMENTOF COMPREHENSIVE LOSS (unaudited)
| For the six month period Ended | For the three month period Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| January 31, | January 31, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| **** | **** | **** | **** | **** | ||||
| Expenses | ||||||||
| General and administrative | ||||||||
| Net Loss | ) | ) | ) | ) | ||||
| Net loss per share – basic and diluted | ||||||||
| Weighted average shares outstanding – basic and diluted |
All values are in US Dollars.
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
3
GALAXY
ENTERPRISE INC.
STATEMENTOF STOCKHOLDERS’ EQUITY (unaudited)
Forthe six month period ended January 31, 2024 and 2023
| Common Stock | Additional Paid in | Accumulated | **** | **** | ||||
|---|---|---|---|---|---|---|---|---|
| **** | Number | Par Value | Capital | Deficit | **** | Total | **** | |
| **** | **** | **** | **** | |||||
| Opening Balance, July 31, 2022 | 4,170,000 | ) | ||||||
| Issuance of Common Stock | - | |||||||
| Net Loss | - | ) | ) | |||||
| Closing Balance, January 31, 2023 | 4,170,000 | ) | ) | |||||
| Opening Balance, July 31, 2023 | 4,170,000 | ) | ) | |||||
| Issuance of Common Stock | - | |||||||
| Net Loss | - | ) | ) | |||||
| Closing Balance, January 31, 2024 | 4,170,000 | ) | ) |
All values are in US Dollars.
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
4
GALAXY
ENTERPRISE INC.
STATEMENTOF CASH FLOWS (unaudited)
| For the six month period Ended | ||||
|---|---|---|---|---|
| January 31, | ||||
| 2024 | 2023 | |||
| Cash flows from operating activities: | ||||
| Net loss for the period | ) | ) | ||
| Change in operating assets and liabilities | ||||
| Prepayments & deposits | ||||
| Accounts payable and accrued liabilities | ) | |||
| Net cash used in operating activities | ) | ) | ||
| Cash flows from financing activities: | ||||
| Issuance of common stock | ||||
| Net cash used in financing activities | ||||
| Change in cash | ) | ) | ||
| Cash – beginning of period | ||||
| Cash – end of period | ||||
| Supplemental cash flow disclosures | ||||
| Cash paid For: | ||||
| Interest | ||||
| Income tax |
All values are in US Dollars.
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
5
GALAXY
ENTERPRISES INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Asof and for the six months period ended January 31, 2024 and 2023
1. NATURE
AND CONTINUANCE OF OPERATIONS
Galaxy Enterprises Inc. (the “Company”) was incorporated in the state of Wyoming on March 24, 2021. The Company is a development stage company that intends to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. The Company’s fiscal year-end is July 31.
2. GOING
CONCERN
These financial
statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $95,006. For the six months ended January 31, 2024, the Company incurred a net loss of $8,227 and a negative operating cash outflows of $60. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern for a period no less than 12 months from the date of this report. In order to remain in business, the Company will need to raise capital in the next twelve months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and proceeds from its public offering. The Company has no written or verbal commitments from shareholders, director or officer to provide the Company with any form of cash advances, loans or other sources of liquidity to meet its working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
3. INTERIM
REPORTING
The unaudited interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s year-end July 31, 2023 financial statements. Operating results for the six-month period ended January 31, 2024 are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2024.
There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the period ended July 31, 2023.
4. CAPITAL
STOCK
The
total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.0001 per share.
There was no capital stock activity during the Six months ended January 31, 2024 and 2023.
As of January 31, 2024, there were no issued and outstanding stock options or warrants.
6
5. RELATED
PARTY TRANSACTIONS
None
6. SUBSEQUENT
EVENTS
None.
7
ITEM2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
ForwardLooking Statements
This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.
Overview
We intend to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including residential housing and Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. We also intend to provide our clients with real estate consulting services, including market analysis and modeling, market forecasts, lease and asset management, site selection, feasibility studies, sales and exit strategies, strategic planning, organizational design, capital management, and research services. We intend to commence operations in the Las Vegas, Nevada area due to the significant demand for real estate management services there and the proximity of our management team to that city.
We were only incorporated on March 24, 2021 and have not commenced pursuing our business plan because we have been focused on raising the initial capital to fund our business operations. As of January 31, 2024, we have incurred an accumulated deficit of $95,006. To date, we have raised an aggregate of $86,779 through the sale of our common stock. Proceeds from these sales were used to fund the filing of this registration statement and will be used for future working capital requirements. Further losses are anticipated in the development of our business. As a result, our auditor has expressed substantial doubt about our ability to continue as a going concern.
AnticipatedServices
We intend to provide clients with two principal types of services: (1) property management; and (2) property consulting.
Property Management Services
As property managers, the services that we intend to provide to owners of residential, commercial, and industrial properties include:
| ● | completing<br> an initial evaluation of properties and working with the owners to determine a target rental or lease rate; |
|---|---|
| ● | gathering<br> comparable rental and lease rates in the area of the properties; |
| --- | --- |
| ● | reviewing<br> the properties to determine if any repairs or upgrades should be recommended to the owners to increase rental or lease<br> value; |
| --- | --- |
| ● | gathering<br> detailed information regarding the features of the properties, including interior and exterior photographs; |
| --- | --- |
| ● | discussing<br>with the owners the policies that they would like to implement with respect to the rental or lease arrangements (e.g., acceptability<br>of pets in a residential property; acceptable uses for commercial and industrial properties); |
| --- | --- |
| ● | marketing<br> the properties for rent or lease by creating advertisements in various media including online, print, on-site signage, and fliers<br> depending on the suitability of each medium for the type of property involved; |
| --- | --- |
| ● | answering<br> potential tenant and lessee inquiries; meeting with them to view properties; and collecting applications and deposits; |
| --- | --- |
| ● | performing<br> background and credit checks on prospective tenants and lessees; |
8
| ● | communicating<br> with the property owners regarding prospective tenants and lessees; |
|---|---|
| ● | preparing<br> and overseeing the execution of lease agreements; |
| --- | --- |
| ● | performing<br> move-in inspections with tenants and lessees and having them execute a report verifying the condition of the property prior to the<br> lease commencement date; |
| --- | --- |
| ● | collecting<br> security deposits, rents, and lease payments; |
| --- | --- |
| ● | pursuing<br> late payments and fees; |
| --- | --- |
| ● | where<br> necessary, preparing the necessary paperwork to evict or commence an unlawful detainer action; |
| --- | --- |
| ● | performing<br> periodic property inspections and providing the results of each inspection to the owner if there are concerns regarding the<br> condition of the property; |
| --- | --- |
| ● | providing<br> accounting services to document and record cash inflows and outflows, as well as related invoices, receipts, and payment<br> information; |
| --- | --- |
| ● | preparing<br> monthly cash flow statements and annual reports of financial results including required tax documents for the owners; |
| --- | --- |
| ● | overseeing<br> maintenance and repairs on properties; and |
| --- | --- |
| ● | managing<br> tenant and lessee move-out including inspections, damage assessment, and damage deposit returns. |
| --- | --- |
We intend to generate revenue by charging owners a set monthly fee for our property management services, which will usually be based on a percentage of the revenue that a rented or leased property generates. Such fees will vary depending on the type of property involved, the amount of work that we will have to perform, and the rates that competitors charge for similar services.
Property Consulting Services
As property consultants, the services that we intend to provide include:
| ● | preparing<br> plans of action and evaluation for clients considering real estate acquisitions and development; |
|---|---|
| ● | interpreting<br> relevant real estate market data concerning price, yield, market stability, investment risks and trends, regulation, and economic<br> influences; |
| --- | --- |
| ● | searching<br> public records for transactions such as sales, leases, and assessments; |
| --- | --- |
| ● | computing<br> property values while considering factors such as depreciation, replacement cost, comparable properties, and income<br> potential; |
| --- | --- |
| ● | obtaining<br> county land values and sales information in support of value assessments; |
| --- | --- |
| ● | checking<br> building codes and zoning bylaws that may impact appraisal and development; |
| --- | --- |
| ● | estimating<br> building replacement costs using building valuation manuals and professional cost estimators; |
| --- | --- |
| ● | inspecting<br> properties to evaluate construction, condition, features, and functional design; |
| --- | --- |
9
| ● | evaluating<br> land and neighborhoods where properties are situated including assessing locations, trends, and pending changes that could influence<br> present and developed land value; |
|---|---|
| ● | providing<br> market analysis and modelling for properties, as well as market forecasts and research; and |
| --- | --- |
| ● | providing<br> advice on site selection, feasibility studies, sales and exit strategies, strategic planning, organizational design, and capital<br> management. |
| --- | --- |
We intend to generate revenue by charging owners either an hourly rate for our services or a set price for certain service that we reach through negotiation with the clients. Initially, two of our directors, Gregory Navone, and James C. Shaw will provide these services to clients. As our operations expand, we will need to retain additional staff in order to provide all of the above-noted services.
Demand for Property Management and Consulting Services
According to the University of Nevada – Las Vegas Center for Business and Economic Research’s 2019 report, the population of Clark County in which Las Vegas is situated is expected to grow from 2,284,616 residents in 2018 to approximately 2,719,000 residents in 2030, which represents a population increase of about 19% within that time frame. Cumming Corporation, an international construction management company that provides forecasts regarding construction trends in various jurisdictions, projects that the residential construction will increase in 2021 by almost 30% with multi-family rather than single-family residences driving this growth. However, the firm foresees that demand will outpace supply due to labor and supply chain constraints. These trends will likely increase demand for residential, commercial, and industrial real estate in the area, as well as increase demand for property management and consulting services.
MarketingStrategy
While we intend to offer our services to all sectors of the property management and consulting markets, we will initially focus on commercial real and multi-unit residential estate given our president’s experience in developing and operating shopping centers and apartment buildings in Las Vegas. We believe that we will be able to charge higher rates for our services in these sectors because they tend to generate relatively higher profit margins for owners and often require significant professional management and advice due to the large scale of construction and operations.
In order to reach our target market sectors, we intend to rely upon the real estate and other business relationships that our directors have established in the Las Vegas area and also focus our marketing efforts on our Internet presence, electronic brochures, and as our business develops, print media advertising. We believe that social media tools are critically important to building our brand and awareness of our business and will focus on online video advertising, client testimonials, and virtual tours of available properties that we manage. We also intend to select and place advertising on those social media platforms that will be effective in reaching our target clients.
Resultsof Operations for the Six months ended January 31, 2024 and 2023
Our net loss for the six-month period ended January 31, 2024 and 2023 was $8,227 and $4,861, respectively, which consisted entirely of general and administrative fees. We did not generate any revenue to date.
LIQUIDITY
AND CAPITAL RESOURCES
As at January 31, 2024, our current assets were $15,698 compared to $15,758 as of July 31, 2023. The slight increase in current assets in the current fiscal year is due to use of cash to pay ordinary business expenses.
As at January 31, 2024, our liabilities were $27,305 compared to $19,138 at July 31, 2023, which comprised entirely of accounts payable and accrued liabilities. The increase in liabilities in the current fiscal year is due to accruing for accounting and professional fees.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.
10
CashFlows from Operating Activities
For the six-month period ended January 31, 2024, net cash flows generated from operating activities were $60 consisting of a net loss of $8,227, which was offset by non-cash components of accounts payable and accrued liabilities of $8,167 from the accrual of the accounting and professional fees.
CashFlows from Investing Activities
For the period ended January 31, 2024, we did not generate or use cash flows in relation to investing activities.
CashFlows from Financing Activities
For the period ended January 31, 2024, we did not generate or use cash flows in relation to financing activities.
OFF-BALANCE
SHEET ARRANGEMENTS
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING
CONCERN
The independent auditors’ report accompanying our July 31, 2023 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item4. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of January 31, 2024, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management’sAnnual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of January 31, 2024. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of January 31, 2024, our internal control over financial reporting is not effective.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of our 2024 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11
PART
II—OTHER INFORMATION
Item1. Legal Proceedings.
None
Item2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item3. Defaults Upon Senior Securities.
None.
Item4. Mine Safety
Not Applicable.
Item5. Other Information
None.
Item6. Exhibits.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| SEC Ref. No. | Title of Document |
|---|---|
| 101.INS | XBRL<br> Instance Document |
| 101.SCH | XBRL<br> Taxonomy Extension Schema Document |
| 101.CAL | XBRL<br> Taxonomy Calculation Linkbase Document |
| 101.DEF | XBRL<br> Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL<br> Taxonomy Label Linkbase Document |
| 101.PRE | XBRL<br> Taxonomy Presentation Linkbase Document |
The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| **** | Galaxy Enterprises Inc. | |
|---|---|---|
| Dated: March<br> 26, 2024 | By: | /s/<br> Gregory<br> Navone |
| Gregory<br> Navone | ||
| President,<br> Chief Executive Officer, and director | ||
| By: | /s/<br> James<br> C. Shaw | |
| James<br> C. Shaw | ||
| Chief<br> Financial Officer, Treasury, Secretary and director | ||
| By: | /s/<br> Kurt<br> Strakaluse | |
| Kurt<br> Strakaluse | ||
| Director |
13
EXHIBIT31.1
CERTIFICATIONS
I, Gregory Navone, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Galaxy Enterprises Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrant and I have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 19, 2024
| By: | /s/<br> Gregory Navone |
|---|---|
| Gregory<br> Navone | |
| Chief Executive Officer<br>and Chief Financial Officer | |
| (Principal Executive Officer,<br>Principal Financial | |
| Officer and Principal Accounting<br>Officer) |
EXHIBIT31.2
CertificationPursuant to Rule 13a-14(a)
I, James C. Shaw, hereby certify that:
| 1. | I<br> have reviewed this quarterly report on Form 10-Q of Galaxy Enterprises Inc.; | |
|---|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report; | |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report; | |
| 4. | I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and<br> 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant<br> and have: | |
| a. | Designed such<br> disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such<br> internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the<br> effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br> effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and | |
| d. | Disclosed in<br> this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and | |
| 5. | I<br> have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors: | |
| --- | --- | --- |
| a. | All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether<br> or not material, that involves management or other employees who have a significant role in the registrant’s internal control<br> over financial reporting. | |
| Date:<br> March 26, 2024 | /s/ James C. Shaw | |
| --- | --- | |
| James C. Shaw | ||
| Chief Financial<br> Officer, Principal Accounting Officer, and Principal Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Gregory Navone, Chief Executive Officer and Chief Financial Officer of Galaxy Enterprises Inc. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the period ended January 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 19, 2024
| By: | /s/<br> Gregory Navone |
|---|---|
| Gregory<br> Navone | |
| Chief Executive Officer<br>and Chief Financial Officer | |
| (Principal Executive Officer,<br>Principal Financial | |
| Officer and Principal Accounting<br>Officer) |
EXHIBIT32.2
CERTIFICATIONPursuant to Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350)
Pursuant to Section 906 of the Sarbanes-Oxley Act of (18 U.S.C. 1350), the undersigned officer of Galaxy Enterprises Inc., a Wyoming corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge and belief, that:
| 1. | The<br> quarterly report on Form 10-Q for the period ended January 31, 2024 (the “Form 10-Q”) of the Company fully complies with<br> the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| 2. | The information<br> contained in the Form 10-Q fairly presents, in all materials respects, the financial condition and results of operations of the Company. |
| Date:<br> March 26, 2024 | /s/ James<br> C. Shaw |
| --- | --- |
| James<br> C. Shaw | |
| Chief<br>Financial Officer, Principal Accounting Officer and Principal Financial Officer |
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act.