10-Q - GLEI - Equibles

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 April 30, 2022

☐ 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 incorporation or organization	(I.R.S.<br> Employer 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 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 of June 14, 2022.

Table

of Contents

INDEX
		Page
PART I	FINANCIAL INFORMATION
Item<br> 1.	Financial<br> Statements (unaudited)
	CONDENSED<br> BALANCE SHEETS as of April 30, 2022 and July 31, 2021	2
	STATEMENTS<br> OF COMPREHENSIVE LOSS for the three months and nine months ended April 30, 2022	3
	CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY for the nine months ended April 30, 2022	4
	STATEMENTS OF CASH FLOW for the nine months ended April 30, 2022	5
	NOTES TO THE UNAUDITED INTERIM 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
Item<br> 1.	Legal<br> Proceedings	13
Item<br> 1A.	Risk<br> Factors
Item<br> 2.	Unregistered<br> Sales of Equity Securities and Use of Proceeds	13
Item<br> 3.	Defaults<br> Upon Senior Securities.	13
Item<br> 4	Mine<br> Safety Disclosures	13
Item<br> 5.	Other<br> Information	13
Item<br> 6.	Exhibits	14
SIGNATURES		15

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, 2021. 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 nine months ended April 30, 2022 are not necessarily indicative of the results for the entire fiscal year or for any other period.

GALAXY

ENTERPRISE INC.

UNAUDITED

CONDENSED BALANCE SHEET

As

of April 30, 2022 and July 31, 2021

			July 31,<br><br>2021
ASSETS
Current assets:
Cash	17,030		$	40,863
Prepayment & Deposit	15,000			15,000
Total current assets	32,030			55,863
Total Assets	32,030			55,863
LIABILITIES & STOCKHOLDER’S EQUITY
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	4,800			6,470
Total current liabilities	4,800			6,470
Total Liabilities	4,800			6,470
STOCKHOLDER’S EQUITY
Common stock: 0.0001 par value, 500,000,000 authorized, 4,170,000 issued and outstanding as of July 31, 2021	417			417
Additional Paid in Capital	82,983			82,983
Accumulated Deficit	(56,170	)		(34,007	)
Total Stockholder’s Equity	27,230			49,393
Total Liabilities and Stockholder’s Equity	32,030			55,863

All values are in US Dollars.

(The accompanying notes are an integral part of these unaudited interim financial statements)

GALAXY

ENTERPRISE INC.

UNAUDITED

CONDENSED STATEMENT OF COMPREHENSIVE LOSS

	For the Three Months		For the Nine Months
	Ended<br>April 30,		Ended<br>April 30,
	2022		2022

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 financial statements)

GALAXY

ENTERPRISE INC.

UNAUDITED

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

For

the nine months period ended April 30, 2022

				Additional
	Common Stock			Paid in	Accumulated
	Number		Par Value	Capital	Deficit		Total

Opening Balance, July 31, 2021		4,170,000				)
Issuance of common stock		-
Net Loss		-				)		)
Closing Balance, April 30, 2022		4,170,000				)

All values are in US Dollars.

(The accompanying notes are an integral part of these unaudited interim financial statements)

GALAXY

ENTERPRISE INC.

UNAUDITED

STATEMENT OF CASH FLOWS

For

the nine months period ended April 30, 2022

	For the Nine Months
	Ended<br>April

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
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 financial statements)

GALAXYENTERPRISE, INC.NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTSApril 30, 2022(unaudited)

1. NATURE

AND CONTINUANCE OF OPERATIONS

Galaxy Enterprise 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 $56,170. For the three months ended April 30, 2022, the Company incurred a net loss of $1,044 and operating cash outflows of $23,833 for the nine months ended April 30, 2022. 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 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 July 31, 2021 financial statements. Operating results for the three-month period ended April 30, 2022 are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2022.

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, 2021.

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.

During

the period ended July 31, 2021, the Company issued 4,170,000 shares of common stock for total cash proceeds of $83,400.

As of April 30, 2022, there were no issued and outstanding stock options or warrants.

Note5. Related Party Transactions

None.

Note6. Subsequent Events

None.

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. From our incorporation on March 24, 2021 to April 30, 2022, we have incurred an accumulated deficit of $56,170. To date, we have raised an aggregate of $83,400 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 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 depending<br>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;
---	---
●	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 lease<br>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 condition<br>of the property;
---	---
●	providing<br>accounting services to document and record cash inflows and outflows, as well as related invoices, receipts, and payment 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 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 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;
---	---
●	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 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 three and nine months ended April 30, 2022

Our net loss for the three and nine-months ended April 30, 2022 was $1,044 and $22,163, respectively which consisted entirely of general and administrative fees. We did not generate any revenue during the nine-month period ended April 30, 2022.

LIQUIDITY

AND CAPITAL RESOURCES

As of April 30, 2022, our current assets were $32,030 compared to $55,863 as of July 31, 2021. The decrease in current assets in the current fiscal year is due to cash paid to cover general and administrative expenses.

As of April 30, 2022, our liabilities were $4,800 compared to $6,470 at July 31, 2021. Liabilities on April 30, 2022 were comprised entirely of accounts payable and accrued liabilities.

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.

CashFlows from Operating Activities

For the nine-month period ended April 30, 2022, net cash flows used in from operating activities were $23,833 consisting of a net loss of $22,163, which was offset by non-cash components of accounts payable and accrued liabilities of $1,670.

CashFlows from Investing Activities

For the period ended April 30, 2022, we did not generate or use cash flows in relation to investing activities.

CashFlows from Financing Activities

For the period ended April 30, 2022, 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, 2021 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 April 30, 2022, 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 April 30, 2022. 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 April 30, 2022, 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 third quarter of our 2022 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

PART

Item6. Exhibits.

31.1	Certification<br> of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2	Certification<br> of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1	Certification<br> of Chief Executive Officer Under Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification<br> of Chief Financial Officer Under Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

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.

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:<br> June 21, 2022	By:
		Gregory<br> Navone
		President,<br> Chief Executive Officer, and director
	By:
		James<br> C. Shaw
		Chief<br> Financial Officer, Treasury, Secretary and director
	By:
		Kurt<br> Strakaluse
		Director

Exhibit31.1

CertificationPursuant to Rule 13a-14(a)

I, Gregory Navone, 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.
Dated:<br> June 21, 2022	/s/<br> Gregory Navone
---	---
	Gregory Navone
	Chief Executive<br> Officer and Principal Executive 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.
Dated:<br> June 21, 2022	/s/ James C. Shaw
---	---
	James C. Shaw
	Chief Financial<br> Officer, Principal Accounting Officer, and Principal Financial Officer

Exhibit32.1

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 April 30, 2022 (the “Form 10-K”) of the Company fully complies with the<br> 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.
Dated:<br> June 21, 2022	/s/<br> Gregory Navone
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	Gregory Navone
	Chief Executive<br> Officer and Principal Executive 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.

Exhibit 32.2

CERTIFICATIONPursuant to Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350)

1.	The<br> quarterly report on Form 10-Q for the period ended April 30, 2022 (the “Form 10-K”) of the Company fully complies with the<br> requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Form 10-Q fairly presents, in all materials respects, the financial condition and results of operations of the Company.
Dated:<br> June 21, 2022	/s/ James C. Shaw
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	James C. Shaw
	Chief Financial Officer, Principal Accounting Officer<br><br> <br>and Principal Financial Officer