U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2019

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: 333-51918

GALAXY NEXT GENERATION, INC.

  (Exact Name of Registrant as Specified in Its Charter)


Nevada

 

62-1363026

(State of Incorporation)

 

(IRS Employer Identification No.)

 

 

 

286 Big A Road Toccoa, Georgia

 

30577

(Address of Principal Executive Offices)

 

(Zip Code)

 

(706) 391-5030

(Registrant’s telephone number, including area code)


-i-

 

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, as amended, (the “Exchange Act”) 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 [X] No [      ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [X] No [      ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging   growth company or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check   one):

 

Large accelerated filer [      ]

Non-accelerated filer   [      ]

Accelerated filed   [      ]

Smaller reporting company [   x   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [      ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Common shares as of November 13, 2019 was 16,882,050.  


-ii-

 

FORM 10-Q

GALAXY NEXT GENERATION, INC.

 

 

Table of Contents

 
 

 

Page

 

PART  I. Financial Information

 

Item 1.

Unaudited consolidated financial statements

2

 

Consolidated balance sheets as of September 30, 2019 (unaudited) and June 30, 2019 (audited)

3

 

Consolidated statements of operations for the three months ended September 30, 2019 and 2018  (unaudited)

4

 

Consolidated statement of stockholders’ equity (deficit) for the three months ended September 30, 2019 (unaudited)

5

 

Consolidated statements of cash flows for the three months ended September 30, 2019 and 2018 (unaudited)

6

 

Notes to the consolidated financial statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

49

Item 4.

Controls and Procedures

50

 

PART II. Other Information

Item 1.

Legal Proceedings

51

Item 1A.

Risk Factors

51

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

51

Item 3.

Defaults Upon Senior Securities

51

Item 4.

Mine Safety Disclosures

51

Item 5.

Other Information

51

Item 6.

Exhibits

52

 

Signatures

53


-1-

 

PART I – FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

 

The following unaudited consolidated financial statements are included herein:

Galaxy Next Generation, Inc.

Consolidated Financial Statements

September 30, 2019

 

Consolidated balance sheets as of September 30, 2019 (unaudited) and June 30, 2019 (audited)

3

Consolidated statements of operations for the three months ended September 30, 2019 and 2018 (unaudited)

4

Consolidated statement of stockholders' equity (deficit) for the three months ended September 30, 2019 (unaudited)

5

Consolidated statements of cash flows for the three months ended September 30, 2019 and 2018 (unaudited)

6

Notes to the consolidated financial statements

7

-2-


GALAXY NEXT GENERATION, INC.

Consolidated Balance Sheets

 

September 30, 2019

 

June 30, 2019

Assets

(Unaudited)

 

(Audited)

Current Assets

     

Cash

 $                   415,805

 $                   169,430

Accounts receivable, net

                      840,231

                      262,304

Inventories, net

                      429,542

                      648,715

Prepaid and other current assets

                       25,798

                       20,898

 

Total Current Assets

                   1,711,376

                   1,101,347

 

Property and Equipment, net (Note 2)

                       57,473

                       26,765

 

Intangibles, net (Note 1 and 13)

     2,960,000

                                -

 

Goodwill (Note 12 and 13)

                  1,634,507

                      834,220

 

Total Assets

 $                6,363,356

 $                1,962,332

 

Liabilities and Stockholders' Equity (Deficit)

 

Current Liabilities

Line of credit (Note 3)

 $                1,230,550

 $                1,230,550

Convertible notes payable, net of discount (Note 4)

                   2,282,097

                   2,124,824

Derivative liability, convertible debt features and

warrants (Note 5)

                      366,601

                   1,025,944

Current portion of long term notes payable (Note 4)

                      361,010

                      279,346

Accounts payable

                   1,748,339

                      690,882

Accrued expenses

                      863,119

                      597,351

Deferred revenue

                      667,499

                      247,007

Short term portion of related party notes

payable (Note 6)

                      600,000

                      200,000

 

Total Current Liabilities

                   8,119,215

                   6,395,904

 

Noncurrent Liabilities

Long term portion of accounts payable

                      146,069

                      174,703

Long term portion of related party notes

payable (Note 6)

                      500,000

                                -

Notes payable, less current portion (Note 4)

                                -

                         1,607

 

Total Liabilities

                   8,765,284

                   6,572,214

 

Stockholders' Equity (Deficit)

Common stock

                         1,343

                         1,072

Additional paid-in-capital

                  9,084,761

                   4,859,731

Accumulated deficit

                (11,488,032)

                  (9,470,685)

 

Total Stockholders' Equity (Deficit)

                  (2,401,928)

                  (4,609,882)

 

Total Liabilities and Stockholders' Equity (Deficit)

 $                6,363,356

 $                1,962,332

 

See accompanying notes to the consolidated financial statements (unaudited)

-3-


GALAXY NEXT GENERATION, INC.

Consolidated Statements of Operations

(Unaudited)

 

Three Months Ended September 30,

 

2019

 

2018

       

Revenues

     

Technology interactive panels and related products

 $                  621,833

 $                  496,470

Entertainment theater ticket sales and concessions

                                -

                     216,755

Technology office supplies

                         3,064

                         6,194

 

Total Revenues

                     624,897

                     719,419

 

Cost of Sales

Technology interactive panels and related products

                     493,679

                     407,351

Entertainment theater ticket sales and concessions

                                -

                       71,558

 

Total Cost of Sales

                     493,679

                     478,909

 

Gross Profit

                     131,218

                     240,510

 

General and Administrative Expenses

Stock compensation and stock issued for services

                  1,327,811

                                -

General and administrative

                     796,048

                     863,594

 

Loss from Operations

                 (1,992,641)

                    (623,084)

 

Other Income (Expense)

Other income

                         3,049

                       40,444

Expenses related to convertible notes payable:

Change in fair value of derivative liability

                     802,968

                                -

Interest accretion

                    (228,933)

                                -

Interest expense

                    (601,790)

                      (48,813)

 

Total Other Income (Expense)

                      (24,706)

                        (8,369)

 

Net Loss before Income Taxes

                 (2,017,347)

                    (631,453)

 

Income taxes  (Note 9)

                                -

                                -

 

Net Loss

 $              (2,017,347)

 $                 (631,453)

 

Net Basic and Fully Diluted Loss Per Share

 $                     (0.138)

 $                     (0.065)

 

Weighted average common shares outstanding

Basic and fully diluted

                14,658,382

                  9,656,723

 

Fully diluted

                17,105,758

                  9,656,723

See accompanying notes to the consolidated financial statements (unaudited)

-4-

GALAXY NEXT GENERATION, INC.

Consolidated Statement of Changes in Stockholders' Equity (Deficit)

Three Month Period Ended September 30, 2019

(Unaudited)

                 

 

 

Common Stock

 

 

 

 

 

 

 

Shares

 

Amount

 

Additional

Paid-in Capital

 

Accumulated

Deficit

 

Total

Stockholders'

Deficit

Balance, June 30, 2019

     11,318,901

 $   1,072

 $      4,859,731

 $   (9,470,685)

 $      (4,609,882)

 

Common stock issued for services in July and August 2019 (Notes 8)

 475,000
 48
1,203,252
  -
  1,203,300

 

         

          

         

                    

         

Common stock issued in exchange for debt reductionin August 2019 (Note 8)

 347,397
 35
  619,068
    -
 619,103

 

         

          

          

                  

             

Settlement of conversion features in August and September 2019 (Note 8)

   -
-
149,374
  -
 149,374

 

                  

             

            

                    

             

Issuance of common stock to warrant holders in September 2019 (Note 8)

 644,709
  -
  -
  -
  -

 

         

           

                      

                    

                       

Common stock issued as compensation in September 2019 (Note 8)

 44,511
 4
 44,507
  -
  44,511

 

           

            

             

                    

              

Common stock issued for services in September 2019 (Note 8)

80,000
 9
 79,991
 -
80,000

 

            

            

             

                     

                

Common stock issued in acquisition of EhlertSolutions, Inc. and Interlock Concepts, Inc. (Note 8 and 13)

1,350,000
 135
 1,720,216
   -
 1,720,351,

 

       

        

        

                   

          

Common stock issued in exchange for debt reduction September 2019 (Note 8)

 397,864
   40
408,622
 -
  408,662
 

Consolidated net loss

                     -

             -

                        -

      (2,017,347)

         (2,017,347)

 

Balance, September 30, 2019

     14,658,382

 $   1,343

 $      9,084,761

 $ (11,488,032)

 $      (2,401,928)

 

See accompanying notes to the consolidated financial statements (unaudited)

 

-5-


GALAXY NEXT GENERATION, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

Three Months Ended September 30,

 

2019

 

2018

Cash Flows from Operating Activities

     

Net loss

 $            (2,017,347)

 $           (631,453)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

7,832

 89,211

Amortization of convertible debt discounts

60,268

    -

Accretion and settlement of financing instruments

and change in fair value of derivative liability

    (1,346,797)

   -

Changes in assets and liabilities:

Accounts receivable

   82,359

 290,966

Inventories

 304,970

  218,553

Prepaid expenses and other assets

     -

  (198)

Accounts payable

   (22,995)

   (259,425)

Accrued expenses

  (346,095)

   8,412

Deferred revenue

  (91,453)

   (219,820)

 

Net cash used in operating activities

 (3,369,258)

  (503,754)

 

Cash Flows from Investing Activities

Acquisition of business, net of cash

  2,967,918

    -

Purchase of property and equipment

(17,636)

     -

 

Net cash provided by financing activities

2,950,282

       -

 

Cash Flows from Financing Activities

Proceeds from convertible notes payable

  667,000

       -

Principal payments on mortgage and capital lease obligations

(1,649)

     (23,214)

Principal payments on short-term notes payable

    -

                                (17,500)

Payments on advances from shareholders, net

   -

                              (111,173)

Proceeds from issuance of common stock

   -

637,000

Proceeds from notes payable - related parties

   -

 45,000

 

Net cash provided by financing activities

   665,351

 530,113

 

Net Increase in Cash and Cash Equivalents

246,375

26,359

 

Cash, Beginning of Period

 169,430

184,255

 

Cash, End of Period

 $                415,805

 $        210,614

 

Supplemental and Non Cash Disclosures

Cash paid for interest

 $                129,536

 $          48,813

 

Related party note payable issued for acquisition of business

 $                900,000

 $                    -

 

Settlement of conversion feature

 $                149,374

 $                    -

 

Acquisition of goodwill and intangibles

 $              3,760,287

 $                    -

 

Common stock issued in exchange for debt reduction

 $              1,027,765

 $                    -

 

Noncash additions related to convertible debt

 $                 119,986

 $                    -

 

Stock compensation and stock issued for services

 $              1,327,811

 $                    -

 

See accompanying notes to the consolidated financial statements (unaudited)

 

-6-

Note 1 - Summary of Significant Accounting Policies

 

Corporate History, Nature of Business and Mergers

 

Galaxy Next Generation LTD CO. (“Galaxy CO”) was organized in the state of Georgia in February 2017 while R & G Sales, Inc. (“R&G”) was organized in the state of Georgia in August 2004. Galaxy CO merged with R&G (“common controlled merger”) on March 16, 2018, with R&G becoming the surviving company. R&G subsequently changed its name to Galaxy Next Generation, Inc. (“Galaxy”).

 

FullCircle Registry, Inc., (“FLCR”) is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those company’s owners. FLCR’s subsidiary, FullCircle Entertainment, Inc. (“Entertainment” or “FLCE”), owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana.

 

On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.’s (FLCR) newly formed subsidiary - formed specifically for the transaction (Galaxy MS). The merger resulted in Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Galaxy by FLCR is considered a reverse acquisition, an acquisition transaction where the acquired company, Galaxy, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction is being treated as a purchase by Galaxy rather than a purchase by FLCR is that FLCR is a public reporting company, and Galaxy’s stockholders gained majority control of the outstanding voting power of FLCR’s equity securities. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements of the Company prior to the merger are those of Galaxy.

 

In recognition of Galaxy’s merger with FLCR, several things occurred: (1) FLCR amended its articles of incorporation to change its name from FullCircle Registry, Inc. to Galaxy Next Generation, Inc.; (2) Galaxy and FLCR changed its fiscal year end to June 30, effective June 2018; (3) FLCR authorized shares of preferred stock were increased to 200,000,000 and authorized shares of common stock were increased to 4,000,000,000, (prior to the Reverse Stock Split) both with a par value of $0.0001; and (4) the Board of Directors and Executive Officers approved Gary LeCroy, President and Director; Magen McGahee, Secretary and Director; and Carl Austin, Director; and (5) the primary business operated by the combined company became the business that was operated by Galaxy.

 

On September 4, 2019, Galaxy entered into a stock purchase agreement with Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions).  Under the stock purchase agreement, Galaxy acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future earnings goals.

 

The financial statements after the completion of the merger and acquisition include the consolidated assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Full Circle Registry, Inc., FullCircle Entertainment, Inc., Interlock Concepts, Inc., and Ehlert Solutions Group, Inc. referred to collectively as the “Company”).



-7-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Corporate History, Nature of Business and Mergers (Continued)

 

As disclosed in Note 12, the Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares.

 

Galaxy is a manufacturer and U.S. distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy’s products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxy’s own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. Galaxy’s distribution channel consists of approximately 30 resellers across the U.S. who primarily sell its products within the commercial and educational market. Galaxy does not control where the resellers focus their resell efforts; however, the K-12 education market is the largest customer base for Galaxy products comprising nearly 90% of Galaxy’s sales. In addition, Galaxy also possesses its own reseller channel where it sells directly to the K-12 market, primarily throughout the Southeast region of the United States.

 

Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and northwest United States.  Solutions and Concepts’ products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use.  The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments.  Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model.  These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems.

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

 

All intercompany transactions and accounts have been eliminated in the consolidation.

 

The Company’s financial reporting segments are Technology (reflecting the operations of Galaxy, Concepts, and Solutions) and Entertainment (reflecting the operations of the movie theater). The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR).  


-8-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Segment Reporting

 

The Company has identified two reportable segments: Technology and Entertainment. Segment determination is based on the internal organization structure, management of operations and performance evaluation by management and the Company’s Board of Directors. Separate management of each segment is required because each business unit is subject to different operational issues and strategies.

 

The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy's products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices.  Concepts is a manufacturing company creating innovative products that provide fundamental tools for building notification systems.  Solutions is an audio design company providing installation, design, and servicing to customers.

 

The Entertainment segment owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generates revenues from movie ticket sales and concessions.

 

Use of Estimates

 

The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates used in preparing the consolidated financial statements include those assumed in computing the allowance for doubtful accounts, inventory reserves, product warranty liabilities, valuation of goodwill and intangibles, valuation of convertible notes payable and related warrants, and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year.


-9-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Capital Structure


In accordance with ASC 505, Equity, the Company’s capital structure is as follows:

 

   

September 30, 2019

     
   

Authorized

 

Issued

 

Outstanding

     

Common stock

 

     4,000,000,000

    14,658,382

  14,619,757

$.0001 par value, one vote per share

   
     

Preferred stock

 

        200,000,000

                     -   

                   -   

$.0001 par value, one vote per share

   
     

Preferred stock - Class A

 

                750,000

                     -   

                   -   

$.0001 par value; no voting rights

   
     

Preferred stock - Class B

 

             1,000,000

                     -   

                   -   

Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually

   

Preferred stock - Class C

 

             9,000,000

                     -   

                   -   

$.0001 par value; 500 votes per share, convertible to common stock

   
   

June 30, 2019

     
   

Authorized

 

Issued

 

Outstanding

     

Common stock

 

     4,000,000,000

    11,318,901

  11,280,276

$.0001 par value, one vote per share

   
     

Preferred stock

 

        200,000,000

                     -   

                   -   

$.0001 par value, one vote per share

   
     

Preferred stock - Class A

 

                750,000

                     -   

                   -   

$.0001 par value; no voting rights

   
     

Preferred stock - Class B

 

             1,000,000

                     -   

                   -   

Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually

   

Preferred stock - Class C

 

             9,000,000

                     -   

                   -   

$.0001 par value; 500 votes per share, convertible to common stock

 

There is no publicly traded market for the preferred shares.

There are 112,619,758 common shares reserved at September 30, 2019 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 14).

 

There are 9,578,501 issued common shares that are restricted as of September 30, 2019. The shares may become free-trading after six months of being held upon satisfaction of certain terms and regulatory conditions.  


-10-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Business Combinations

 

The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.

 

Concurrent with the reverse triangular merger of FLCR and the acquisitions of Concepts and Solutions, the Company applied pushdown accounting. Pushdown accounting refers to the use of the acquirer’s basis in the preparation of the acquiree’s separate financial statements as the new basis of accounting for the acquiree. See Notes 12 and 13 for a discussion of the merger and acquisition and the related impact on the Company’s consolidated financial statements.

 

Revenue Recognition

 

Technology Interactive Panels and Related Products

 

The Company derives revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, maintenance and warranty services). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.

 

Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the Company’s interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents the Company’s best estimate of selling price.

 


-11-

Note 1 - Summary of Significant Policies (Continued)

 

Revenue Recognition (Continued)

 

The fair value of installation services is separately calculated using expected costs of installation services. Many times, the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis.

 

The Company sells equipment with embedded software to its customers. The embedded software is not sold separately, and it is not a significant focus of the Company’s marketing efforts. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of FASB guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole.

 

Deferred revenue consists of customer deposits and advance billings of the Company’s products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes.

 

Because of the nature and quality of the Company’s products, the Company provides for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. As of September 30, 2019 and June 30, 2019, the Company accrued $102,350 and $82,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying consolidated balance sheets. The accrued warranty costs are based primarily on historical warranty claims as well as current repair costs. There was $82,494 and $0 of warranty expense for the three months ended September 30, 2019 and 2018, respectively. The Company is negotiating a warranty settlement with one of its manufacturers. At September 30, 2019, the Company accrued $292,138 payable to this manufacturer to be paid over twenty-four months.

 

Entertainment Theater Ticket Sales and Concessions

 

Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale.  


-12-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Cash and Cash Equivalents

 

The Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less.

 

From time to time, the Company has on deposit, in institutions whose accounts are insured by the Federal Deposit Insurance Corporation, funds in excess of the insured maximum. The at-risk amount is subject to significant fluctuation daily throughout the year. The Company has never experienced any losses related to these balances, and as such, the Company does not believe it is exposed to any significant risk.

 

Accounts Receivable

 

The Company reports accounts receivable at invoiced amounts less an allowance for doubtful accounts. Interest is not charged on past due accounts. Management reviews each receivable balance and estimates that portion, if any, of the balance that will not be collected. The carrying amount of the accounts receivable is then reduced by an allowance based on management’s estimate. At September 30, 2019 and June 30, 2019, management had determined an allowance on uncollectable accounts totaling $100,000 and $0, respectively, At September 30, 2019 and June 30, 2019, $97,629 and $247,007, respectively, of total accounts receivable were considered unbilled and recorded as deferred revenue.

 

Inventories

 

Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) method of accounting. All inventory at September 30, 2019 and June 30, 2019, represents goods available for sale. Inventory is mostly comprised of interactive panels. Management estimates $20,000 of obsolete or slow-moving inventory reserves at September 30, 2019 and June 30, 2019.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations.


-13-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Property and Equipment (Continued)

 

Property and equipment at September 30, 2019 and June 30, 2019 and the estimated useful lives used in computing depreciation, are as follows:

 

Furniture and fixtures

2-5 years

Equipment

5 years

Vehicles

5 years

 

Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $7,832 and $89,211 for the three months ended September 30, 2019 and 2018, respectively.

 

Long-lived Assets

 

Long-lived assets to be held and used are tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset.

 

Goodwill

 

Goodwill, net of accumulated impairment losses, representing the excess of cost over the net tangible and identifiable assets of acquired businesses, is stated at cost. Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.

 

At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit.

 

If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company’s consolidated statement of operations.


-14-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Intangible Assets

 

Intangible assets are stated at the lower of cost or fair value. Iintangible assets are amortized on a straight-line basis over periods ranging from two to four years, representing the period over which we expect to receive future economic benefits from these assets.  Estimated amortization expense related to intangible assets for the next five years is: $1,072,000 for 2020, $1,072,000 for 2021, $272,000 for 2022, $272,000 for 2023, and $272,000 for 2024.

 

 

September 30, 2019

 

Cost

Finite-lived assets:

Customer list

 $                 881,000

Chinese vendor from Interlock

                    479,000

Noncompete agreement

                  1,600,000

 

 $               2,960,000

There were no intangible assets as of June 30, 2019.

 

Distinguishing Liabilities from Equity

 

The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

 

If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company determines temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.

 

Initial Measurement

 

The Company records financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.

 

Subsequent Measurement – Financial Instruments Classified as Liabilities

 

The Company records the fair value of financial instruments classified as liabilities at each subsequent measurement date.

 

The changes in fair value of financial instruments classified as liabilities are recorded as other income (expense).

-15-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year end date.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be utilized.

 

Research and Development

 

The Company accounts for research and development (R&D) costs in accordance with the Research and Development topic of the ASC. Under the Research and Development topic of the ASC, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third party R&D costs are expensed when the contracted work has been performed.

 

Stock-based Compensation

 

The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method. ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. The Company, from time to time, may issue common stock to acquire services or goods from non-employees. Common stock issued to persons other than employees or directors are recorded on the basis of their fair value.

 

Earnings (Loss) per Share

 

Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods.  

 

Fair Value of Financial Instruments

 

The Company categorized its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs.


-16-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Fair Value of Financial Instruments (Continued)

 

As of September 30, 2019 and June 30, 2019, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy defined above.

 

Derivative Liabilities

 

The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements.  Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period.  The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion featuresand anti-dilution clauses in agreements.

 

Recently Adopted Accounting Standards

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU, together with its related clarifying ASUs (collectively “ASU 2016-02”), amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the consolidated balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For leases with a term of 12 months or less, a lessee can make an accounting policy election by class of underlying asset not to recognize an asset and corresponding liability. Lessees will also be required to provide additional qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. On July 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, meaning it has been applied to leases that existed or have been entered into after July 1, 2019, without adjusting comparative periods in the financial statements. The adoption of this standard had no material impact on the financial statement presentation.

 

In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718). This ASU requires that an entity measure and classify share based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company adopted this standard effective July 1, 2019 with no material impact on the consolidated financial statements.


-17-

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU provides amendments to Topic 326 related to estimating and measuring credit losses. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company adopted this standard effective July 1, 2019 with no material impact on the consolidated financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. This ASU provides amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of the measurement uncertainty that should be applied. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company adopted this standard effective July 1, 2019 with no material impact on the consolidated financial statements.

 

Leases

 

On July 1, 2019, the Company adopted ASU 2016-02, which amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheets for leases with terms greater than 12 months or leases that contain a purchase option that is reasonable certain to be exercised. Lessees are required to classify leases as either financing or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

-18-

 

Note 1 - Summary of Significant Accounting Policies (Continued)

 

Leases (Continued)

 

The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allows entities to (1) not reassess whether any expired or existing contracts contain leases, (2) retain the classification of leases (e.g., operation or finance lease) existing at the date of adoption and (3) not reassess initial direct costs for any existing leases.

 

The Company adopted ASU 2016-02 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of July 1, 2019.  The adoption of ASU 2016-02 did not have a material impact on the Company’s balance sheet, result of operations or cash flows.

 

The Company primarily leases office and warehouse space as well as delivery vehicles used in providing equipment to its customers. The Company’s leases expire through December 2021. Most leases contain renewal options for varying periods, which are at the Company’s sole discretion and included in the expected lease term if they are reasonably certain of being exercised.

 

Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable.

 

Short-term leases (leases with an initial term of 12 months or less or leases that are cancellable by the lessee and lessor without significant penalties) are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the term of the lease. The majority of the Company’s short-term leases related to certain property and delivery equipment. These leases are entered into at agreed upon hourly, daily, weekly, or monthly rental rates for an unspecified duration and typically terminate for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonable certain that the equipment will be leased for a term greater than 12 months.

 

-19-

Note 2 - Property and Equipment

 

Property and equipment are comprised of the following at:

 

September 30, 2019

 

June 30, 2019

Vehicles

 $                 119,496

 $                   74,755

Equipment

                        6,645

                        5,000

Furniture and fixtures

                      30,235

                      12,598

 

                    156,376

                      92,353

Accumulated depreciation

                     (98,903)

                     (65,588)

 

Property and equipment, net

 $                   57,473

 $                   26,765


Note 3 - Line of Credit

 

The Company has a $1,250,000 line of credit at September 30, 2019 and June 30, 2019 bearing interest at prime plus 0.5% (5.5% at September 30, 2019 and 6.0% June 30, 2019) which expires December 2019. The line of credit is collateralized by certain real estate owned by a family member of a stockholder, 850,000 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. A minimum average bank balance of $50,000 is required as part of the line of credit agreement. In addition, a 20% curtailment of the outstanding balance may occur during 2019. The outstanding balance was $1,230,550 at September 30, 2019 and June 30, 2019.


-20-

Notes 4 - Notes Payable

 

Long Term Notes Payable

 

The Company's long-term notes payable obligations to unrelated parties are as follows at:

 

September 30, 2019

 

June 30, 2019

The Company has a note payable with a bank. Previous terms had maturity set at December 2018 and accrued interest at 2.10% annually. The note agreement was amended and now bears interest at 3.10% and matures on December 31, 2019. The note is guaranteed by a stockholder and collateralized by a certificate of deposit owned by a related party.

     

 $                 274,900

 $                 274,900

 

Unsecured note payble with a financial instituion that has a maximum borrowing of $150,000 with no expiration. A flat fee is charged on each draw and payments are auto-deducted monthly.

                      81,706

                              -

 

Capital leases with a related party for delivery vehicles with monthly installments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the capital leases was paid in full in July 2019 leaving one delivery vehicle capital lease remaining.

                       4,404

                       6,053

 

Total Non-Related Party Notes Payable

                    361,010

                    280,953

 

Current Portion of Non-Related Party Notes Payable

                    361,010

                    279,346

 

Long-term Portion of Non-Related Party Notes Payable

 $                           -

 $                     1,607

 

Future minimum principal payments on the non-related party long term notes payable are as follows:

Year ending September 30,

 

2020

 $       361,010

-21-

Note 4 - Notes Payable (Continued)

 

Convertible Notes Payable

 

September 30, 2019

 

June 30, 2019

On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matured in July 2019 and was converted to equity.

     

 $                                         -

 $                             382,000

 

On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note was paid in full during the period ending September 30, 2019 by partial conversion to stock and issuance of debt.

                                            -

                                200,000

 

On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Two draws of $112,500 and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in March 2020. The Company has $56,250 of available borrowings under this note at September 30, 2019.

                                168,750

                                168,750

 

On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The Company has $112,500 of available borrowings under this note at September 30, 2019.

                                112,500

                                112,500

-22-

Note 4 - Notes Payable (Continued)

 

Convertible Notes Payable (Continued)

 

On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note.

                             1,325,000

                             1,325,000

 

On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.

                                322,580

                                322,580

 

On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.

 366,120
  366,120

-23-

Note 4 - Notes Payable (Continued)

 

Convertible Notes Payable (Continued)

 

On July 2, 2019, the Company signed a convertible promissory note with an investor. The $165,000 note was issued at a discount of $16,500 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in July 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.

     
     
     

                                165,000

 

                                            -

       

On August 15, 2019, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $15,000 and bears interest at 6% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.

     
     
     

                                225,000

 

                                            -

       

On August 6, 2019, the Company signed a convertible promissory note with an investor. The $220,000 note was issued at a discount of $20,000 and bears interest at 12% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.

     
     
     

                                220,000

 

                                            -

       

On August 29, 2019, the Company signed a convertible promissory note with an investor. The $234,726 note was issued at a discount of $16,376 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.

234,726
        
-
 

Total Convertible Notes Payable

                             3,139,676

                             2,876,950

 

Less: Unamortized original issue discounts

                                857,579

                                752,126

 

Current Portion of Convertible Notes Payable

                             2,282,097

                             2,124,824

 

Long-term Portion of Convertible Notes Payable

 $                                         -

 $                                         -

-24-

Note 4 - Notes Payable (Continued)

 

Convertible Notes Payable (Continued)

 

The original issue discount is being amortized over the terms of the convertible notes using the effective interest method. During the three months ended September 30, 2019, the Company amortized $60,268 of debt discounts to interest expense and $228,933 to interest accretion. There was no amortization of debt discounts during the three months ended September 30, 2018.

 

Convertible notes are subordinate to the bank debt of the Company.

 

Accrued but unpaid interest on the notes is convertible by the lender into, and payable by the Company in common shares at a price per common share equal to the most recent closing price of the Company’s common shares prior to the delivery to the Company of a request to convert interest, or the due date of interest, as applicable. Interest, when due, is payable either in cash or common shares.

 

The conversion features meets the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense).

 

Warrants

 

The Company issued common stock and warrants as consideration for the convertible notes. The warrants contain certain anti-dilutive clauses that are accounted for as financial derivatives. The warrants meet the definition of a derivative liability instrument because the exercise price is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.  As a result, the value of the unexercised warrants are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense).. Unexercised warrants of 77,342 are outstanding at September 30, 2019 and June 30, 2019.  All outstanding warrants have an original exercise prices of $4 per share, contain anti-dilution protection clauses, and expire 36 months from issue date. The anti-dilution clause was triggered for outstanding warrants, which now have an exercise price of $1.325 per share. As of September 30, 2019, outstanding warrants expire between March 27, 2022 and April 1, 2022.

 

Note 5 – Fair Value Measurements

 

The Company classifies financial assets and liabilities as held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition.


-25-

Note 5 – Fair Value Measurements (Continued)

 

The Company measures the fair value of financial assets and liabilities based on U.S. GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis at September 30, 2019 and June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and included situations where there is little, if any, market activity for the instrument:

 

At September 30, 2019

               
                   

Liabilities:

   

Total

 

Level 1

 

Level 2

 

Level 3

 

Original issue discount, convertible debt

 

 $     322,000

 $              -

 $             -

 $   322,000

 

Derivative liability, warrants

 

          44,601

                 -

                -

       44,601

Total:

   

 $     366,601

 $              -

 $             -

 $   366,601

     

At June 30, 2019

               
                   

Liabilities:

   

Total

 

Level 1

 

Level 2

 

Level 3

 

Original issue discount, convertible debt

 

 $     979,569

 $              -

 $             -

 $   979,569

 

Derivative liability, warrants

 

          46,375

                 -

                -

       46,375

Total:

   

 $  1,025,944

 $              -

 $             -

 $1,025,944

 

The Company measures the fair market value of the Level 3 components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models are prepared by an independent third party and take into account management’s best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible note.


-26-

Note 5 – Fair Value Measurements (Continued)

 

The derivative liability was valued using the Monte Carlo pricing model with the following inputs at September 30, 2019 and June 30, 2019:

 

At September 30, 2019

   
 

Risk-free interest rate:

 

1.90%

 

Expected dividend yield:

 

0.00%

 

Expected stock price volatility:

 

160.00%

 

Expected option life in years:

 

2.52 years

       

At June 30, 2019

   
 

Risk-free interest rate:

 

1.72% - 2.83%

 

Expected dividend yield:

 

0.00%

 

Expected stock price volatility:

 

180.00%

 

Expected option life in years:

 

2.80 - 3.00 years

 

The following table sets forth a reconciliation of changes in the fair value of the Company’s convertible debt components classified as Level 3 in the fair value hierarchy at September 30, 2019:

 

Beginning balance

 $       1,025,944

Convertible securities at inception

                     293,000

Settlement of conversion features and warrants

                    (149,374)

Realized

                      (46,903)

Unrealized

                    (756,066)

Ending balance

 $         366,601

-27-

Note 6 - Related Party Transactions

 

Notes Payable

 

The Company has a short-term note payable to a stockholder, totaling $200,000 at September 30, 2019 and June 30, 2019, in which the note principal plus interest of $10,000 is payable in December 2019. Effective October 2019, the note was increased to $400,000 and the maturity extended to December 2021 (Note 17).

 

The Company has a note payable to the seller of Concepts and Solutions, a related party, bearing interest at 3% annually, payable in annual installments from October 31, 2019 to November 30, 2021. Payments are subject to annual earnings. The balance of the note payable at September 30, 2019 totaled $900,000 with $400,000 being considered current and remainder as long term.

 

Leases

 

The Company leases property used in operations from a related party under terms of an operating lease. The term of the lease expires on December 31, 2021. The monthly lease payment is $1,500 plus maintenance and property taxes, as defined in the lease agreement. Rent expense for this lease totaled $4,500 and $2,988 for the three months ended September 30, 2019 and September 30, 2018, respectively.

 

The Company leases vehicles from related parties under capital leases. The Company is paying the lease payments directly to the creditors, rather than the lessor. The leased vehicles are used in operations for deliveries and installations.

 

Other Agreements

 

A related party collateralizes the Company’s short-term note with a CD in the amount of $274,900, held at the same bank. The related party will receive a $7,500 collateral fee for this service (see Note 4).


-28-

Note 7 - Lease Agreements

 

Capital Lease Agreements

 

Capital lease agreements for delivery vehicles (disclosed in Note 4) require monthly payments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the capital leases was paid in full during July 2019 leaving one delivery vehicle capital lease remaining.

 

Operating Lease Agreements

 

In July 2019, the Company signed a lease agreement for certain property.  The lease expires in June 2021 and requires a non-refundable deposit of $10,000 and monthly installments of $3,000.  Rent expense for this lease totaled $9,000 for the three months ended September 30, 2019.  No rent expense was recognized under this agreement for the three months ended September 30, 2018.

 

The Company leases office and warehouse facilities under operating leases from an unrelated party which requires monthly payments of approximately $9,300 and expire through June 2020. These leases were assumed with the acquisition of Concepts and Solutions (Note 13) and no expense was incurred from the date of acquisition through September 30, 2019.

 

Future minimum lease payments at September 30, 2020 and 2021 total $59,000 and $35,250, respectively, with no other amounts due in future years.

 

Note 8 - Equity

 

During July and August 2019, the Company issued 475,000 common shares for professional consulting services.  These shares were valued at $1,203,300 upon issuance during the three months ended September 30, 2019.

 

During August 2019, the Company issued 347,397 common shares for debt reduction. These shares were valued at $619,103 upon issuance during the three months ended September 30, 2019.

 

During August and September 2019, the Company settled conversion features on convertible notes. These conversions were valued at $149,374 at conversion during the three months ended September 30, 2019.  

 

During September 2019, the Company issued 644,709 common shares to warrant holders in two cashless transactions.

 

During September 2019, the Company issued 44,511 common shares in lieu of compensation. These shares were valued at $44,511 upon issuance during the three months ended September 30, 2019.

 

During September 2019, the Company issued 80,000 common shares for professional consulting services.  These shares were valued at $80,000 upon issuance during the three months ended September 30, 2019.

 

During September 2019, the Company issued 1,350,000 common shares for the acquisition of Concepts and Solutions. These shares were valued at $1,485,000 upon issuance during the three months ended September 30, 2019.

 

During September 2019, the Company issued 397,864 common shares for debt reduction. These shares were valued at $408,622 upon issuance during the three months ended September 30, 2019.

 

See the capital structure section in Note 1 for disclosure of the equity components included in the Company’s consolidated financial statements.

-29-

Note 9 - Income Taxes

 

The Company’s effective tax rate differed from the federal statutory income tax rate for the three months ended September 30, 2019 and 2018 as follows:

 

Federal statutory rate

21%

State tax, net of federal tax effect

5.75%

Valuation allowance

-27%

Effective tax rate

0%

 

The Company had no federal or state income tax (benefit) for the three months ended September 30, 2019 or 2018.

The Company’s deferred tax assets and liabilities as of September 30, 2019 and June 30, 2019, are summarized as follows:

   

September 30, 2019

 

June 30, 2019

Federal

     
 

Deferred tax assets

 $               3,389,500

 $               2,980,100

 

Less valuation allowance

                 (3,389,500)

                 (2,980,100)

 

Deferred tax liabilities

                                -

                                -

   

                                -

                                -

State

 

Deferred tax assets

                     985,300

                    (866,300)

 

Less valuation allowance

                    (985,300)

                     866,300

 

Deferred tax liabilities

                                -

                                -

   

                                -

                                -

 

Net Deferred Tax Assets

 $                             -

 $                             -

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differenced become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment.

 

The Company’s deferred tax assets are primarily comprised of net operating losses (“NOL”) that give rise to deferred tax assets. The net operating loss carryforwards expire from 2020 to 2039 with some providing an indefinite carryforward benefit. There is no tax benefit for goodwill impairment, which is permanently non-deductible for tax purposes. Additionally, due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance equal to the net deferred tax assets has been recorded.


-30-

Note 9 - Income Taxes (Continued)

 

The significant components of deferred tax assets as of September 30, 2019 and June 30, 2019, are as follows:

   

September 30, 2019

June 30, 2019

   

Net operating loss carryforwards

 $               4,336,000

 $               3,826,100

Valuation allowance

                 (4,374,800)

                 (3,846,400)

Property and equipment

                      (15,400)

                        (7,100)

Inventory allowance

                         5,400

                         5,400

Allowance for bad debts

                       26,800

                                -

Warranty accrual

                       22,000

                       22,000

   
 

Net Deferred Tax Assets

 $                             -

 $                             -

 

As of September 30, 2019, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. As of September 30, 2019, the Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.


-31-

Note 10 - Commitments, Contingencies, and Concentrations

 

Contingencies

 

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

As of September 30, 2019, the Company recorded an accrued liability for approximately $591,000 relative to unpaid payroll tax liabilities and associated penalties and fees which were assumed in the acquisition of Concepts and Solutions.


Concentrations

 

Galaxy contracts the manufacturer of its products with overseas suppliers. The Company’s sales could be adversely impacted by a supplier’s inability to provide Galaxy with an adequate supply of inventory.

 

Galaxy has one customer that accounted for approximately 40% of accounts receivable at September 30, 2019 and four customers that accounted for approximately 79% of accounts receivable at June 30, 2019. Galaxy has two customers that accounted for approximately 81% of total revenue for the three months ended September 30, 2019 and three customers that accounted for 89% of revenues for the three months ended September 30, 2018.


-32-

Note 11 - Material Agreements

 

Consulting Agreement

 

A consulting agreement was renewed in May 2019 with monthly payment terms of $15,000 and 450,000 shares of common stock upon execution of the renewal. In addition, it was noted that the Company owed the consultant 210,000 shares under the original consulting agreement due to an anti-dilution clause in the agreement.  The Company paid the consultants $15,000 and $110,000 in fees and expenses for consulting services provided during three months ended September 30, 2019 and 2018, respectively. The 450,000 shares were issued under the Company’s Stock Plan in May 2019 (Note 14).

 

The Company issued 210,000 shares for services in July 2019 in satisfaction of the $400,000 accrued liability for the consulting services per the anti-dilution provision within the original agreement.

 

Consulting Agreement


The Company entered into a consulting agreement in May 2018 for advisory services such as maintaining ongoing stock market support such as drafting and delivering press releases and handling investor requests. The program will be predicated on accurate, deliberate and direct disclosure and information flow from the Company and dissemination to the appropriate investor audiences. In exchange for these consulting services provided, the advisor received $15,000 at contract inception, 10,000 shares of common stock and $4,000 monthly through April 2019. The contract renews automatically each year. The Company paid the consultants $0 and $23,000 in fees and expenses for consulting services provided during the three months ended September 30, 2019 and 2018, respectively.  

 

Consulting Agreement

 

The Company entered into a consulting agreement in April 2018 for a period of six months for investor relations services such as blogs and newsletters, introduction to investment banks and online CEO quarterly conferences. In exchange for these consulting services provided, the advisor received $25,000 per month for four months and 25,000 shares of common stock. The Company paid the consultants $35,000 for the three months ended September 30, 2018. The agreement expired in October 2018.

 

Manufacturer and Distributorship Agreement

 

On September 15, 2018, the Company signed an agreement with a company in China for the manufacturing of Galaxy’s SLIM series of interactive panels, a new Galaxy product. The manufacturer agreed to manufacture, and the Company agreed to be the sole distributor of the interactive panels in the United States for a term of two years. The agreement includes a commitment by Galaxy to purchase $2 million of product during the first year beginning September 2018. If the minimum purchase is not met, the manufacturer can require the Company to establish a performance improvement plan, and the manufacturer has the right to terminate the agreement. The payment terms are 20% in advance, 30% after the product is ready to ship, and the remaining 50% 45 days after receipt. The manufacturer provides Galaxy with the product, including a three-year manufacturer’s warranty from the date of shipment. The agreement renews automatically in two year increments unless three months notice is given by either party.

 

Agency Agreement


Effective December 11, 2018, the Company entered into a 12 month contract with an agent to raise capital. The agent receives a finders fee ranging from 4 to 8% relative to the amount of capital raised, plus restricted shares in an amount equal to 4% of capital raised, if successful. The Agreement contains an option to extend the contract term for an additional six months. The Company paid $11,600 in fees during the three months ended September 30, 2019. No fees were paid under this agreement during the three months ended September 30, 2018.


-33-

Note 11 - Material Agreements (Continued)

 

Financial Advisory Engagement

 

Effective June 4, 2019, the Company engaged a financial advisor to act as the Company’s exclusive financial advisor, lead managing underwriter and sole book running manager and investment banker in connection with a proposed offering. The engagement period of the agreement is June 4, 2019 to May 31, 2020. The Company is proposing a follow-on public offering of securities. The Company paid $667,500 in fees during the three months ended September 30, 2019. No fees were paid under this agreement during the three months ended September 30, 2018. The Company issued 250,000 shares to the financial advisor for services in July 2019.

 

Business Development and Marketing Agreement

 

Effective June 10, 2019, the Company entered into a three month contract for certain advisory and consulting services. The Company will issue 15,000 shares and pay $20,000 per month under the terms of the agreement. The Company paid $169,300 in fees during the three months ended September 30, 2019. No fees were paid under this agreement during the three months ended September 30, 2018. The Company issued 60,000 shares to the consultant for consulting services in July and September 2019.

 

Capital Transaction Services Agreement

 

Effective June 28, 2019, the Company entered into a three month contract for capital raise advisory and consulting services.  The Company pays $3,500 per month under the terms of this agreement, which is payable upon the successful closing of a capital raise. The Company paid $3,500 upon signing of the agreement. The agreement renews automatically unless either party provided notice of cancellation. The Company paid no fees during the three months ended September 30, 2019 and 2018.  

 

Consulting Agreement

 

On May 1, 2019, the Company engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement. The Company pays $8,000 per month under this agreement in the form of $2,000 cash and a restricted common stock monthly fee of $6,000 in advance of services each month. The number of shares issued is calculated based on the closing price of the Company’s common shares on the first day of the month. The shares do not have registration rights, and the shares may be sold by the advisor, subject to Rule 144.  The Company paid $4,000 in fees during the three months ended September 30, 2019. No fees were paid under this agreement during the three months ended September 30, 2018.

 

Consulting Agreement

 

On August 1, 2019, the Company engaged an advisor to provide consultation services related to research and development for a one year period.  Under the terms of the agreement, the Company issued 35,000 common shares in advance of the services performed.  The shares were valued at $35,000 on the date of issuance.

 

Employment Agreement

 

The company signed a two year employment agreement with the former owner of Concepts and Solutions as a part of the acquisition. The agreement provides an annual salary of $185,000 per year and a 15% bonus. The agreement contains an anti-dilution clause for the maintenance of 8% ownership in Galaxy.


-34-

Note 12 - Reverse Acquisition and Subsequent Sale of Entertainment

 

On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into FLCR’s newly formed subsidiary, Galaxy MS, Inc. which was formed specifically for the transaction. Under the terms of the merger, Galaxy’s shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for FLCR’s Series C Preferred Shares, which were equivalent to approximately 3,065,000,000 shares of the common stock of FLCR on a pre-reverse stock split basis. This represents approximately 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata.

 

Concurrent with the reverse triangular merger, the Company applied pushdown accounting; therefore, the consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of Galaxy and FLCR from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

 

There was no cash consideration paid by Galaxy to FLCR on the date of the reverse triangular merger. Instead, shares of stock were issued and exchanged, and the Company acquired $1,511,844 of net assets of FLCR. At the closing of the merger, all of FLCR’s convertible promissory notes were converted into FLCR’s common shares. The merger agreement contains potential future tax advantages of the net operating loss carryforward available to offset future taxable income of the combined company, up to a maximum of $150,000, over a 5-year period beginning June 22, 2018. There is a valuation allowance reducing this tax benefit to zero at September 30, 2019 and June 30, 2019.

 

The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the merger date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates.

Assets

 
 

Cash

 $           22,205

 

Property and equipment

         4,209,995

 

Other

             20,716

 

Other assets

         1,511,844

 

Goodwill

            892,312

   
 

Total Assets

         6,657,072

   

Liabilities

 

Accounts payable

            208,763

 

Long-term debt

         4,593,851

 

Short-term debt

            799,534

 

Accrued interest

             78,948

 

Other

             83,664

   
 

Total Liabilities

         5,764,760

   
 

Net Assets

 $         892,312

   
 

Consideration

 $           58,092

 

Fair value of noncontrolling interests

            834,220

   

 $         892,312

-35-

Note 12 - Reverse Acquisition (Continued)

 

As a result of the Company pushing down the effects of the acquisition, certain accounting adjustments are reflected in the consolidated financial statements, such as goodwill recognized of $834,220 and reflected in the balance sheet as of June 30, 2019. Goodwill recognized is primarily attributable to the acquisition of the fair value of the public company structure and other intangible assets that do not qualify for separate recognition.

 

Other assets noted in the table above consist of the differences between the acquired assets and liabilities of Full Circle Entertainment to be distributed to pre-acquisition FLCR shareholders. The Company sold the Entertainment subsidiary on February 6, 2019 to focus on its primary business plan. As a result, the Company did not receive any economic benefit from the related assets in the table above, nor incur any obligations from the corresponding liabilities.

 

The consideration received for the sale of Entertainment was 38,625 shares of Galaxy common stock at the fair value on the date of the transaction, or $92,700. A gain of $60,688 was recognized as a result of the sale.

 

The following table presents a summary of Entertainment’s identifiable assets and liabilities at February 6, 2019, the date of the sale:

 

Assets

 
 

Cash

 $           36,290

 

Property and equipment, net

         4,006,426

 

Receivables

               4,500

 

Inventories

               5,610

 

Other assets

         1,522,714

   
 

Total Assets

         5,575,540

   

Liabilities

 

Accounts payable

             22,424

 

Debt

         5,393,623

 

Accrued expenses

            127,481

   
 

Total Liabilities

         5,543,528

   
 

Net Assets

             32,012

   
 

Noncash consideration for net assets of Entertainment

             92,700

   
 

Gain on Sale

 $           60,688

-36-

Note 13 – Acquisition of Concepts and Solutions

 

On September 4, 2019, Galaxy entered into a stock purchase agreement with Concepts and Solutions. Under the terms of the stock purchase agreement, 100% of the outstanding capital for both Concepts and Solutions was purchased by Galaxy.

 

Concurrent with this acquisition, the Company applied pushdown accounting. Therefore, the consolidated financial statements after completion of the acquisition include the assets, liabilities, and results of operations of the combined company from and after the closing date.

 

As part of the stock purchase agreement, Galaxy issued 1,350,000 common shares to the seller (Note 17) with a value of $1,485,000. In addition to the issuance of common shares, the Company entered into three promissory notes with the seller for a total note payable of $3,000,000.  The note is subject to adjustment based on certain future earnings goals. The Company believes future earnings goals will not be met and have valued the note payable at $900,000 at September 30, 2019.

 

The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the acquisition date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates.

Assets

 
 

Cash

 $         201,161

 

Accounts receivable

         1,165,954

 

Inventory

             94,360

 

Property and equipment

             20,904

 

Other assets

               2,800

 

Goodwill and other intangibles

         3,760,287

   
 

Total Assets

         5,245,465

   

Liabilities

 

Accounts payable

         1,225,734

 

Accrued expenses

            783,540

 

Short-term debt

             96,941

 

Deferred revenue

            518,900

   
 

Total Liabilities

         2,625,115

   
 

Net Assets

 $      2,620,350

   

Consideration

 

Fair value of anti-dilution clause

 $        235,350

 

Note payable to seller

 $         900,000

 

Stock

         1,485,000

  Total consideration

 $      2,620,350

 

As a result of the Company pushing down the effects of the acquisition, certain accounting adjustments are reflected in the consolidated financial statements, such as goodwill and other intangible assets recognized of $3,524,936 and reflected in the balance sheet as of September 30, 2019. Goodwill and other intangible assets recognized is primarily attributable to the amount of the consideration in excess of the fair value of Concepts and Solutions at the date of purchase.


-37-

Note 14 – Stock Plan

 

An Employee, Directors, and Consultants Stock Plan for the Year 2019 (“Plan”) was established by the Company. The Plan is intended to attract and retain employees, directors and consultants by aligning the economic interest of such individuals more closely with the Company’s stockholders, by paying fees or salaries in the form of shares of the Company’s common stock. The Plan is effective December 28, 2018, and expires December 31, 2019. Common shares of 1,000,000 are reserved for stock awards under the Plan. There were 965,000 shares awarded under the Plan as of September 30, 2019.

 

Note 15 - Segment Reporting

 

The Company has identified two reportable segments due to the merger that occurred on June 22, 2018: Technology and Entertainment.

 

The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy’s products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices.

 

The Entertainment segment owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generates revenues from movie ticket sales and concessions. As disclosed in Note 12, the Entertainment segment was sold effective February 6, 2019 to an entity owned by former majority shareholders of FLCR.


-38-

Note 15 - Segment Reporting (Continued)

 

The following table represents a summary of operating information for the three months ended September 30, 2018:

 

Revenues

Technology

Entertainment

     Technology

$                                     502,664

$                                              -

     Entertainment

                                              -

216,755

 

Cost of Sales

     Technology

407,351

-

     Entertainment

-

71,558

 

Gross Profit

                                   95,313

                                   145,197

 

General and Administrative Expenses

     Technology

                                650,067

                                              -

     Entertainment

                                              -

                                   213,527

 

Other Income (Expense)

     Technology

                                 (9,764)

                                              -

     Entertainment

                                              -

                                   1,395

 

Net Loss

$                            (564,518)

$                                       (66,935)

 

As the Entertainment segment was sold in February 2019, there was no operating activities relative to this segment for the three months ended September 30, 2019.


-39-

Note 16 - Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had negative working capital of approximately $6,400,000, an accumulated deficit of approximately $11,500,000, and cash used in operations of approximately $3,400,000 at September 30, 2019.

 

The Company’s operational activities have primarily been funded through issuance of common stock for services, related party advances, debt financing, a private placement offering of common stock and through the deferral of accounts payable and other expenses. The Company intends to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable terms. Management believes that its actions to secure additional funding will allow the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives. These sources of working capital are not assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. The ability of the Company to continue as a going concern is dependent upon management’s ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 17 - Subsequent Events

 

The Company has evaluated subsequent events through the date on which the consolidated financial statements were available to be issued.

 

On October 3, 2019, the Company issued 100,000 common shares to an investor in satisfaction of $76,000 of principal on a convertible note.

 

On October 8, 2019, the Company issued 455,000 common shares to a consultant in lieu of monthly compensation of $15,000 under a two year consulting agreement.

 

On October 10, 2019, a warrant holder exercised warrants and received 46,170 common shares in a cashless transaction.

 

On October 14, 2019, the Company issued 55,000 common shares to an investor in satisfaction of $15,125 principal and fees on a convertible note.

 

-40-

Note 17- Subsequent Events (Continued)

On October 15, 2019, the Company issued 100,000 common shares to an investor in satisfaction of $80,000 of principal on a convertible note.

On October 17, 2019, the Company issued 50,000 common shares to a consultant in lieu of compensation of $30,000.

 

On October 17, 2019, a warrant holder exercised warrants and received 500,000 common shares in a cashless transaction. The warrants were issued due to an anti-dilution protections.

 

On October 21, 2019, the Company issued 200,000 common shares to an investor in satisfaction of $112,000 in principal on a convertible note.

 

On October 21, 2019, the Company issued 75,000 common shares to an investor in satisfaction of a $83,875 of principal and fees on a convertible note.

 

On October 22, 2019, the Company issued 16,557 common shares to a consultant in lieu of legal fees of $9,603.

 

On October 22, 2019, the Company issued 1,350,000 common shares as part of the stock purchase agreement of Concepts and Solutions (Notes 1 and 13).

 

On October 24, 2019, the Company issued 121,429 common shares to an investor in satisfaction of $57,072 of principal and interest on a convertible note.

 

On October 28, 2019, a warrant holder exercised warrants and received 37,500 common shares in a cashless transaction. The warrants were issued due to anti-dilution protections.

 

On October 30, 2019, the Company issued 75,000 common shares to an investor in satisfaction of $33,000 of principal on a convertible note.

 

On October 31, 2019, the Company issued 107,143 common shares to an investor in satisfaction of $40,714 of principal and interest on a convertible note.

 

On November 5, 2019, the Company issued 100,000 common shares to an investor in satisfaction of $20,000 of principal on a convertible note.


-41-

Note 17- Subsequent Events (Continued)

 

On November 5, 2019, the Company issued 182,869 common shares to an investor in satisfaction of $36,574 of principal and interest on a convertible note.

 

On November 13, 2019, the Company extended the maturity date of the note payable from a board member to November 13, 2021 and increased the borrowings under the note from $200,000 to $400,000.

 

On November 7, 2019, the Company borrowed $1,000,000 from a stockholder under terms of a two year convertible note payable. The note is convertible into preferred stock Series D and Series E at maturity on November 7, 2021.  The note bears interest at 6%. There are no prepayment penalties related to the note and the Company may issue common shares to repay the note. The proceeds of the note were used to pay off convertible notes and warrants.

 

On November 14, 2019, preferred shares Series D were authorized by management. Management authorized 1,000,000 shares. The shares are non-voting, and convertible into 20% of all outstanding shares of common stock at the time of conversion. Conversion is mandatory after eighteen months from the issue date of the Series D shares.

 

On November 14, 2019, preferred shares Series E were authorized by management. Management authorized 500,000 shares. The shares are non-voting, and convertible into common stock at a thirty day average price per share to equal an investment value of $500,000.

 

Three convertible notes with a face value of $782,306 at September 30, 2019 have been fully converted into stock and there are no remaining obligations under these notes as of November 14, 2019.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto and the other financial data appearing elsewhere in this Form 10-Q. Management’s discussion and analysis contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not historical are forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

General:

 

Where this Form 10-Q includes “forward-looking” statements within the meaning of Section 27A of the Securities Act, we desire to take advantage of the “safe harbor” provisions thereof. Therefore, Galaxy, is including this statement for the express purpose of availing itself of the protections of the safe harbor provisions with respect to all such forward-looking statements. The forward-looking statements in this Form 10-Q reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated. In this Form 10-Q, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section. We have based these forward-looking statements on our current expectations and projections about future events.  Although we believe that the expectations reflected in the forward-looking statements contained herein are based upon reasonable assumptions at the time made, there can be no assurance that any such expectations or any forward-looking statement will prove to be correct. Our actual results will vary, and may vary materially, from those projected or assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not anticipate, including, without limitation, product recalls and product liability claims; infringement of our technology or assertion that our technology infringes the rights of other parties; termination of supplier relationships, or failure of suppliers to perform; inability to successfully manage growth; concentration of our revenue among a few customers, products or procedures; development of new products and technology that could render our products obsolete; market acceptance of new products; introduction of products in a timely fashion; price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; volatility of the market price of our common stock; foreign currency fluctuations; changes in key personnel; work stoppage or transportation risks; integration of business acquisitions; and other factors referred to in our reports filed with the SEC.

 

Critical Accounting Policies and Estimates


Management’s Discussion and Analysis discusses our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

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Revenue recognition

Theater Ticket Sales and Concessions

 

Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. (See “Sale of FLCR”.)

 

Interactive Panels and Related Products

 

The Company derives revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, including maintenance services and/or an extended warranty). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.

 

Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the Company’s interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents the Company’s best estimate of selling price.

 

The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis.

 

The Company sells equipment with embedded software to its customers. The embedded software is not sold separately and it is not a significant focus of the Company’s marketing effort. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of Financial Accounting Standards Board (“FASB”) guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole.

 

Deferred revenue consists of customer deposits and advance billings of the Company’s products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes.

 

Because of the nature and quality of the Company’s products, the Company provides for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. As of the periods ended September 30, 2019 and the June 30, 2019, the Company accrued $102,350 and $82,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying balance sheets. The accrued warranty costs are based primarily on historical experience of actual warranty claims as well as current repair costs. Warranty claims expense for the three months ended September 30, 2019 were $82,494.  There were no warranty claims expense for the three months ended September 30, 2018.

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Stock Compensation

 

The Company record stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method.  ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards.  The Company, from time to time, may issue common stock to acquire services or goods from non-employees.  Common stock issued to persons other than employees or directors are recorded on the basis of their fair value.

 

Business Combinations

 

The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.

 

Concurrent with the acquisition of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc. on September 4, 2019, the Company applied pushdown accounting. Pushdown accounting refers to the use of the acquirer’s basis in the preparation of the acquiree’s separate financial statements as the new basis of accounting for the acquiree.

 

Goodwill

 

Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable.  Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business.

 

At each fiscal year end, the Company performs an analysis of goodwill.  The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit.

 

If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company’s consolidated statement of operations.

-45-

Intangible Assets

 

Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two to three years, representing the period over which we expect to receive future economic benefits from these assets.

 

Product Warranty

 

We generally warrant our product against certain manufacturing and other defects. These product warranties are provided for specific periods of time, depending on the nature of the product, the geographic location of its sales and other factors. As of the periods ended September 30, 2019 and June 30, 2019, we accrued approximately $102,350 and $82,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying balance sheets. The accrued warranty costs are based primarily on historical experience of actual warranty claims as well as current information on repair costs. Warranty claims expense for the three months ended September 30, 2019 were $82,494.  There were no warranty claims expense for the three months ended September 30, 2018.

 

Derivative Liabilities

 

The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks.  However, certain other financial instruments, such as warrants, anti-dilution provisions of agreements, and embedded conversion features on convertible debt, are classified as derivative liabilities due to protection provisions within the agreements.  Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period.  The Company accounts for derivative instruments and debt instruments in accordance with ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features.

 

Recent Adopted Accounting Standards

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU is intended to improve the reporting of leasing transactions to provide users of financial statements with more decision-useful information. This ASU will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, using a modified retrospective approach. The Company adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.  

 

In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718). This ASU requires that an entity measure and classify share based payment awards granted to a customer by applying the guidance in Topic 718.  The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. The Company adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

 

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU provides amendments to Topic 326 related to estimating and measuring credit losses. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. The Company adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

-46-

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. This ASU provides amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of the measurement uncertainty that should be applied. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. The Company adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

 

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

Revenue

 

Revenues recognized were $624,897 and $719,419 for the three months ended September 30, 2019 and 2018, respectively. Additionally, deferred revenue amounted to $667,499 and $247,007 as of September 30, 2019 and June 30, 2019, respectively. Revenues decreased over the three months ended September 30, 2018 due to sale of FLCE offset by increases in the customer base as well as additional revenues received through Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions) which were acquired in September 2019 (See Sale of FCLE and Purchase of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc.).

 

Cost of Revenue and Gross Profit Summary

 

Our cost of revenue was $493,679 and $478,909 for the three months ended September 30, 2019 and 2018, respectively. Cost of revenue consists primarily of manufacturing, freight, and installation costs. There are no significant overhead costs which impact cost of revenue. Cost of revenues increased from the three months ended September 30, 2018 due to the related costs associated with higher revenues generated from technology and interactive panels offset by the reduction of costs related to entertainment theater ticket sales due to the sale of FCLE. (See Sale of FCLE and Purchase of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc.).

 

Our gross margin percentage was 21% and 33% for the three months ended September 30, 2019 and 2018, respectively.

 

General and Administrative

 

General and administrative expenses were $2,123,859 and $863,594 for the three months ended September 30, 2019 and 2018, respectively. General and administrative expenses consist primarily of salaries and stock compensation expense, office rent, travel expense, and professional fees. Of this amount, $1,327,811 and $0 represented consulting fees and employee compensation paid through the issuance of stock, which did not impact cash, for the three months ended September 30, 2019 and 2018, respectively. The increase in general and administrative expenses is directly related to Company growth and the desire to take advantage of market opportunity. Additionally, general and administrative expenses increased due to expenses incurred through Concepts and Solutions. (See Purchase of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc.).

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Interest Expense

 

Interest expense amounted to $601,790 and $48,813 for the three months ended September 30, 2019 and 2018, respectively.  During the three months ended September 30, 2019, the Company amortized $60,268 of debt discounts to interest expense.

 

During the three months ended September 30, 2019, the Company amortized $228,933 of original issue debt discounts on derivative instruments to interest accretion.  No debt discounts were amortized or accreted during the three months ended September 30, 2018.

 

Other Income and Expense

 

The outstanding warrants and conversion features in convertible notes and anti-dilution clause of an employment agreement meet the definition of a derivative liability instrument because the exercise price of the warrants and the conversion rates are variable. As a result, the outstanding warrants and conversion features of the notes are recorded as derivative liability at fair value and marked-to-market each period with the change in fair value charged or credited to income. This will be increased due to the anti-dilution clause of the employment agreement. A derivative liability of $366,601 and $1,025,944 is recorded at September 30, 2019 and June 30, 2019. A change in fair value of the derivative instruments was accreted by $802,968 during the three months ended September 30, 2019. There were no outstanding derivative liability instruments during the three months ended September 30, 2018 and therefore no change in fair value was recognized for that period. These amounts do not impact cash.

 

Net Loss for the Period

 

As a result of the foregoing, net loss incurred for the three months ended September 30, 2019 and 2018 was $2,017,347 and $631,453, respectively.

 

Liquidity and Capital Resources

 

The Company’s cash totaled $415,805 at September 30, 2019, as compared with $169,430 at June 30, 2019, an increase of $246,375. Net cash of $3,369,258 was used by operations for the three month period ended September 30, 2019. Net cash of $2,950,282 was provided from investing activities for the three month period ended September 30, 2019. Net cash of $665,351 was provided from financing activities for the three month period ended September 30, 2019, primarily due to proceeds from convertible notes payable.

 

Total current liabilities totaled $8,119,215 and $6,395,904 as of September 30, 2019 and June 30, 2019, respectively, which primarily consists of a line of credit, convertible notes payable, related party notes payable, derivative liability, accrued expenses and accounts payable.

 

To implement our business plan, we may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.

 

Our long-term liquidity requirements will depend on many factors, including the rate at which we grow our business and footprint in the industries. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

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Off-Balance Sheet Arrangements

 

Other than office lease commitments discussed in Notes 6 and 7 and commitments discussed in Note 10 to our consolidated financial statements, we do not have any off-balance sheet arrangements.

 

Sale of FLCR

 

On February 6, 2019, Galaxy sold its wholly owned subsidiary FullCircle Entertainment, Inc. (“FLCR”).  FLCR operated a movie theater in Indianapolis, Indiana. The operations of FLCE were accounted for as a separate segment from the other operations of the Company as described herein. As a result of the sale, the Company no longer has separate segments to account for.

 

Purchase of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc.

 

On September 4, 2019, Galaxy entered into a stock purchase agreement with Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions).  Under the stock purchase agreement, Galaxy acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable is subject to the achievement of certain earnings goals.

Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and north-west United States. Solutions and Concepts’ products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use.  The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments.  Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model.  These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems.  

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES  

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019.

 

Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

 

1)

We have an inadequate number of administrative personnel.

2)

We do not have sufficient segregation of duties within our accounting functions.

         3)

We have insufficient written policies and procedures over our disclosures.

  

The reason for this deficiency relates to the fact that our management is relying on external consultants for purposes of preparing our financial reporting package; however, the officers may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

  

Evaluation of Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

 

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted, with the participation of our president, our principal executive officer and our principal accounting officer and principal financial officer, an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2019 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of September 30, 2019, our Company’s internal control over financial reporting was not effective based on present Company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended September 30, 2019 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

 

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 PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

 

There are no pending legal proceedings.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

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ITEM 6. EXHIBITS

 

Exhibit No.

 

Description

 

 

 

 31.1

 

Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 31.2

 

Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 32.1

 

Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 32.2

 

Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 


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SIGNATURES


Pursuant to the requirement of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


GALAXY NEXT GENERATION, INC.  


Date:  November 18, 2019

 

/s/ Gary LeCroy


Gary LeCroy

Chief Executive Officer and Director

 

Date: November 18, 2019

 

/s/Magen McGahee



Magen McGahee

Chief Financial Officer and Director


November 18, 2019

 


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 Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Gary Lecroy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Galaxy Next Generation, Inc.;

2. Based on my knowledge, this 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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are 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 15d-15(f)) for the registrant and 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 report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control 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 reasonable 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 involved management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Dated:  November 18, 2019

Galaxy Next Generation, Inc. 

By: /s/ Gary Lecroy

       Gary Lecroy

       Chief Executive Officer



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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Magen McGahee, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Galaxy Next Generation, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are 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 15d-15(f)) for the registrant and 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 report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control 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 reasonable 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 involved management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Dated:  November 18, 2019

 Galaxy Next Generation, Inc.

By:  /s/ Magen McGahee

      

        Magen McGahee

        Chief Financial Officer


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 Exhibit 32.1

CERTIFICATION

OF

CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Galaxy Next Generation, Inc.  (the "Company") for the quarter ending September 30, 2019, I, Gary Lecroy, Chief Executive Officer of the Company hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2019, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the Quarter ending September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated:  November 18, 2019

Galaxy Next Generation, Inc.  

By: Gary Lecroy

 

       Gary Lecroy

 


Exhibit 32.2

CERTIFICATION

OF

CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Galaxy Next Generation, Inc.  (the "Company") for the quarter ending September 30, 2019, I, Magen McGahee, Chief Financial Officer of the Company hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2019, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the Quarter ending September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 18, 2019

Galaxy Next Generation, Inc.  

By: /s/ Magen McGahee

 

          Magen McGahee

 

 

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