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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended April 30, 2023

 

or

 

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

 

For the transition period from                          to                         

 

Commission file number: 333-258034

 

Galaxy Enterprises Inc.

(Exact name of registrant as specified in its charter)

 

Wyoming   86-1370102
State or other jurisdiction of incorporation or organization   (I.R.S. Employer Identification No.)

 

1701 Charles Iam Court

Las VegasNevada 89117

(Address of principal executive offices) (Zip Code)

 

(702596-9628

Registrant’s telephone number, including area code

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐    No ☒

 

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

 

Large accelerated filer   Accelerated filer  
           

Non-accelerated filer

(Do not check if a smaller reporting company)

  Smaller reporting company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

4,170,000 shares of common stock are issued and outstanding as of June 12, 2023

 

 

 

 

 

 

Table of Contents

 

INDEX
 
    Page
PART I FINANCIAL INFORMATION 1
     
Item 1. Financial Statements (unaudited)  
  BALANCE SHEETS as of April 30, 2023 and July 31, 2022 2
  STATEMENTS OF OPERATIONS for the nine months ended April 30, 2023 and 2022 3
  STATEMENT OF EQUITY for the nine months ended April 30, 2023 and 2022 4
  STATEMENT OF CASH FLOWS for nine months ended April 30, 2023 and 2022 5
  NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS 6
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
     
Item 3 Quantitative and Qualitative Disclosures About Market Risk  
     
Item 4. Controls and Procedures 11
     
PART II OTHER INFORMATION 12
     
Item 1. Legal Proceedings 12
     
Item 1A. Risk Factors  
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
     
Item 3. Defaults Upon Senior Securities. 12
     
Item 4 Mine Safety Disclosures 12
     
Item 5. Other Information 12
     
Item 6. Exhibits 13
     
SIGNATURES 14

 

i

 

 

PART I FINANCIAL INFORMATION

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2022. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

The results of operations for the three months and nine months ended April 30, 2023 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

1

 

 

GALAXY ENTERPRISE INC.

BALANCE SHEETS (unaudited)

 

   April 30,
2023
   July 31,
2022
 
         
ASSETS          
           
Current assets:          
Cash  $788   $14,795 
Prepayments and deposits   15,000    15,000 
Total current assets   15,788    29,795 
           
Total Assets   15,788    29,795 
           
LIABILITIES          
Current liabilities:          
Accounts payable and accrued liabilities   19,138    25,524 
Total current liabilities   19,138    25,524 
           
Total Liabilities   19,138    25,524 
           
STOCKHOLDER’S EQUITY          
           
           
Common stock: $0.0001 par value, 500,000,000 authorized, 4,170,000 issued and outstanding as of October 31, 2022 and July 31, 2022   417    417 
Additional paid in capital   82,983    82,983 
Accumulated deficit   (86,749)   (79,129)
Total Stockholder’s Equity   (3,349)   4,271 
           
Total Liabilities and Stockholder’s Equity   15,788    29,795 

 

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

 

2

 

 

GALAXY ENTERPRISE INC.

STATEMENT OF COMPREHENSIVE LOSS (unaudited) 

                                 
   For the three month period Ended   For the nine month period Ended 
   April 30,   April 30, 
   2023   2022   2023   2022 
   $   $   $   $ 
Expenses                    
General and administrative  $1,710    1,044   $7,621    22,163 
Net Loss   (1,710)   (1,044)   (7,621)   (22,163)
                     
Net loss per share – basic and diluted   -    -    -    - 
                     
Weighted average shares outstanding – basic and diluted   4,170,000    4,170,000    4,170,000    4,170,000 

 

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

 

3

 

 

GALAXY ENTERPRISE INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited)
For the nine month period ended April 30, 2023 and April 30, 2022

                                         
   Common Stock   Additional Paid   Accumulated     
   Number   Par Value   in Capital   Deficit   Total 
       $   $   $   $ 
Opening Balance, July 31, 2021   4,170,000    417    82,983    (34,007)   49,393 
Issuance of Common Stock   -    -    -    -    - 
Net Loss   -    -    -    (22,163)   (22,163)
Closing Balance, April 30, 2022   4,170,000    417    82,983    (34,007)   27,230 
                          
Opening Balance, July 31, 2022   4,170,000    417    82,983    (79,129)   4,271 
Issuance of Common Stock   -    -    -    -    - 
Net Loss   -    -    -    (7,621)   (7,621)
Closing Balance, April 30, 2023   4,170,000    417    82,983    (86,749)   (3,349)

 

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

 

4

 

 

GALAXY ENTERPRISE INC.
STATEMENT OF CASH FLOWS (unaudited)

 

                 
   For the nine month period Ended 
   April 30, 
   2023   2022 
Cash flows from operating activities:   $    $ 
Net loss for the period   (7,621)   (22,163)
Change in operating assets and liabilities          
Prepayments & deposits   -    - 
Accounts payable and accrued liabilities   (6,386)   (1,670)
Net cash used in operating activities   (14,007)   (23,833)
Cash flows from financing activities:          
Issuance of common stock   -    - 
Net cash used in financing activities   -    - 
           
Change in cash   (14,007)   (23,833)
           
Cash – beginning of period   14,795    40,863 
           
Cash – end of period   788    17,030 
           
Supplemental cash  flow disclosures          
           
Cash paid For:          
Interest   -    - 
Income tax   -    - 

 

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

 

5

 

 

GALAXY ENTERPRISES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of and for the nine months ended April 30, 2023, and 2022 

 

1. NATURE AND CONTINUANCE OF OPERATIONS

 

Galaxy Enterprises Inc. (the “Company”) was incorporated in the state of Wyoming on March 24, 2021. The Company is a development stage company that intends to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. The Company’s fiscal year-end is July 31.

 

2. GOING CONCERN

 

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $86,749. For the nine months ended April 30, 2023, the Company incurred a net loss of $7,621 and operating cash outflows of $14,007. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern for a period no less than 12 months from the date of this report. In order to remain in business, the Company will need to raise capital in the next twelve months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and proceeds from its public offering. The Company has no written or verbal commitments from shareholders, director or officer to provide the Company with any form of cash advances, loans or other sources of liquidity to meet its working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

3. INTERIM REPORTING

 

The unaudited interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s year-end July 31, 2022 financial statements. Operating results for the six-month period ended April 30, 2023 are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2023.

 

There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the period ended July 31, 2022.

 

4. CAPITAL STOCK

 

The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.0001 per share.

 

There was no capital stock activity during the nine months ended April 30, 2023 and 2022.

 

As of April 30, 2023, there were no issued and outstanding stock options or warrants.

 

6

 

 

5. RELATED PARTY TRANSACTIONS

 

None

 

6. SUBSEQUENT EVENTS

 

None.

 

7

 

 

ITEM 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

 

Forward Looking Statements

 

This quarterly report contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.  Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.

 

Overview

 

We intend to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including residential housing and Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. We also intend to provide our clients with real estate consulting services, including market analysis and modeling, market forecasts, lease and asset management, site selection, feasibility studies, sales and exit strategies, strategic planning, organizational design, capital management, and research services. We intend to commence operations in the Las Vegas, Nevada area due to the significant demand for real estate management services there and the proximity of our management team to that city.

 

We were only incorporated on March 24, 2021 and have not commenced pursuing our business plan because we have been focused on raising the initial capital to fund our business operations. As of April 30, 2023, we have incurred an accumulated deficit of $86,749. To date, we have raised an aggregate of $83,400 through the sale of our common stock. Proceeds from these sales were used to fund the filing of this registration statement and will be used for future working capital requirements. Further losses are anticipated in the development of our business. As a result, our auditor has expressed substantial doubt about our ability to continue as a going concern.

 

Anticipated Services

 

We intend to provide clients with two principal types of services: (1) property management; and (2) property consulting.

 

Property Management Services

 

As property managers, the services that we intend to provide to owners of residential, commercial, and industrial properties include:

 

  completing an initial evaluation of properties and working with the owners to determine a target rental or lease rate;

 

  gathering comparable rental and lease rates in the area of the properties;

 

 

reviewing the properties to determine if any repairs or upgrades should be recommended to the owners to increase rental or lease value;

 

  gathering detailed information regarding the features of the properties, including interior and exterior photographs;

 

 

discussing with the owners the policies that they would like to implement with respect to the rental or lease arrangements (e.g., acceptability of pets in a residential property; acceptable uses for commercial and industrial

properties);

 

 

marketing the properties for rent or lease by creating advertisements in various media including online, print, on-site signage, and fliers depending on the suitability of each medium for the type of property involved;

 

 

answering potential tenant and lessee inquiries; meeting with them to view properties; and collecting applications and deposits;

 

8

 

 

  performing background and credit checks on prospective tenants and lessees;

 

  communicating with the property owners regarding prospective tenants and lessees;

 

  preparing and overseeing the execution of lease agreements;

 

 

performing move-in inspections with tenants and lessees and having them execute a report verifying the condition of the property prior to the lease commencement date;

 

  collecting security deposits, rents, and lease payments;

 

  pursuing late payments and fees;

 

  where necessary, preparing the necessary paperwork to evict or commence an unlawful detainer action;

 

 

performing periodic property inspections and providing the results of each inspection to the owner if there are concerns regarding the condition of the property;

 

 

providing accounting services to document and record cash inflows and outflows, as well as related invoices, receipts, and payment information;

 

 

preparing monthly cash flow statements and annual reports of financial results including required tax documents for the owners;

 

  overseeing maintenance and repairs on properties; and

 

  managing tenant and lessee move-out including inspections, damage assessment, and damage deposit returns.

 

We intend to generate revenue by charging owners a set monthly fee for our property management services, which will usually be based on a percentage of the revenue that a rented or leased property generates. Such fees will vary depending on the type of property involved, the amount of work that we will have to perform, and the rates that competitors charge for similar services.

 

Property Consulting Services

 

As property consultants, the services that we intend to provide include:

 

  preparing plans of action and evaluation for clients considering real estate acquisitions and development;

 

 

interpreting relevant real estate market data concerning price, yield, market stability, investment risks and trends, regulation, and economic influences;

 

  searching public records for transactions such as sales, leases, and assessments;

 

 

computing property values while considering factors such as depreciation, replacement cost, comparable properties, and income potential;

 

  obtaining county land values and sales information in support of value assessments;

 

  checking building codes and zoning bylaws that may impact appraisal and development;

 

  estimating building replacement costs using building valuation manuals and professional cost estimators;

 

  inspecting properties to evaluate construction, condition, features, and functional design;

 

9

 

 

 

evaluating land and neighborhoods where properties are situated including assessing locations, trends, and pending changes that could influence present and developed land value;

 

  providing market analysis and modelling for properties, as well as market forecasts and research; and

 

 

providing advice on site selection, feasibility studies, sales and exit strategies, strategic planning, organizational design, and capital management.

 

We intend to generate revenue by charging owners either an hourly rate for our services or a set price for certain service that we reach through negotiation with the clients. Initially, two of our directors, Gregory Navone, and James C. Shaw will provide these services to clients. As our operations expand, we will need to retain additional staff in order to provide all of the above-noted services.

 

Demand for Property Management and Consulting Services

 

According to the University of Nevada – Las Vegas Center for Business and Economic Research’s 2019 report, the population of Clark County in which Las Vegas is situated is expected to grow from 2,284,616 residents in 2018 to approximately 2,719,000 residents in 2030, which represents a population increase of about 19% within that time frame. Cumming Corporation, an international construction management company that provides forecasts regarding construction trends in various jurisdictions, projects that the residential construction will increase in 2021 by almost 30% with multi-family rather than single-family residences driving this growth. However, the firm foresees that demand will outpace supply due to labor and supply chain constraints. These trends will likely increase demand for residential, commercial, and industrial real estate in the area, as well as increase demand for property management and consulting services.

 

Marketing Strategy

 

While we intend to offer our services to all sectors of the property management and consulting markets, we will initially focus on commercial real and multi-unit residential estate given our president’s experience in developing and operating shopping centers and apartment buildings in Las Vegas. We believe that we will be able to charge higher rates for our services in these sectors because they tend to generate relatively higher profit margins for owners and often require significant professional management and advice due to the large scale of construction and operations.

 

In order to reach our target market sectors, we intend to rely upon the real estate and other business relationships that our directors have established in the Las Vegas area and also focus our marketing efforts on our Internet presence, electronic brochures, and as our business develops, print media advertising. We believe that social media tools are critically important to building our brand and awareness of our business and will focus on online video advertising, client testimonials, and virtual tours of available properties that we manage. We also intend to select and place advertising on those social media platforms that will be effective in reaching our target clients.

 

Results of Operations for the Nine months ended April 30, 2023 and 2022

 

Our net loss for the nine-month period ended April 30, 2023 and 2022 was $7,621 and 22,163, respectively, which consisted entirely of general and administrative fees. We did not generate any revenue to date.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at April 30, 2023, our current assets were $14,788 compared to $29,795 as of July 31, 2022. The slight decrease in current assets in the current fiscal year is due to use of cash to pay ordinary business expenses.

 

As at April 30, 2023, our liabilities were $19,138 compared to $25,524 at July 31, 2022, which comprised entirely of accounts payable and accrued liabilities. The increase in liabilities in the current fiscal year is due to accruing for accounting and professional fees.

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.

 

10

 

 

Cash Flows from Operating Activities

 

For the nine-month period ended April 30, 2023, net cash flows generated from operating activities were $14,007 consisting of a net loss of $7,621, which was offset by non-cash components of accounts payable and accrued liabilities of $6,386 from the accrual of the accounting and professional fees.

 

Cash Flows from Investing Activities

 

For the period ended April 30, 2023, we did not generate or use cash flows in relation to investing activities.

 

Cash Flows from Financing Activities

 

For the period ended April 30, 2023, we did not generate or use cash flows in relation to financing activities.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors’ report accompanying our July 31, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Item 4. Controls and Procedures.

 

As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of April 30, 2021, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Management assessed the effectiveness of internal control over financial reporting as of April 30, 2023. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of April 30, 2023, our internal control over financial reporting is not effective.

 

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of our 2023 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

11

 

 

PART II—OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

None

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

12

 

 

PART II

 

Item 6. Exhibits.

 

31.1   Section 302 Certification by Principal Executive Officer
31.2   Section 302 Certification by Principal Accounting Officer and Principal Financial Officer
32.1   Section 906 Certification by Principal Executive Officer
32.2   Section 906 Certification by Principal Accounting Officer and Principal Financial Officer

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

 

SEC Ref. No.   Title of Document
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Label Linkbase Document
101.PRE   XBRL Taxonomy Presentation Linkbase Document

 

The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 

13

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Galaxy Enterprises Inc.

   
Dated:  June 12, 2023 By:
    Gregory Navone
    President, Chief Executive Officer, and director
     
  By: 
    James C. Shaw
    Chief Financial Officer, Treasury, Secretary and director
   
  By:
    Kurt Strakaluse
    Director

 

14

 

 

Exhibit 31.1

 

Certification Pursuant to Rule 13a-14(a)

 

I, Gregory Navone, hereby certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Galaxy Enterprises 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. 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:
     
  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 12, 2023 /s/ Gregory Navone 
  Gregory Navone
  Chief Executive Officer and Principal Executive Officer

 

 

 

Exhibit 31.2

 

Certification Pursuant to Rule 13a-14(a)

 

I, James C. Shaw, hereby certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Galaxy Enterprises 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. 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:
     
  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 12, 2023 /s/ James C. Shaw 
  James C. Shaw
  Chief Financial Officer, Principal Accounting Officer, and Principal Financial Officer

 

 

 

Exhibit 32.1

 

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

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of (18 U.S.C. 1350), the undersigned officer of Galaxy Enterprises Inc., a Wyoming corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge and belief, that:

 

  1. The quarterly report on Form 10-Q for the period ended April 30, 2023 (the “Form 10-Q”) of the Company 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 the Form 10-Q fairly presents, in all materials respects, the financial condition and results of operations of the Company.

 

Date: June 12, 2023 /s/ Gregory Navone 
  Gregory Navone
  Chief Executive Officer and Principal Executive Officer

 

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act.

 

 

 

Exhibit 32.2

 

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

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of (18 U.S.C. 1350), the undersigned officer of Galaxy Enterprises Inc., a Wyoming corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge and belief, that:

 

  1. The quarterly report on Form 10-Q for the period ended April 30, 2023 (the “Form 10-Q”) of the Company 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 the Form 10-Q fairly presents, in all materials respects, the financial condition and results of operations of the Company.

 

Date: June 12, 2023 /s/ James C. Shaw  
  James C. Shaw
 

Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer

 

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act.

 

 

v3.23.2
Cover - shares
9 Months Ended
Apr. 30, 2023
Jun. 12, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Apr. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --07-31  
Entity File Number 333-258034  
Entity Registrant Name Galaxy Enterprises Inc.  
Entity Central Index Key 0001871890  
Entity Tax Identification Number 86-1370102  
Entity Incorporation, State or Country Code WY  
Entity Address, Address Line One 1701  
Entity Address, Address Line Two Charles Iam Court  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89117  
City Area Code 702  
Local Phone Number 596-9628  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   4,170,000
v3.23.2
Balance Sheet (Unaudited) - USD ($)
Apr. 30, 2023
Jul. 31, 2022
Current assets:    
Cash $ 788 $ 14,795
Prepayments and deposits 15,000 15,000
Total current assets 15,788 29,795
Total Assets 15,788 29,795
Current liabilities:    
Accounts payable and accrued liabilities 19,138 25,524
Total current liabilities 19,138 25,524
Total Liabilities 19,138 25,524
STOCKHOLDER’S EQUITY    
Common stock: $0.0001 par value, 500,000,000 authorized, 4,170,000 issued and outstanding as of October 31, 2022 and July 31, 2022 417 417
Additional paid in capital 82,983 82,983
Accumulated deficit (86,749) (79,129)
Total Stockholder’s Equity (3,349) 4,271
Total Liabilities and Stockholder’s Equity $ 15,788 $ 29,795
v3.23.2
Balance Sheet (Unaudited) (Parenthetical) - $ / shares
Apr. 30, 2023
Jul. 31, 2022
Statement of Financial Position [Abstract]    
Common Stock, Par Value $ 0.0001 $ 0.0001
Common Stock Shares Authorized 500,000,000 500,000,000
Common Stock, Shares Issued 4,170,000 4,170,000
Common Stock, Shares Outstanding 4,170,000 4,170,000
v3.23.2
Statement f Comprehensive Income Loss (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2023
Apr. 30, 2022
Expenses        
General and administrative $ 1,710 $ 1,044 $ 7,621 $ 22,163
Net Loss $ (1,710) $ (1,044) $ (7,621) $ (22,163)
Net loss per share – basic and diluted
Weighted average shares outstanding – basic and diluted 4,170,000 4,170,000 4,170,000 4,170,000
v3.23.2
Statement of Stockholder's Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Opening Beginning balance, value at Jul. 31, 2021 $ 417 $ 82,983 $ (34,007) $ 49,393
Opening Balance, shares at Jul. 31, 2021 4,170,000      
Issuance of Common Stock
Net Loss (22,163) (22,163)
Closing Ending balance, value at Apr. 30, 2022 $ 417 82,983 (34,007) 27,230
Closing Balance, shares at Apr. 30, 2022 4,170,000      
Opening Beginning balance, value at Jul. 31, 2022 $ 417 82,983 (79,129) 4,271
Opening Balance, shares at Jul. 31, 2022 4,170,000      
Issuance of Common Stock
Net Loss (7,621) (7,621)
Closing Ending balance, value at Apr. 30, 2023 $ 417 $ 82,983 $ (86,749) $ (3,349)
Closing Balance, shares at Apr. 30, 2023 4,170,000      
v3.23.2
Statement of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Apr. 30, 2023
Apr. 30, 2022
Cash flows from operating activities:    
Net loss for the period $ (7,621) $ (22,163)
Change in operating assets and liabilities    
Prepayments & deposits
Accounts payable and accrued liabilities (6,386) (1,670)
Net cash used in operating activities (14,007) (23,833)
Cash flows from financing activities:    
Issuance of common stock
Net cash used in financing activities
Change in cash (14,007) (23,833)
Cash – beginning of period 14,795 40,863
Cash – end of period 788 17,030
Cash paid For:    
Interest
Income tax
v3.23.2
NATURE AND CONTINUANCE OF OPERATIONS
9 Months Ended
Apr. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE AND CONTINUANCE OF OPERATIONS

1. NATURE AND CONTINUANCE OF OPERATIONS

 

Galaxy Enterprises Inc. (the “Company”) was incorporated in the state of Wyoming on March 24, 2021. The Company is a development stage company that intends to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. The Company’s fiscal year-end is July 31.

 

v3.23.2
GOING CONCERN
9 Months Ended
Apr. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

2. GOING CONCERN

 

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $86,749. For the nine months ended April 30, 2023, the Company incurred a net loss of $7,621 and operating cash outflows of $14,007. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern for a period no less than 12 months from the date of this report. In order to remain in business, the Company will need to raise capital in the next twelve months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and proceeds from its public offering. The Company has no written or verbal commitments from shareholders, director or officer to provide the Company with any form of cash advances, loans or other sources of liquidity to meet its working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

v3.23.2
INTERIM REPORTING
9 Months Ended
Apr. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
INTERIM REPORTING

3. INTERIM REPORTING

 

The unaudited interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s year-end July 31, 2022 financial statements. Operating results for the six-month period ended April 30, 2023 are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2023.

 

There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the period ended July 31, 2022.

 

v3.23.2
CAPITAL STOCK
9 Months Ended
Apr. 30, 2023
Equity [Abstract]  
CAPITAL STOCK

4. CAPITAL STOCK

 

The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.0001 per share.

 

There was no capital stock activity during the nine months ended April 30, 2023 and 2022.

 

As of April 30, 2023, there were no issued and outstanding stock options or warrants.

 

 

v3.23.2
RELATED PARTY TRANSACTIONS
9 Months Ended
Apr. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

5. RELATED PARTY TRANSACTIONS

 

None

 

v3.23.2
SUBSEQUENT EVENTS
9 Months Ended
Apr. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

6. SUBSEQUENT EVENTS

 

None.

v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2023
Apr. 30, 2022
Jul. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Accumulated deficit $ 86,749   $ 86,749   $ 79,129
Net loss $ 1,710 $ 1,044 7,621 $ 22,163  
Operating cash outflows     $ 14,007 $ 23,833  
v3.23.2
CAPITAL STOCK (Details Narrative) - $ / shares
Apr. 30, 2023
Jul. 31, 2022
Equity [Abstract]    
Common Stock Shares Authorized 500,000,000 500,000,000
Common Stock, Par Value $ 0.0001 $ 0.0001

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