UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
or
For the transition period from to
Commission
file number:
(Exact name of registrant as specified in its charter)
| State
or other jurisdiction of incorporation or organization |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
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.
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 ☐
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 | ☐ | ||
| ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
shares of common stock are issued and outstanding as March 26, 2024.
Table of Contents
| INDEX | Page | ||
| PART I | FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements (unaudited) | ||
| BALANCE SHEETS as of January 31, 2024 and July 31, 2023 | 2 | ||
STATEMENTS OF OPERATIONS for the six months ended January 31, 2024 and 2023 |
3 | ||
| STATEMENT OF EQUITY for the six months ended January 31, 2024 and 2023 | 4 | ||
| STATEMENT OF CASH FLOWS for six months ended January 31, 2024 and 2023 | 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 | 12 | |
| SIGNATURES | 13 | ||
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PART I FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10K for the year ended July 31, 2023. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The results of operations for the six months ended January 31, 2024 are not necessarily indicative of the results for the entire fiscal year or for any other period.
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GALAXY ENTERPRISE INC.
BALANCE SHEETS
| January 31, 2024 | July 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepayments and deposits | ||||||||
| Total current assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Common stock: $ par value, authorized, issued and outstanding as of January 31, 2024 and July 31, 2023 | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholder’s Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholder’s Equity | ||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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GALAXY ENTERPRISE INC.
STATEMENT OF COMPREHENSIVE LOSS (unaudited)
| For the six month period Ended | For the three month period Ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | $ | $ | ||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per share – basic and diluted | ||||||||||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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GALAXY ENTERPRISE INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited)
For the six month period ended January 31, 2024 and 2023
| Common Stock | Additional Paid in | Accumulated | ||||||||||||||||||
| Number | Par Value | Capital | Deficit | Total | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Opening Balance, July 31, 2022 | ( | ) | ||||||||||||||||||
| Issuance of Common Stock | - | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Closing Balance, January 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Opening Balance, July 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Issuance of Common Stock | - | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Closing Balance, January 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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GALAXY ENTERPRISE INC.
STATEMENT OF CASH FLOWS (unaudited)
| For the six month period Ended | ||||||||
| January 31, | ||||||||
| 2024 | 2023 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Change in operating assets and liabilities | ||||||||
| Prepayments & deposits | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock | ||||||||
| Net cash used in financing activities | ||||||||
| Change in cash | ( | ) | ( | ) | ||||
| Cash – beginning of period | ||||||||
| Cash – end of period | ||||||||
| Supplemental cash flow disclosures | ||||||||
| Cash paid For: | ||||||||
| Interest | ||||||||
| Income tax | ||||||||
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
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GALAXY ENTERPRISES INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of and for the six months period ended January 31, 2024 and 2023
1. NATURE AND CONTINUANCE OF OPERATIONS
Galaxy Enterprises Inc. (the “Company”) was incorporated in the state of Wyoming on March 24, 2021. The Company is a development stage company that intends to commence business operations by offering real estate management services for clients that focus on cost-efficient operations and tenant retention on a range of properties including Class A, B, and C office space, as well as industrial, manufacturing, retail, and warehousing facilities. The Company’s fiscal year-end is July 31.
2. GOING CONCERN
These financial
statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in
an accumulated deficit of $
3. INTERIM REPORTING
The unaudited interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s year-end July 31, 2023 financial statements. Operating results for the six-month period ended January 31, 2024 are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2024.
There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the period ended July 31, 2023.
4. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company is shares with a par value of $ per share.
There was no capital stock activity during the Six months ended January 31, 2024 and 2023.
As of January 31, 2024, there were no issued and outstanding stock options or warrants.
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5. RELATED PARTY TRANSACTIONS
None
6. SUBSEQUENT EVENTS
None.
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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 January 31, 2024, we have incurred an accumulated deficit of $95,006. To date, we have raised an aggregate of $86,779 through the sale of our common stock. Proceeds from these sales were used to fund the filing of this registration statement and will be used for future working capital requirements. Further losses are anticipated in the development of our business. As a result, our auditor has expressed substantial doubt about our ability to continue as a going concern.
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; | |
| ● | performing background and credit checks on prospective tenants and lessees; |
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| ● | 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; |
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| ● | 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 Six months ended January 31, 2024 and 2023
Our net loss for the six-month period ended January 31, 2024 and 2023 was $8,227 and $4,861, respectively, which consisted entirely of general and administrative fees. We did not generate any revenue to date.
LIQUIDITY AND CAPITAL RESOURCES
As at January 31, 2024, our current assets were $15,698 compared to $15,758 as of July 31, 2023. The slight increase in current assets in the current fiscal year is due to use of cash to pay ordinary business expenses.
As at January 31, 2024, our liabilities were $27,305 compared to $19,138 at July 31, 2023, which comprised entirely of accounts payable and accrued liabilities. The increase in liabilities in the current fiscal year is due to accruing for accounting and professional fees.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.
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Cash Flows from Operating Activities
For the six-month period ended January 31, 2024, net cash flows generated from operating activities were $60 consisting of a net loss of $8,227, which was offset by non-cash components of accounts payable and accrued liabilities of $8,167 from the accrual of the accounting and professional fees.
Cash Flows from Investing Activities
For the period ended January 31, 2024, we did not generate or use cash flows in relation to investing activities.
Cash Flows from Financing Activities
For the period ended January 31, 2024, we did not generate or use cash flows in relation to financing activities.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors’ report accompanying our July 31, 2023 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
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 January 31, 2024, 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 January 31, 2024. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of January 31, 2024, our internal control over financial reporting is not effective.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of our 2024 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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.
Item 6. Exhibits.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| SEC Ref. No. | Title of Document | |
| 101.INS | XBRL 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Galaxy Enterprises Inc. | ||
| Dated: March 26, 2024 | By: |
/s/ Gregory Navone |
| Gregory Navone | ||
| President, Chief Executive Officer, and director | ||
| By: | /s/ James C. Shaw | |
| James C. Shaw | ||
| Chief Financial Officer, Treasury, Secretary and director | ||
| By: | /s/ Kurt Strakaluse | |
| Kurt Strakaluse | ||
| Director | ||
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