Registration No. 333-198968333-272937

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Galaxy Next Generation, Inc.

(Exact name of Registrant as specified in its charter)

285 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Gary LeCroy

Chief Executive Officer and

Chairman of the Board of Directors

Galaxy Next Generation, Inc.

285 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Leslie Marlow, Esq.

Hank Gracin, Esq.

Patrick J. Egan, Esq.

Blank Rome LLP

1271 Avenue of communications to:the Americas

Robert J. ZepfelNew York, New York 10020

Haddan & Zepfel LLP(212) 885-5358

Corporate and Securities Lawyers

500 Newport Center Drive, Suite 580

Newport Beach, CA 92660

949.706.6000

949.706.6060 (fax)

Approximate date of commencement of proposed sale to the public:public: As soon as practicalpracticable after the Registration Statement becomes effective.effective date of this registration statement.

If any securitiesof the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,as amended, check the following box: X.☒

If this Form is filed to register additional securities for an Offeringoffering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statementRegistration Statement number of the earlier effective registration statementRegistration Statement for the same Offering.     .offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statementRegistration Statement number of the earlier effective registration statementRegistration Statement for the same Offering.     .offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: ☐

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.

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. WeThe Selling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it iswe are  not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 29, 2023

FullCircle Registry, Inc.

161 Alpine Drive

Shelbyville, KY 40065100,000,000 Shares of Common Stock

UpThis prospectus relates to 21,000,000 SHARES OF COMMON STOCK

We are registering 21,000,000 shares, representing approximately 15.4%the offer and resale of our outstanding common stock if all shares are sold, for sale by Kodiak Capital Group, LLC, a Delaware limited liability company, pursuant to a Stock Purchase Agreement. The agreement allows us to require Kodiak to purchase up to $1,500,000100,000,000 shares of our common stock.stock par value $0.0001 by ClearThink Capital Partners, LLC (“ClearThink”). ClearThink is also referred to in this prospectus as the Selling Stockholder.

Our common stock is quoted on the OTC Pink Open Market under the symbol "GAXY." The last reported sale price of our common stock on the OTC Pink Open Market on June 27, 2023 was $0.0004 per share .

The shares of common stock being offered by the Selling Stockholder will be issued pursuant to the purchase agreement dated November 7, 2022 that we entered into with ClearThink, which we refer to in this prospectus as the Purchase Agreement. Please refer to the section of this prospectus entitled “The ClearThink Transaction” for a description of the Purchase Agreement and the section entitled “Selling Stockholder” for additional information regarding ClearThink. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by ClearThink. However, we will  receive proceeds from our sale of our common stock to ClearThink pursuant to the terms of the Purchase Agreement. The prices at which ClearThink may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

We registered up to 10,000,000 shares of common stock that could be sold under the Purchase Agreement (including 500,000 commitment shares issued to ClearThink) pursuant to a separate registration statement on Form S-1, as amended (File No. 333-268416), that was declared effective on November 29, 2022. As of the date of this prospectus, we have sold an aggregate of 9,429,130 shares of common stock to ClearThink (excluding the 500,000 commitment shares issued to Clear Think) pursuant to the terms of the Purchase Agreement for total gross proceeds of $150,000.

The Selling Stockholder may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of their shares of common stock in the resale offering.section entitled “Plan of Distribution.” The Selling Stockholder will pay all brokerage fees and commissions and similar expenses. We therefore, will not receive any proceeds frompay all expenses (except brokerage fees and commissions and similar expenses) relating to the saleregistration of the shares bywith the selling shareholder. We will, however, receive proceeds from the sale of securities to Kodiak pursuant to Put Notice(s) under the Stock Purchase Agreement.Securities and Exchange Commission.

This offering will terminate on the earlier of (i) when all 21,000,000 shares are sold, (ii) when the maximum offering amount of $1,500,000 has been achieved, or (iii) on the date which is two years after the effective date hereof, unless we terminate it earlier.

Investing in the common stock involves risks. See “Risk Factors” beginning on page 6. Our common stock is governed under The Securities Enforcement and Penny Stock Reform Act of 1990, and as a result youSelling Stockholder may be limited in your abilitydeemed to sell our stock.

Our common stock is registered under Section 12(g) of the Securities Exchange Act of 1934 and is currently traded on the OTC Markets Group (OTC.QB Tier) under the symbol “FLCR.” The closing price of our common stock as reported on the OTC Bulletin Board on November 7, 2014 was $ ..0225 ..

These shares may be sold by Kodiak from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. Kodiak is an“underwriter” “underwriter” within the meaning of the Securities Act of 1933, as amended (the“Securities Act”)amended.

Investing in our securities involves various risks. See “Risk Factors” beginning on page 3 of this prospectus for a discussion of information that should be considered in connection with the resale ofan investment in our common stock under the Stock Purchase Agreement. Kodiak will pay us 75% of the lowest daily volume weighted average of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement.securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed on the accuracy or adequacy ofdetermined if this prospectus. prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

ThisThe date of this Prospectusprospectus is  ___________ __,2014

, 2023

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TABLE OF CONTENTS

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the common stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site, www.galaxynext.us, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the shares of common stock offered hereunder.

Unless the context otherwise requires, the terms “Galaxy,” “we,” “us” and “our” in this prospectus refer to Galaxy Next Generation, Inc., and “this offering” refers to the offering contemplated in this prospectus.

Neither we nor the Selling Stockholder authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the Selling Stockholder is not, making an offer of these securities in any jurisdiction where such offer is not permitted.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains, in addition to historical information, certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “may,” “should,” “would,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue,” “plan,” “potential” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus or incorporated herein by reference.

You should read this prospectus and the documents we have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of those documents.

Risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written or oral forward-looking statements may be found in this prospectus under the heading “Risk Factors.”

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus particularly our forward-looking statements, by these cautionary statements.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

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PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the sections of this prospectus entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and similar headings. You should also carefully read our financial statements, and the exhibits to the registration statement of which this prospectus is a part. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Business Overview

We are a manufacturer and U.S. distributor of interactive learning technologies and enhanced audio solutions. We are engaged in a full range of activities: marketing and sales, engineering and product design and development, manufacturing, and distributing. We develop both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. We also develop award winning classroom audio solutions, school public address (“PA”) and intercom products, and emergency communication applications creating a full line card offering for classrooms to our channel partners. Our product offerings include our own private-label interactive touch screen panel, our own intercom, bell, and paging solution, as well as an audio amplification line of products that is currently supported by both direct sales and through original equipment manufacturer (“OEM”) relationships. Our distribution channel consists of a direct sales model, as well as approximately 44 resellers across the U.S. that primarily sell the products offered by us within the commercial and educational market. We do not control where the resellers focus their reselling efforts; however, the K-12 education market is the largest customer base for our products comprising nearly 90% of our sales. In addition, our OEM division manufactures products for other vendors in our industry and white labels the products under other brands.

We believe the market space for interactive technology in the classroom is a perpetual highway of business opportunity, especially in light of the effects of the ongoing global novel coronavirus (“COVID-19”) pandemic as school systems have sought to expand their ability to operate remotely. Public and private school systems are in a continuous race to modernize their learning environments. Our goal is to be an early provider of the best and most modern technology available.

We are striving to become a leader in the market for interactive flat panel technology, associated software, and peripheral devices for classrooms. Our goal is to provide an intuitive system to enhance the learning environment and create easy to use technology for the teacher, increasing student engagement and achievement. Our products are developed and backed by a management team with more than 30 combined years in the classroom technology space.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Corporate History

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. (“Private Galaxy”).

FullCircle Registry, Inc. (“FLCR”), which was originally organized as a Nevada corporation in 2000 as Excel Publishing, Inc., was 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”), owned and operated Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana.

On June 22, 2018, we consummated a reverse triangular merger whereby Private Galaxy (co-founded by our now executives, Gary LeCroy (CEO) and Magen McGahee (CFO)), merged with and into our newly formed subsidiary, Galaxy MS, Inc. (“Galaxy MS” or “Merger Sub”), which was formed specifically for the transaction. Under the terms of the merger, the shareholders of Private Galaxy transferred all their outstanding shares of common stock to Galaxy MS, in return for shares of our Series C Preferred Stock. Prior to the merger, we operated under the name FullCircle Registry, Inc. and our operations were based upon our ownership of Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, our sole business and source of revenue was from the operation of the theater, and as part of the merger agreement, we had the right to spinout the theater to the prior shareholders of FLCR. Effective February 6, 2019, we sold our interest in the theater to focus our resources on our technology operations.

In recognition of Private Galaxy’s merger with FLCR, several things occurred: (1) on August 30, 2018, FLCR amended and restated its articles of incorporation to change its name from FullCircle Registry, Inc. to Galaxy Next Generation, Inc.; (2) the Company changed its fiscal year end to June 30, effective June 2018; (3) the Company’s 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; (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 Private Galaxy.

On September 3, 2019, we acquired 100% of the stock of Interlock Concepts, Inc. ("Concepts") and Ehlert Solutions Group, Inc. ("Solutions"). The purchase price for the acquisition was 1,350,000 (6,750 post March 7, 2022 reverse stock split) 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 gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions.

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.

On October 15, 2020, we acquired the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million (50,000 post March 7, 2022 reverse stock split) shares of common stock to the seller of Classroom Tech. Classroom Tech provides cutting-edge presentation products to schools, training facilities, churches, corporations and retail establishments. Their high-quality solutions are customized to meet a variety of needs and budgets in order to provide the best in education and presentation technology. Classroom Tech direct-sources and imports many devices and components which allows the Company to be innovative, nimble, and capable of delivering a broad range of cost-effective solutions. Classroom Tech also offers in-house service and repair facilities and carries many top brands.

On March 7, 2022, we effected a reverse stock split of our issued and outstanding shares of common stock on a 1-for-200 basis.

On August 31, 2022, we filed a certificate of amendment to our amended and restated articles of incorporation to increase the number of authorized shares of common stock from 20,000,000 to 200,000,000.

On January 31, 2023, we filed a certificate of amendment to our amended and restated articles of incorporation to increase the number of authorized shares of common stock from 200,000,000 to 3,000,000,000.

Our principal executive offices are located at 285 Big A Road Toccoa, Georgia 30577, and our telephone number is (706) 391-5030. Our website address is www.galaxynext.us. Information contained in our website does not form part of this prospectus and is intended for informational purposes only.

Purchase Agreement

On November 7, 2022, we entered into a purchase agreement with ClearThink Capital Partners, LLC (the “Purchase Agreement”) and on the same day we also entered into a registration rights agreement with ClearThink (the “Registration Rights Agreement”). Pursuant to the terms of the Purchase Agreement, we have the right to sell to ClearThink up to $5 million in shares of common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. As consideration for ClearThink’s commitment to purchase shares of common stock pursuant to the Purchase Agreement, we issued to ClearThink 500,000 shares of common stock (the “Commitment Shares”). We did not receive any cash proceeds from the issuance of such shares. See “The ClearThink Transaction” for additional information regarding the terms of the Purchase Agreement and Registration Rights Agreement that we entered into with ClearThink.

We registered up to 10,000,000 shares of common stock that could be sold under the Purchase Agreement, including the 500,000 Commitment Shares, pursuant to a separate registration statement on Form S-1, as amended (File No. 333-268416), that was declared effective on November 29, 2022. As of the date of this prospectus, we have sold an aggregate of 9,429,130 shares of common stock to ClearThink (excluding the commitment shares) pursuant to the terms of the Purchase Agreement for total gross proceeds of $150,000.  

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Summary of Risks

Risks Related to this Offering

Risks Related to Our Financial Position and Capital Requirements

Risks Related to Our Business

Risks Related to Our Industry and Regulations

Risks Related to Our Intellectual Property and Technology

Risks Related to Our Common Stock and Other Securities

Please see “Risk Factors” beginning on page 3 for a more detailed discussion of these risks. Additional risks, beyond those summarized above or discussed under the caption “Risk Factors” or described elsewhere in this prospectus may also materially and adversely impact our business, operations or financial results.

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THE OFFERING

You should rely only on the information contained in this prospectus (the “Prospectus”). We have not authorized any other person to provide you with additional or different information. This Prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover of this Prospectus, but the information may have changed since that date.

Market data and industry statistics used throughout this Prospectus are based on independent industry publications, and other independent sources available on the Internet. Some data and other information are also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. Although we believe these sources are credible, we have not independently verified the data or information obtained from these sources. Accordingly, investors should not place undue reliance on this information. By including such market data and information, we do not undertake a duty to provide such data in the future or to update such data when such data is updated.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Common Stock, you should carefully read this entire prospectus, including our audited consolidated financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus. References in this prospectus to “we,” “us,” “our,” the “Company” and “FullCircle” refer to FullCircle Registry, Inc. unless the context requires otherwise.

About Us

We were formed in 2000 as a technology-based business that provided emergency document and information retrieval services. Our service included, providing customers with secure storage and immediate access to their critical medical records, legal documents (living wills, powers of attorney, “do not resuscitate” orders, etc.), and emergency contact information. In 2006 we were licensed by the Commonwealth of Kentucky as an insurance agency. However, due to adverse conditions in the insurance industry, we suspended that business in 2009 ..

In 2010 we formed a wholly-owned subsidiary, FullCircle Entertainment, Inc., which purchased Georgetown 14 Cinemas, a movie theater complex property at 3898 Lafayette Road, Indianapolis, Indiana 46224. We currently own and operate the Georgetown 14 Cinemas

In 2013 we established a new subsidiary, FullCircle Medical Supplies, Inc. (“FullCircle Medical”), for the purpose of entering into the durable medical equipment (“DME”) supply business sector. We plan to have Full Circle Medical acquire several medical supply businesses in the Sun Belt states, although none have been acquired as of the date of this Prospectus.

We received a “going concern” opinion on our financial statements for the fiscal years ended December 31, 2012 and 2013, which means that our financial statements were prepared assuming that we would continue as a going concern. Our auditors have stated that due to our lack of profitability and our negative working capital, there is "substantial doubt" about our ability to continue as a going concern. For the fiscal years ended December 31, 2013 and 2012, respectively, we have reported net losses of $448,102 and $369,784, respectively. During the six months ended June 30, 2014, our most significant expenses have been interest ($155,062), depreciation ($126,504) and payroll ($116,689). As of September 30, 2014 we had cash and cash equivalents of approximately $19,814.13.

Corporate Information

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, Kentucky, 40065 and our telephone number is (502) 410-4500. Our current website addresses are www.fullcircleregistry.com and www.georgetowncinemas.com.  Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Prospectus or the registration statement of which it forms a part.

The Offering

We are registering up to 21,000,000 shares of our common stock for resale by Kodiak Capital Group, LLC, pursuant to a Stock Purchase Agreement. The agreement allows us to require Kodiak to purchase up to $1,500,000 of our common stock.

These shares may be sold by Kodiak from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices.

We can, from time to time, require Kodiak to purchase shares of our Common Stock for an amount to be determined by us, up to an aggregate of $1,500,000, by delivering to Kodiak a notice specifying the amount. Kodiak will purchase the shares of our common stock for seventy-five percent (75%) of the  lowest daily volume weighted average price of our Common Stock during the five trading days preceding our notice.

Kodiak received a one-time issuance of 1,500,000 shares of our common stock, restricted in accordance with Rule 144, as a commitment for the investment. Kodiak has informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock.

We will not be permitted to submit a Put Notice to Kodiak, or draw down any funds from the financing arrangement, if the shares issued to Kodiak would cause them to beneficially own more than 9.99% of our outstanding common stock on the date of the issuance of the shares. The 21,000,000 shares being registered represent a good faith estimate of the number of shares of common stock that will be issuable pursuant to the agreement.

On any Closing Date, we shall deliver to Kodiak the number of shares of the Common Stock registered in the name of Kodiak as specified in the Put Notice. In addition, we must deliver the other required documents, instruments and writings required. Kodiak is not required to purchase the shares unless:

·

Our Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the applicable put shall have been declared effective;

·

We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities; and

·

We shall have filed with the SEC in a timely manner all reports, notices and other documents required.

Kodiak has agreed that neither it nor its affiliates will engage in any short selling of the common stock.

All of the common stock registered by this Prospectus will be sold by Kodiak at the prevailing market prices at the time they are sold. We currently have 136,316,196 shares of common stock outstanding, and if all of the shares included in the registration statement of which this Prospectus is a part are issued, we will have 157,316,196 shares of common stock outstanding.

Although it is subject to the market price of our Common Stock from time to time, we believe we will be able to sell all of the shares covered by this Registration Statement and realize the maximum net proceeds described in this Prospectus.   If we are able to receive the maximum proceeds, we believe we will be able to utilize the full amount of such proceeds for the purposes described in “Use of Proceeds,” below.

RISK FACTORS

AnyAn investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with therisks and other information containedincluded in this prospectus before you decide whether to buy our common stock. If one or more of theThe following events actually occurs,risks may adversely affect our business, will suffer,financial condition, and asoperating results. As a result, our financial condition or results of operations will be adversely affected. In this case, the markettrading price if any, of our common stock could decline and you could lose allpart or partall of your investmentinvestment. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations.

Risks Related to this Offering

We may not be able to access the full amounts available under the Purchase Agreement, which could prevent us from accessing the capital we need to continue our operations, which could have an adverse effect on our business.

We intend to rely on the Purchase Agreement for our near-term capital needs. At March 31, 2023, we had cash of $170,096 and at June 30, 2022, we had cash of $300,899. We had an accumulated deficit of approximately $60.1 million at March 31, 2023 and approximately $54 million at June 30, 2022. We have generated significant losses to date and expect to continue to incur significant operating losses. To date, our revenue from operations have been insufficient to support our operational activities and has been supplemented by the proceeds from the issuance of securities. There is no guarantee that additional equity, debt or other funding will be available to us on acceptable terms, or at all.

The Purchase Agreement provides that we may direct up to $5 million of shares of our common stock over a 24-month period, of which ClearThink has purchased $150,000 of shares of our common stock pursuant to the terms of the Purchase Agreement which shares were registered pursuant to a separate registration statement on Form S-1, as amended (File No. 333-268416), that was declared effective on November 29, 2022.  We may direct ClearThink to purchase the remaining $4,850,000 of shares of our common stock commencing upon the satisfaction of certain conditions, including that the registration statement of which this prospectus forms a part is declared effective by the SEC. Thereafter, on any trading day selected by us, we may sell shares of common stock to ClearThink in an amount equal to the lesser of $500,000 or 500% of the average shares traded for the 10 days prior to the closing request date, with a minimum request of $100,000. The purchase price shall be 80% of the average of the two lowest daily traded prices during the ten trading days commencing on the first trading day following delivery and clearing of the delivered shares (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse split or other similar transaction that occurs on or after the date of the Purchase Agreement).

The extent we rely on ClearThink as a source of funding will depend on a number of factors, including the prevailing market price of our common stock and the extent to which we are able to secure funding from other sources. If obtaining sufficient funding from ClearThink were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we sell all $4.85 million remaining to be sold under the Purchase Agreement to ClearThink, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and prospects.

Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

In addition, ClearThink will not be required to purchase any shares of our common stock if such sale would result in its beneficial ownership exceeding 9.99% of the then outstanding shares of our common stock. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

Risk Factors RelatedThe sale or issuance of our common stock to ClearThink may cause dilution and the sale of the shares of common stock acquired by ClearThink, or the perception that such sales may occur, could cause the price of our common stock to fall.

Upon the execution of the Purchase Agreement, we issued 500,000 Commitment Shares to ClearThink in consideration for its commitment to purchase shares of our common stock under the Purchase Agreement. The remaining shares of our common stock that may be issued under the Purchase Agreement may be sold by us to ClearThink at our discretion from time to time over a 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement (the “Initial Registration Statement”) that registered the Commitment Shares and an additional 9,500,000 shares of common stock to be sold pursuant to the Offeringterms of the Purchase Agreement (the ”Commencement Date”). The purchase price for the shares that we may sell to ClearThink under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

We generally have the right to control the timing and amount of any future sales of our shares to ClearThink. Additional sales of our common stock, if any, to ClearThink will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to ClearThink all, some, or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to ClearThink, after ClearThink has acquired the shares, ClearThink may resell all or some of those shares at any time or from time to time in its discretion. Therefore, sales to ClearThink by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to ClearThink, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Existing stockholdersIt is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the Selling Stockholder, or the actual gross proceeds resulting from those sales.

Subject to certain limitations in the Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to the Selling Stockholder at any time throughout the term of the Purchase Agreement. The actual number of shares that are sold to the Selling Stockholder may depend based on a number of factors, including the market price of the common stock during the sales period. Actual gross proceeds may be less than $4,850,000, which may impact our future liquidity. Because the price per share of each share sold to the Selling Stockholder will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross proceeds to be raised in connection with those sales.

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Investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience significantdifferent levels of dilution fromand different outcomes in their investment results. In connection with the sale of our common stock pursuant to the Kodiak Capital Group Stockterms of the Purchase Agreement.

The sale of our common stock to Kodiak Capital Group, LLC in accordance with the Stock Purchase Agreement, may have a dilutive impact on our shareholders. As a result, our net income per share could decrease in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have discretion, subject to issuemarket demand, to Kodiak in ordervary the timing, prices, and numbers of shares sold to exercise a put under the Stock Purchase Agreement. If our stock price decreases, then our existing shareholders wouldSelling Stockholder. Similarly, the Selling Stockholder may sell such shares at different times and at different prices. Investors may experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

The issuance of shares pursuant to the Kodiak Stock Purchase Agreement may have a significant dilutive effect.

Depending on the number of shares we issue pursuant to the Kodiak Stock Purchase Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Stock Purchase Agreement will vary based on our stock price (the higher our stock price, the less shares we have to issue) the information set out below indicates the potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amountvalue of the Stock Purchase Agreement is realized.

Dilution is based upon common stock putshares they purchase from the Selling Stockholder in this offering as a result of sales made by us in future transactions to Kodiak and the stock price discounted to Kodiak’s purchase price of 75% of the lowest volume weighted average purchase price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement. The example below illustrates dilution based upon a put of the maximum amount ($1,500,000),Selling Stockholder at various market prices (without regard to Kodiak’s 9.99% ownership limit):

⁽¹⁾

Portions of this table are for illustrative purposes only. The maximum number of shares that can be issued to Kodiak and sold pursuant to this Registration Statement is 21,000,000.

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Based on 137,912,706 shares outstanding before the Put as of November 10, 2014.

Kodiak Capital Group, LLC will pay lesslower than the then-prevailing market price of our common stock which could cause the price of our common stockprices they paid.

Risks Related to decline.

Our common stock to be issued to Kodiak under the Stock Purchase Agreement will be purchased at a twenty five percent (25%) discount or 75% of the lowest volume weighted average trading price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement.

Kodiak has a financial incentive to sell our shares immediately upon receiving the shares to realize the profit between the discounted priceFinancial Position and the market price. If Kodiak sells our shares, the price of our common stock may decrease. If our stock price decreases, Kodiak may have a further incentive to sell such shares. Accordingly, the discounted sales price in the Stock Purchase Agreements may cause the price of our common stock to decline.

Kodiak Capital Group, LLC has entered into similar agreements with other public companies and may not have sufficient capital to meet our put notices.

Kodiak has entered into similar investment agreements with other public companies, and some of those companies have filed registration statements with the intent of registering shares to be sold to Kodiak pursuant to similar stock purchase agreements. We do not know if management at any of the companies who have or will have effective registration statements intend to raise funds now or in the future, what the size or frequency of each put request would be, if floors will be used to restrict the amount of shares sold, or if the stock purchase agreement will ultimately be cancelled or expire before the entire amount of shares are put to Kodiak. Since we do not have any control over the requests of these other companies, if Kodiak receives significant requests, it may not have the financial ability to meet our requests. If so, the amount of available funds may be significantly less than we anticipate.

We are registering an aggregate of 21,000,000 shares of common stock to be issued under the Kodiak Stock Purchase Agreement. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 21,000,000 shares of common stock under the registration statement of which this Prospectus forms a part for issuance pursuant to the Kodiak Stock Purchase Agreement. The sale of these shares into the public market by Kodiak could depress the market price of our common stock.

Requirements

Because we are subject to “penny stock” rules, the level of trading activity in our common stock may be limited.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market continues to develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.

The proceeds of the Stock Purchase Agreement with Kodiak may be inadequate to provide proper funding for the Company to survive.

Because there is no minimum amount of proceeds required, the proceeds from sales to Kodiak under the Stock Purchase Agreement may be utilized for salaries, offering expenses, and other general corporate expenditures and there may be insufficient funds available, if at all, to implement any of the proposed revisions, business plans, expansions or acquisitions.

The sale of our common stock pursuant to this Prospectus, and future additional issuances of our shares of common and/or preferred stock, may result in immediate dilution to existing shareholders.

We are issuing a maximum of up to 21,000,000 shares of our common stock pursuant to this Prospectus. Our Board of Directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. The sale of our common stock pursuant to this Prospectus, and any future additional issuances will result in immediate dilution to our existing shareholders’ interests, which may have a dilutive impact on our existing shareholders, and could negatively affect the value of your shares.

Risk Factors Related to the Business of the Company

We have a limited history of net losses, and face many ofhave incurred losses for the risks inherent to a new business. As a result of our limited operating history, it is difficult to accurately forecast our potential revenue. Our revenuenine months ended March 31, 2023 and income potential is unproven2021 and our business models are still emerging. Therefore, there can be no assurance that we will providegenerate net income

For the nine months ended March 31, 2023 and 2022 we had a return on investment innet loss of $5,960,453 and $3,878,517, respectively. For the future. An investor in our common stock must consideryear ended June 30, 2022, we had a net loss of $6,250,956. For the challenges, risks and uncertainties frequently encountered in the establishmentyear ended June 30, 2021, we had a net loss of new technologies, products and processes in emerging markets and evolving industries. These challenges include our ability to:

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Execute our business model;

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Manage growth in our operations;

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Create a customer base in a cost-effective manner;

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Acquire businesses in the DME market; and

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Attract and retain key personnel.

$24,424,336. There can be no assurance that our business modellosses will be successful or that it will successfully address these and other challenges, risks and uncertainties.

We will need additional fundingnot continue in the future, even if our revenues and ifexpenditures for the products and solutions we sell and distribute increase. In addition, as of March 31, 2023, we had stockholders' deficit of approximately $6,000,000 and cash used in operations of approximately $2,300,000. As of June 30, 2022, we had stockholders' deficit of approximately $2,200,000 and cash used in operations of approximately $1,400,000. These factors raise substantial doubt regarding our ability to continue as a going concern.

Our historical operating results indicate substantial doubt exists related to our ability to operate as a going concern.

We have incurred net losses and used significant cash in operating activities since inception, and we expect to continue to generate operating losses for the foreseeable future. As of March 31, 2023, we have an accumulated deficit of approximately $60.1 million and our total cash at March 31, 2023 was $170,096. These factors raise substantial doubt about our ability to continue as a going concern and to satisfy our estimated liquidity needs for twelve months following the date that our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 was filed. Our consolidated audited financial statements as of and for the year ended June 30, 2022 have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our management concluded that our recurring losses from operations and the fact that we have not generated significant revenue or positive cash flows from operations raise substantial doubt about our ability to continue as a going concern for the twelve months following the date on which we issued of our audited financial statements. Our auditors also included an explanatory paragraph in its report on our audited financial statements as of and for the year ended June 30, 2022 with respect to this uncertainty. If we continue to experience operating losses, and we are not able to generate additional liquidity through a capital raise or other cash infusion, we might need to secure additional sources of funds, which may or may not be available to us. If we are unable to raise additional capital when needed,in sufficient amounts or on terms acceptable to us, we may have to further scale back or discontinue the development of our product candidates or other research and development initiatives or initiate steps to cease operations.

We require funds to operate and expand our business.

During the nine months ended March 31, 2023, our operating activities used net cash of $2,292,413 and our total cash at March 31, 2023 was $214,860. During the year ended June 30, 2022, our operating activities used net cash of approximately $1.4 million and our total cash was $300,899. During the year ended June 30, 2021, our operating activities used net cash of approximately $6,300,000 and our cash was $541,591.  As of March 31, 2023, our accumulated deficit totaled approximately $60.1 million. As of June 30, 2022, our accumulated deficit totaled approximately $54,000,000. Although we have been able to mitigate our losses in the past, we expect to incur additional operating losses in the future and therefore expect our cumulative losses to increase. We will require funds to purchase additional inventories, pay our vendors, and build our marketing and sales staff. If we do not succeed in raising additional funds on acceptable terms, we may be forcedunable to delay, reduce or eliminate our acquisition efforts.

We may need to raise substantial additional capital in the future in order to executeexpand our business plan. We may need to finance future cash needs through publicand could default on our obligations. There can be no assurance that such financing will be available and that the equity interests of all of our stockholders would not be substantially diluted. Any additional sources of financing will likely involve the issuance of our equity or private equity offerings, debt financings or strategic collaboration arrangements.securities, which will have a dilutive effect on our stockholders. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, andsignificant dilution. Any debt financing, if available, may involve restrictive covenants andthat may result in high interest expense.

We have no operational history in the medical supply business, which may have a material adverse effect on our business, financial condition or results of operations.

We have not yet acquired or operated any medical supply business and our officers have no experience in operating such businesses.

Our independent auditors have expressed doubt aboutimpact our ability to continue as a going concern, and the amounts recorded inconduct our financial statements may require adjustments if the assumption that the entity is a going concern proves untrue, which may hinder ourbusiness. Our ability to obtain future financing

The Company received a “going concern” opinion on its financial statements for the fiscal years ended December 31, 2012 and 2013, which means that our financial statements were prepared assuming that we would continue as a going concern. Our auditors have stated that due to our lack of profitability and our negative workingraise capital there is "substantial doubt" about our ability to continue as a going concern. The going concern opinion from our auditors represents a strong warning regarding our financial condition and ability to stay in business. In addition, the going concern opinion may limit our ability to obtain the financing required. If we continue to experience losses and negative cash flows, it could cause us to curtail or cease operations.

Although we have been operating our movie theater business since 2011, we have yet to operate at a profit in this business

The market for movie theater attendance is highly competitive. There are three other movie theaters within ten miles of Georgetown 14 Cinemas in Indianapolis. Our revenues are derived from selling movie tickets at our theater.  If our customers no longer wish to attend our theater, our business, financial condition or results of operations may be materially affected. Our success is highly dependent on the quality and popularity of movies made available to us by distributors. If we are unable to exhibit top performing movies, our revenues and profitability could be severely impacted.

There is extensive competition in the medical supply marketplace forthrough the sale of health related productssecurities may be limited by the rules of the SEC and services.

There are over fifty businesses in Louisiana that that offer similar products and services.  There can be no assurancethe terms of the agreements that we consistently will be able to undertake projects that will prove profitable to us in view of the intense competition to be encountered by us in all significant phases of our activities. There are thousands of medical supply outlets nationwide.enter into. We expect that our growth in the medical supply businesses, when we acquire them, will come principally from Internet marketing, social media and search engines

Initially, wecurrently do not planhave any committed sources of financing other than our accounts receivable factoring agreement, which requires us to enter the Medicare / Medicaid competitive bidding markets, because those insurance payments are not as lucrative as in the other non-competitive bidding markets in the rest of the state.  In Louisiana the only competitive bidding markets are Baton Rouge and New Orleans.  Our plansmeet certain conditions to acquire up to twelve locations do not include Baton Rouge and New Orleans.  Once the Louisiana infrastructure is operating, we will then decide if we wish to enter the competitive bidding markets.

The medical supply business has come into difficult times due to the reduced approved payments for all insurance products.  Many of the medical supply businesses are seeing their costs increase, which is impacting their profitability.

The Company currently has approximately a $9.3 million accumulated operating loss. As of June 30, 2014, current liabilities exceed current assets of the Company by $306,851. There is no assurance that this offering will result in sufficient capitalization of the Company.

Much of the loss on the books of the Company over the past three years has resulted from the Company’s investing in security, improvements and maintenance in our theater.  In addition, depreciation and amortization expenses amounted to $290,212 in our fiscal year ending December 31, 2013.

Our planned business venture in the medical supply sector is dependent upon the clients continuing to need medical supplies and services. If our clients significantly reduce their purchase of medical supply products, our business, financial condition or results of operations may be materially adversely affected.

Revenues in the medical supply businesses come from the sale of medical related products. To the extent that we acquire DME businesses and the customers of those businesses change their purchases to competitor’s stores, it could have an adverse effect on our business.

We will need to continue to introduce new products, new services, and product enhancements to address the customers’ changing needs in the DME business. We must be aware of and respond to market changes and developments, and continue to be current with the latest medical technology products. Failure to do so may result in a loss of market share.

The market for the medical supply products is characterized by shifting client demands and evolving market practices. Changed client demands, new market practices or new technologies can render existing products obsolete and unmarketable. As a result, our future success will continue to depend upon our ability to market new products and product enhancements that address the future needs of our target markets and respond to market changes. We may not be successful in introducing and marketing new products or product enhancements on a timely and cost effective basis, or at all, and our new products and product enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. In addition, clients may delay purchases in anticipation of new products or product enhancements.

Increased competition may result in loss of market share, which may materially adversely affect our business, financial condition or results of operations.

In the medical supply business we will face significant competition for attracting and retaining our clients. Our competitors range in size from large companies with substantial resources to small, single-product businesses that are highly specialized. Our larger competitors may have access to more resources and may be able to achieve greater economies of scale, and our competitors that are focused on a narrower product line may be more effective in devoting technical, marketing and financial resources to compete with us. In addition, barriers to creating a single-purpose product may be low in many cases. The Internet as a distribution channel has allowed free or relatively inexpensive access to information sources, which has reduced barriers to entry even further. Low barriers to entry could lead to the emergence of new competitors. These competitive pressures may also result in fewer clients, fewer premiums, price reductions, and increased operating costs, such as for marketing, resulting in lower revenue, gross margins and operating income.

Our growth may place significant strain on our management and other resources.

We must plan and manage our growth effectively to increase revenue and maintain profitability. Our growth has placed, and is expected to continue to place, significant demands on our personnel, management and other resources. We must continue to improve our operational, financial, management, legal and compliance processes and information systems to keep pace with the growth of our business. There can also be no assurance that, if we continue to grow internally or by way of mergers, Management will be effective in attracting and retaining additional qualified personnel, expanding our physical facilities and information technology infrastructure, integrating acquired businesses or otherwise managing growth. Any failure to effectively manage growth or to effectively manage the business could have a material adverse effect on our business, financial condition or results of operations.

There is considerable risk embedded in growth through mergers and acquisitions, which may materially adversely affect our business, financial condition or results of operations.

A principal element of our growth strategy is growth through mergers with independent medical supply businesses. Any future mergers could present a number of risks, including:

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incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

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failure to integrate the operations or management of any acquired operations or assets successfully and on a timely and cost effective basis;

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failure to achieve assumed synergies;

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insufficient knowledge of the operations and markets of acquired businesses;

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increased debt;

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turnover of key personnel;

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diversion of management’s attention from existing operations or other priorities; and

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inability to secure, on terms we find acceptable, sufficient financing that may be required for any such merger, acquisition or investment.

In addition, if we are unsuccessful in completing mergers of other businesses, operations or assets or if such opportunities for expansion do not arise, our future growth, business, financial condition or results of operations could be materially adversely affected.

We are dependent on key personnel in our professional staff for their expertise. If we fail to attract and retain the necessary qualified personnel, our business, financial condition or results of operations could be materially adversely affected.

The development, maintenance and support of our business is dependent upon the knowledge, experience and ability of our officers and employees. Accordingly, the success of our business depends to a significant extent upon the continued service of our executive officers and other key management and other personnel. Although we do not believe that we are dependent upon any individual employee, the loss of a group of our key professional employees could have a material adverse effect on our business, financial condition or results of operations. We believe our future success will also depend in large part upon our ability to attract and retain highly skilled managerial, sales and marketing and other personnel. Competition for such personnel nationwide is intense,utilize and there can be no assurance that we will be successfulmeet those conditions.

Our failure to comply with the terms of our outstanding notes could result in attracting or retaining such personnel.a default under the terms of the notes and, if uncured, it could potentially result in action against our pledged assets.

We currently have outstanding $200,000 in principal amount related to the balance of the note we issued in June 2022; $843,750 in principal amount related to the balance of the note we issued in August 2022 and $225,000 in principal amount related to the balance of the note we issued in November 2022. The notes have negative and affirmative covenants that restrict our ability to declare dividends, repurchase stock, issue new debt without consent, sell assets and are secured by warrants and convertible default provisions in the event the Company does not make the scheduled payments. If we fail to attractcomply with the terms of the notes, the note holders could declare a default under the notes and retainif the necessary qualified personneldefault were to remain uncured the amounts owed under the notes can be accelerated, as they would have the right to proceed against the collateral secured by the loans. Certain of the notes also have prohibitions which prohibit us from taking certain actions. Any failure to comply with the terms of the notes would likely have a serious disruptive effect on our business.

We have identified a material weakness in our internal controls, and we cannot provide assurances that this weakness will be effectively remediated or that additional material weaknesses will not occur in the future.

If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management concluded that there is a material weakness in our internal control over financial reporting. The material weakness relates to the fact that our management is relying on external consultants for purposes of preparing its 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. Because of the material weakness described above, management concluded that, as of March 31, 2023 and as of June 30, 2022, our internal controls over financial reporting were not effective based on the criteria established in Internal Control-Integrated Framework issued by COSO (2013).

Our failure to fulfill all our registration requirements in connection with our previously issued notes and warrants may cause us to suffer liquidated damages, which may be very costly.

Pursuant to the terms of the securities purchase agreement that we entered into in connection with our issuance in August 2022 of 12% promissory notes due August 31, 2023 and related warrants, we are required to (i) file a registration statement with respect to securities underlying the notes and warrants within thirty days following the later of: our consummation of an uplist offering (as defined in the notes) or the maturity date of the notes; (ii) cause the registration statement to be declared effective within ninety days of its filing and (iii) maintain the effectiveness of such registration statement. The failure to do so could result in the payment of liquidated damages by us, which could be significant. There can be no assurance given that we will be able to cause any registration statement to be declared effective within ninety days of its filing or maintain the effectiveness of any registration statement, and therefore there can be no assurance that we will not incur damages with respect to such agreements.

Risks Related to Our Business

We have pursued and may continue to pursue acquisitions, joint ventures, or other growth opportunities, which could present unforeseen integration obstacles or costs and could dilute our stockholders. We may also face competition in our acquisition strategy, and such competition may limit our number of proposed acquisitions, joint ventures, and other growth opportunities.

We intend to build our business through the acquisition of other businesses in our industry as we have done in the past. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. Any future acquisitions, joint ventures or other growth opportunities will be subject to a number of challenges, including but not limited to:

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Failure to manage expansion effectively may affect our success in executing our business plan and may adversely affect our business, financial condition, and results of operation. We may not realize the anticipated benefits of any or all of our acquisitions or may not realize them in the time frame expected. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, and amortization expenses related to intangible assets or write-offs of goodwill, any of which could adversely affect our results of operations.

We may have difficulty entering into and maintaining strategic alliances with third parties.

We have entered into and we may continue to enter into strategic alliances with third parties to gain access to new and innovative technologies and markets. These parties are often large, established companies. Negotiating and performing under these arrangements involves significant time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize and performing under these arrangements may adversely affect our results of operations.

Our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year.

Historically, we have experienced seasonal fluctuations in our revenues and operating results, which we expect to continue. These fluctuations could result in volatility and adversely affect our cash flow, working capital and liquidity. As our business grows, we expect these seasonal fluctuations may become more pronounced. Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations. Because our revenues and operating results are driven largely by the purchasing cycles of the educational market and normally fluctuate as a result of seasonal variations in our business sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position.

Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition.

If we are unable to manage fluctuations in cash flow, our business, operating results, and financial condition may be materially adversely affected. Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to seasonal fluctuations, depending on several factors. Factors which could result in fluctuations in our working capital and cash flows include but are not limited to:

We operate in a highly competitive industry.

The interactive learning technology industry in which we operate is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive projectors, interactive whiteboards, and microcomputer-based logging technologies and combinations of them. We face substantial competition from developers, manufacturers and distributors of interactive learning products and solutions, including interactive projectors, interactive whiteboards, and microcomputer data logging products.

Many of these competitors have, and our potential competitors may suffer,have, significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter or expand their presence in the market. These companies may manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. In addition, low-cost competitors have appeared in China and other countries. We may not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price reductions, reduced margins, or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

WeSome of our customers are required to purchase equipment by soliciting proposals from a number of sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products competitively based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and, in such cases, may lose sales. For example, we have made forward-looking statementsobserved sales of tablet computers by competitors to school districts in this Prospectus,the U.S. whose technology budgets could otherwise have been used to purchase interactive displays.

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively and faster than we can or devote greater resources to the development, promotion, and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the sections entitled “Management’s Discussion and Analysisability of Financial Condition and Resultstheir products to address the needs of Operations” and “Business,” that are basedcustomers. If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our management’s beliefsbusiness, financial condition, or results of operations.

If we are unable to continually enhance our products and assumptionsto develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed.

Our future success will depend upon our ability to enhance our products and to develop, introduce and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner and market acceptance of any new products. If we are unable, for any reason, to enhance, develop, introduce, and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business will be harmed.

The development of new technologies and products involves time, substantial costs, and risks. Our ability to successfully develop new technologies will depend in large measure on information currentlyour ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors, including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unsuccessful in selling the new products that we develop and introduce, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.

We rely on highly skilled personnel, and, if we are unable to attract, retain or motivate qualified personnel, we may not be able to operate our management. Forward-looking statements include the information concerningbusiness effectively.

If any of our possibleemployees leaves us, and we fail to effectively manage a transition to new personnel, or assumed futureif we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations could be adversely affected. Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, strategies, financing plans, competitive position,as well as our ability to attract and retain skilled employees. Competition for highly skilled management, technical, research and development and other employees is intense in the high-technology industry environment, potential growth opportunities,and we may not be able to attract or retain highly qualified personnel in the effectsfuture. In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of future regulation,the equity awards they would receive in connection with their employment.

Inasmuch as our products are installed in many states throughout the United States, our employment needs include the hiring of skilled installers in several states, and we are subject to the employment laws of many different states. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.

Our success also depends on our having highly trained financial, technical, recruiting, sales and marketing personnel. We will need to continue to hire additional personnel as our business grows. A shortage in the number of people with these skills or our failure to attract them to our company could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, or launch new product offerings and would have an adverse effect on our business and financial results.

Our businesses are geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.

Historically, our business operations have been located primarily throughout the Southeast region of the United States. While we expand our business to new geographic areas, we are still highly concentrated in the United States. Because we derived all of our revenues for the nine months ended March 31, 2023 and 2022 and the years ended June 30, 2022 and 2021 from our operations in the United States, our business is exposed to adverse regulatory and competitive changes, economic downturns and changes in political conditions in the United States. If we are unable to identify and successfully manage or mitigate these risks, our businesses, financial condition, results of operations and prospects could be materially adversely affected.

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We generate a significant portion of our revenue from a limited number of customers.

We had two customers that accounted for approximately 57% of accounts receivable at March 31, 2023. Galaxy has three customers that accounted for 78% of total revenue for the nine months ended March 31, 2023. We also had three customers accounted for approximately 78% of total revenue and two customers that accounted for approximately 55% of total revenue for the nine months ended March 31, 2023 and 2022, respectively. For the years ended June 30, 2022 and 2021, three customers that accounted for approximately 66% and two customers that accounted for approximately 50%, respectively of our revenue and 77% and 73%, respectively of our accounts receivable. If we were to lose any of these customers our business would be significantly adversely impacted.

We are dependent upon a limited number of third-party manufacturers and key suppliers for the components used in our products. Our suppliers may not always be able to supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third-party suppliers has adversely affected our revenue and may continue to do so.

We are subject to disruptions in our operations if our limited supply contract manufacturers decrease or stop production of components and products, or if such suppliers and contract manufacturers do not produce components and products of sufficient quantity. We do not manufacture any of the raw materials for the products we sell and distribute and are dependent upon a limited number of suppliers for all products and components. We depend on obtaining adequate supplies of quality components on a timely basis with favorable terms, and some of those components, as well as certain complete products that we sell are provided to us by only one supplier or contract manufacturer. Alternative sources for our components are not always available. Approximately 60% of our products and components are manufactured overseas, so they have long lead times, and events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply of our products or components.

We have a small number of vendors that account for a significant portion of our purchases.

For the three months ended March 31, 2023, we had one vendor that accounted for approximately 87% of purchases. We had one vendor that accounted for approximately 36% of purchases for the three months ended March 31, 2022. For the years ended June 30, 2022 and 2021, we had three vendors that accounted for approximately 83% of purchases and three vendors that accounted for approximately 75% of purchases, respectively. In addition, reliance on third-party manufacturers and suppliers entails risks to which we would not be subject if we manufactured the components for our products ourselves, including but not limited to:

If our contract manufacturer or its suppliers fail to deliver the required commercial quantities of our components required for our products on a timely basis and at commercially reasonable prices, and we are unable to find one or more replacement manufacturers or suppliers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality, and on a timely basis, we would likely be unable to meet demand for our products, and we would lose potential revenue. It may also take a significant period of time to establish an alternative source of supply for our components.

Long lead times, supply shortages, and supply changes could disrupt our supply chain and have an adverse effect on our business, financial condition, and operating results.

Meeting customer demand partially depends on our ability to obtain timely and adequate delivery of components for our products. As demand for our products increases, in part due to the COVID-19 pandemic, we have experienced temporary supply chain delays also related to the COVID-19 pandemic. Some of the components that go into the manufacturing of our products are sourced from a limited number of third-party suppliers. Our manufacturers generally purchase these components on our behalf, subject to certain approved supplier lists, and neither we nor our manufacturers have long-term arrangements with most of our component suppliers. We are therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in design, quantities, and delivery schedules. We may in the future experience component shortages, and the predictability of the availability of these components may be limited. In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop alternate sources in a timely manner. Developing alternate sources of supply for these components may be time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled product deliveries to our customers.

Moreover, volatile economic conditions may make it more likely that our suppliers may be unable to timely deliver supplies, or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptable price. The loss of a significant supplier, an increase in component costs, or delays or disruptions in the delivery of components, could adversely impact our ability to generate future revenue and earnings and have an adverse effect on our business, financial condition, and operating results.

We are currently subject to market prices for the components that we purchase, which are subject to fluctuation beyond our control. An increase in the price of components used in our products could result in an increase in costs to our customers and could have a material adverse effect on our revenues and demand for our products.

Interruptions in our ability to procure needed components for our systems, whether due to discontinuance by our suppliers, delays or failures in delivery, shortages caused by inadequate production capacity, or unavailability, financial failure, manufacturing quality, or for other reasons, would adversely affect or limit our sales and growth. An increase in the price of components used in our products could result in an increase in costs to our customers and could have a material adverse effect on our revenues and demand for our products. There is no assurance that we will continue to find qualified manufacturers for components on acceptable terms and, if we do, there can be no assurance that product quality will continue to be acceptable, which could lead to a loss of sales and revenues.

Changes in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business and operating results.

Our operations and performance depend on global, regional and U.S. economic and geopolitical conditions. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and our ability to raise capital when needed on favorable terms, if at all. Recently the rate of inflation has increased throughout the U.S. economy. Inflation may adversely affect us by increasing the costs of labor, consumables and other costs of doing business. In an inflationary environment, such cost increases may outpace our expectations, causing us to use cash faster than forecasted. We have experienced supply chain disruption and a weak or declining economy may further strain our vendors and suppliers possibly resulting in additional supply chain disruptions or cause delays in payments from customers. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from U.S. and European leaders. These events are currently escalating and creating increasingly volatile global economic conditions. Resulting changes in U.S. trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” Any of the foregoing could cause us to face significant adverse effects to our business and financial condition.

Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of competition. Forward-looking statements includethese kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. Although we did not and do not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, uncertainty and liquidity concerns in the broader financial services industry remain and the failure of Silicon Valley Bank and its potential near- and long-term effects on the biotechnology industry and its participants such as vendors, suppliers, and investors, may also adversely affect our operations and stock price.

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The above factors, including a number of other economic and geopolitical factors both in the U.S. and abroad, could ultimately have material adverse effects on our business, financial condition, results of operations or cash flows, including the following:

Our business is subject to the risks associated with doing business in China.

As a result of our reliance on third-party manufacturers and suppliers located in China, our results of operations, financial condition, and prospects are subject to a significant degree to economic, political, and legal developments in China including government control over capital investments or changes in tax regulations that are applicable to us. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate and control of foreign exchange, and allocation of resources. Since we rely on a third-party manufacturer located in China for certain of our parts, our business is subject to the risks associated with doing business in China, including but not limited to:

These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes. If demand for our products materializes, we may have to invest additional resources to purchase materials, hire and train employees, and enhance our manufacturing processes. It may not be possible for us to manufacture our product at a cost or in quantities sufficient to make our product commercially viable. Any of these factors may affect our ability to manufacture our products and could reduce gross margins and profitability.

In the past, the U.S. Government has imposed tariffs on products manufactured in China and imported into the United States causing the prices for such products to increase. This could cause customer demand for our products to decrease.

Although the components of our products that are manufactured in China are currently exempt from the tariffs on products manufactured in China, if the exemption were to no longer be available to such products, the imposition of tariffs on our products would most likely cause prices to rise, which would generally increase the price for our products, potentially impact our gross margins, all statementsof which may cause a reduction in demand.

Our facilities and information systems and those of our key suppliers could be damaged as a result of disasters or unpredictable events, which could have an adverse effect on our business operations.

Our logistics are currently provided by our Toccoa, Georgia as well as our facilities in Broomfield, Colorado, Peoria, Arizona and Jacksonville, Florida and multiple import and freight carriers throughout the United States. Our suppliers for original design manufacturers (“ODM”) and original equipment manufacturing (“OEM”) are located in the United States, China, and Taiwan. If major disasters such as earthquakes, fires, floods, wars, terrorist attacks, computer viruses, transportation disasters or other events occur in any of these locations, or our information systems or communications network or those of any of our key component suppliers breaks down or operates improperly as a result of such events, our facilities or those of our key suppliers may be seriously damaged, and we may have to stop or delay production and shipment of our products. We may also incur expenses relating to such damages. If production or shipment of our products or components is stopped or delayed or if we incur any increased expenses as a result of damage to our facilities, our business, operating results, and financial condition could be materially adversely affected.

The loss of key management personnel could adversely affect our business.

Our business is significantly dependent upon Gary LeCroy and Magen McGahee, who are primarily responsible for our day-to-day operations, and we believe our success depends in part on our ability to retain our executive officers, to compensate our executive officers at attractive levels, and to continue to attract additional qualified individuals to our management team. We cannot guarantee continued service by our key executive officers. The loss or limitation of the services of any of our executive officers or the inability to attract additional qualified management personnel could have a material adverse effect on our business, financial condition, or results of operations.

Our Chief Executive Officer and Chief Financial Officer/Chief Operating Officer have significant influence over us.

Our Chief Executive Officer and our Chief Financial Officer/Chief Operating Officerinitially were issued 85% of our outstanding voting stock. Pursuant to the employment agreements that we entered into with each of them in January 2020, as amended, we issued to them 51 shares of Series G Preferred Stock collectively, such that they together maintain 51% of our outstanding voting securities. Therefore, our Chief Executive Officer and Chief Financial Officer/Chief Operating Officer, both of whom also serve as members of the Board,have the ability to control our business affairs.

Product liability, warranty, and recall claims may materially affect our financial condition and damage our reputation.

We are engaged in a business that exposes us to claims for product liability and warranty claims in the event our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in property damage, personal injury or death. Although we maintain product and general liability insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured against all such potential claims. Any judgment or settlement for personal injury or wrongful death claims could be more than our assets and, even if not justified, could prove expensive to contest.

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We may experience legal claims in excess of our insurance coverage or claims that are not historical factscovered by insurance, either of which could adversely affect our business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against us could have a material adverse effect on our financial condition and harm our reputation. In addition, if any of our products or components in our products are, or are alleged to be, defective, we may be required to participate in a recall of that product or component if the defect or alleged defect relates to safety. Any such recall and other claims could be costly to us and require substantial management attention.

Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.

We offer limited warranties on our products, ranging for 0 to 5 years against failure due to defective parts of workmanship. To date expenses due to warranty claims have been minimal.

Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. The repair and replacement costs we could incur in connection with a potential recall could adversely affect our business. In addition, product recalls could harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of our products.

Risks Related to Our Industry and Regulations

Decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies may have a material adverse effect on our revenue.

Any decrease in, stagnation of or adverse change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or other industries that use our products could cause our current and prospective customers to reduce their purchases of our products, which could cause us to lose revenue. Our customers include primary and secondary schools, colleges, universities, and other education providers which depend heavily on government funding. Many federal, state, and local governments have limited fiscal capacity and have experienced recent declines in tax revenues. Many of those governments have reacted to the decreases in tax revenues and could continue to react to the decreases in tax revenues by cutting funding to educational institutions. If our products are not a high priority expenditure for such institutions, or if such institutions allocate expenditures to substitute or alternative technologies, we could lose revenue. In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue.

If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.

If our products do not meet applicable safety or regulatory standards, we could experience lost sales, diverted resources and increased costs, which could have a material adverse effect on our financial condition and results of operations. Our products are subject to environmental regulations in some jurisdictions in which we will do business, we are and will be required to comply with a variety of product safety, product testing and environmental regulations, including compliance with applicable laws and standards with respect to lead content and other child safety and environmental issues. Events that give rise to actual, potential or perceived product safety or environmental concerns could expose us to government enforcement action or private litigation and result in product recalls and other liabilities. In addition, negative consumer perceptions regarding the safety of our products could cause negative publicity and harm our reputation.

If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability.

If we are unable to introduce new products or technologies in a timely manner or our new products or technologies are not accepted by our customers, our competitors may introduce more attractive products which would adversely impact our competitive position. Failure to respond in a timely manner to changing consumer preferences could lead to, among other things, lower revenues and excess inventory positions of outdated products. Our success depends on our ability to identify and originate product trends as well as to anticipate and react to change demands and preferences of customers in a timely manner.

We may be unable to keep pace with changes in technology as our business and market strategy evolves.

There can be identified by theno assurance that we will be able to respond successfully to technological change. We will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures.

Risks Related to Our Intellectual Property and Technology

We have limited protection for our intellectual property, which could impact our competitive position.

We intend to rely on a combination of common law copyright, patent, trademark, and trade secret laws and measures to protect our proprietary information. We currently have two issued patent and two pending patent applications; however, such protection does not prevent unauthorized use of forward-looking terminology such technology. Trademark and copyright protections may be limited, and enforcement could be too costly to be effective. It may also be possible for unauthorized third parties to copy aspects of, or otherwise obtain and use, our proprietary information without authorization, including, but not limited to, product design, software, customer and prospective customer lists, trade secrets, copyrights, patents and other proprietary rights and materials. Other parties can use and register confusingly similar business, product, and service names, as well as domain names, which could divert customers, resulting in a material adverse effect on our business, operating results, and financial condition.

Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture market share. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, , which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of the relevant patent rights. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected.

If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our operating results. Competitors may challenge the validity or scope of our patents or future patents we may obtain. In addition, our patents may not provide us with a meaningful competitive advantage. We may be required to spend significant resources to monitor and police our intellectual property rights. We may not be able to detect infringement and our competitive position may be harmed. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, competitors may design around our technology or develop competing technologies.

We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries. We will seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider have commercial value or that will likely give us a technological advantage. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow us or our customers to use the inventions that created exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around our patents or develop products similar to our products that are not within the scope of our patents.

Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain patents may expire and, thereafter, the underlying technology of such patents can be used by any third-party including competitors.

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Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability, and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statementslaws of the United States. Even if our patents are only predictionsheld to be valid and involve knownenforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this Prospectus.

Although we believedivert management’s attention from other business matters. We cannot assure that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements afterissued patents or pending patent applications will provide any protectable, maintainable, or enforceable rights or competitive advantages to us.

In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors, and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

We cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights. If we are unsuccessful in protecting, maintaining, or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected, which could:

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the dateholder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property of others.

The markets in which we will compete are characterized by the existence of a large number of patents and trade secrets and by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the extent such of such obligations could require additional litigation. Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services. If we cannot or do not license the infringed intellectual property on reasonable terms or at all, or substitute similar intellectual property from another source, our revenue and operating results could be adversely impacted. Additionally, our customers and distributors may not purchase our offerings if they are concerned that they may infringe third-party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation, and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition, and operating results.

Risks Related to Our Common Stock

Future sales of our common stock could adversely affect our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our common stock.

We intend, from time to time, to seek additional equity or debt financing to finance working capital requirements, continue our expansion, develop new products, or make acquisitions or other investments. In addition, we have issued convertible securities that are convertible into shares of our common stock. In addition, if our business plans change, general economic, financial or political conditions in our industry change, or other circumstances arise that have a material effect on our cash flow, the anticipated cash needs of our business, as well as our conclusions as to the adequacy of our available sources of capital, could change significantly. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. If additional funds are raised through the issuance of equity shares, preferred shares or debt securities, the terms of such securities could impose restrictions on our operations and would reduce the percentage ownership of our existing stockholders. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.

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The market price of our common stock may be volatile, which could cause the value of your investment to fluctuate and possibly decline significantly.

The market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws and market conditions in general could have a significant impact on the future market price of our common stock. Investors may not be able to resell your shares at or above the current price due to a number of factors such as those listed under this Prospectus“Risk Factors” section. Some of the factors that could negatively affect our share price or result in fluctuations in the price of our stock include:

Furthermore, the stock market has recently experienced volatility that, in some cases, has been unrelated or disproportionate to conform these statementsthe operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

The exercise or conversion of currently outstanding debt, warrants or preferred stock or the future issuance of shares of common stock or preferred stock would further dilute holders of our common stock.

We currently have outstanding debt that could convert into shares of our common stock, preferred stock that converts into shares of our common stock and warrants exercisable for shares of our common stock. Our Series F Preferred Stock is convertible into shares of common stock at the price of $0.37 per share, subject to actual results,adjustments. Our Board of Directors has authority, without action or vote of our shareholders, to issue shares of common and preferred stock. Our outstanding notes contain provisions that provide for the adjustment of the conversion price under certain circumstances.  In addition, the securities purchase agreement that we entered into also provides for the issuance of additional commitment shares under certain circumstances. We may issue shares of our common stock or preferred stock to complete a business combination or to raise capital. Such stock issuances could be made at a price that reflects a discount from the then-current trading price of our common stock. These conversions and issuances would dilute our stockholders’ ownership interest, which among other things would have the effect of reducing their influence on matters on which our stockholders vote. In addition, our stockholders and prospective investors may incur additional dilution if holders of stock options and warrants, whether currently outstanding or subsequently granted, exercise their options or warrants to purchase shares of our common stock or if our convertible debt holders convert their debt.

Future sales of common stock by our officers and directors and principal stockholders or others of our common stock, or the perception that such sales may occur, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock, particularly sales by our directors, executive officers and principal stockholders could adversely affect the market price of our common stock and may make it more difficult to sell common stock at a time and price that you deem appropriate.

Certain Provisions of Nevada law may have anti-takeover effects.

Certain provisions of Nevada law applicable to our company could also delay or make more difficult a merger, tender offer or proxy contest involving our Company, including Sections 78.411 through 78.444 of the Nevada Revised Statutes, which prohibit a Nevada corporation from engaging in any business combination with any “interested stockholder” (as defined in the statute) for a period of two years unless requiredcertain conditions are met. In addition, our senior management is entitled to certain payments upon a change in control and certain of the restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our Company.

Anti-takeover provisions in our charter documents, and under Nevada law, could make an acquisition of our company more difficult, limit attempts by law.our stockholders to replace or remove our current management and limit the market price of our common stock.

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Provisions in our amended and restated articles of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated articles of incorporation and amended and restated bylaws will include provisions that:

Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that you would receive a premium for your shares of our common stock in an acquisition.

Our amended and restated articles of incorporation and bylaws provide for indemnification of officers and directors at our expense, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.

Our amended and restated articles of incorporation and bylaws provide that any person who was or is a party or was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he is or was a director, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to be indemnified by the Company to the fullest extent then permitted by the laws of the State of Nevada against reasonably incurred expenses of suit, litigation or other proceedings which is specifically permissible under applicable law, except with respect to matters as to which it is adjudged that such person was liable to the Company for negligence or misconduct in the performance of his duty. These indemnification obligations may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares.

We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our common stock appreciates and you sell your shares at a profit. For additional information about our dividend policy, see the section entitled “Dividend Policy.”

USE OF PROCEEDS

This Prospectusprospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholder.ClearThink. We will not receive anyno proceeds directly from the sale of shares of common stock by the selling stockholderClearThink in this offering, butoffering.

We may receive up to $4,850,000 in gross proceeds if we issue to ClearThink all of the additional shares issuable pursuant to the Purchase Agreement. All such proceeds are currently expected to be used for general corporate purposes, including working capital and general and administrative expenses. As we are unable to predict the timing or amount of potential issuances of all of the additional shares issuable purchase to the Purchase Agreement, we cannot specify with certainty the proceeds that we will receive proceedshave from the sale of shares tosuch additional shares. Our management will have broad discretion in the selling shareholder. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses applicable to the sale of their shares.

We will receive up to $1,500,000 from the sale of common stock by us to Kodiak under the Stock Purchase Agreement. These proceeds would be received from time-to-time as Put Notices are delivered to Kodiak, and we will use these proceeds principally for working capital needs, including approximately $237,000 of the offering proceeds to repay indebtedness. If all of the securities offered hereunder are sold, the entire $237,000 will be used; if less than all of the securities offered are sold, the portion of the offering allocated to repayment of indebtedness will be reduced accordingly.

Our allocation of proceeds represents our best estimate based upon the expected requirements of our proposed business and marketing plan. If any of these factors change, we may reallocate someapplication of the net proceeds. The portionWe may use the proceeds for purposes that are not contemplated at the time of this offering. It is possible that no additional shares will be issued under the Purchase Agreement.

After the issuance of any netof the shares issuable under the Purchase Agreement, we would not receive any proceeds not immediately requiredfrom the resale of those shares by ClearThink because those shares will be invested in certificatessold for the account of deposit or similar short-term interest bearing instruments.ClearThink.

Assuming that we sellWe will incur all 21,000,000costs associated with this prospectus and the registration statement of which it is a part.

DETERMINATION OF OFFERING PRICE

The prices at which the shares covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our common stock, by negotiations between the Selling Stockholder and buyers of our common stock in private transactions or as otherwise described in the “Plan of Distribution.”

THE CLEARTHINK TRANSACTION

General

On November 7, 2022, we estimateentered into the Purchase Agreement and the Registration Rights Agreement with ClearThink. Pursuant to the terms of the Purchase Agreement, ClearThink has agreed to purchase from us up to $5 million of our common stock (subject to certain limitations) over a 24-month period, commencing upon the satisfaction of certain conditions, including that the Initial Registration Statement described below being declared effective by the SEC, which occurred  on November 29, 2022  To date we have received an aggregate of $150,000 in proceeds from theour sale of our common stock to KodiakClearThink pursuant to the terms of the Purchase Agreement which shares were registered pursuant to a separate registration statement on Form S-1, as amended (File No. 333-268416), that was declared effective on November 29, 2022. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement of which this prospectus is a part to register for resale under the StockSecurities Act shares that have been or may be issued to ClearThink under the Purchase Agreement. The registration statement of which this prospectus is a part may not register all of the shares issuable pursuant to the Purchase Agreement. To sell additional shares to ClearThink under the Purchase Agreement, will be approximately $1 million, less costs, based on an assumed price of $.05 per share. The proceeds we receive are expectedmay have to be used primarilyfile one or more additional registration statements for those shares.  Pursuant to fund the acquisition of target medical supply businesses in accordance with our business plan and to fund immediate operating capital needs of FullCircle.

The following chart represents the allocation of funds from the sale to Kodiak at the different levels of success. This is just an estimate given the facts known today. Adjustments may be necessary.

The exact breakdownterms of the usePurchase Agreement, we issued 500,000 Commitment Shares to ClearThink as consideration for its commitment to purchase shares of our common stock under the proceeds received by us will change depending on the numberPurchase Agreement.

We registered up to 10,000,000 shares of common sharesstock that were sold and asunder the needs ofPurchase Agreement, including the Company changes. Management will have broad discretion in the use of funds raised from the sale of shares500,000 Commitment Shares, pursuant to Kodiak. A discussion of our business plan and growth strategy follows.

All funds received from the sale of shares to Kodiak will be deposited into a separate account for the board to utilizeregistration statement on Form S-1, as necessary as outlined in the above chart. We have committed to use the proceeds for the uses set forth above. However, certain factors beyond our control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The failure of our management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effectamended (File No. 333-268416), that was declared effective on our financial condition and could cause the price of our stock to decline.

November 29, 2022. As of the date of this Prospectusprospectus, we have sold an aggregate of 9,429,130 shares of common stock to ClearThink pursuant to the Companyterms of the Purchase Agreement.  

We may, from time to time and at our sole discretion, direct ClearThink to purchase shares of our common stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on a discount to the market price of our common stock at the time of sale as computed under the Purchase Agreement. ClearThink may not assign or transfer its rights and obligations under the Purchase Agreement.

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The Purchase Agreement prohibits us from directing ClearThink to purchase any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by ClearThink, would result in ClearThink and its affiliates exceeding 9.99% of our then outstanding equity.

Purchase of Shares under the Purchase Agreement

Under the Purchase Agreement, on any business day selected by us, we may direct ClearThink to purchase the lesser of $500,000 or 500% of the average shares traded for the 10 days prior to the closing request date, with a minimum request of $100,000. The purchase price shall be 80% of the average of the two lowest daily VWAPS during the ten trading days commencing on the first trading day following delivery and clearing of the delivered shares (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse split or other similar transaction that occurs on or after the date of the Purchase Agreement).

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to ClearThink.

Conditions or Obligations To Purchase

ClearThink’s obligation to buy the shares of common stock that are being registered in this registration statement is obligorsubject to certain conditions being met which include the following:

Events of Default

Events of default under the Purchase Agreement include the following:

ClearThink does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above, however, the Purchase Agreement will automatically terminate upon initiation of insolvency or bankruptcy proceedings by or against us. During an event of default, all of which are outside of ClearThink’s control, we may not direct ClearThink to purchase any shares of our common stock under the Purchase Agreement.

Our Termination Rights

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to ClearThink to terminate the Purchase Agreement. In addition, the Purchase Agreement automatically terminates upon the bankruptcy events described above, if the commencement shall not have occurred on two promissory notes payableor before March 31, 2023 or we sell the entire $5 million of shares of common stock.

No Short-Selling or Hedging by ClearThink

ClearThink has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to non-affiliates. Asthe termination of the Purchase Agreement.

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Right of First Refusal

ClearThink has the right of first refusal to any future equity lines of credit or similar investment structures or convertible note offerings for up to 12 months as long as it maintains ownership of at least 20 million shares.

Effect of Performance of the Purchase Agreement on our Stockholders

All shares registered in this offering that may be issued or sold by us to ClearThink under the Purchase Agreement are expected to be freely tradable. Shares registered in this offering may be sold by us to ClearThink over a period of up to 24 months commencing on the date of the initial  registration statement became effective which was November 29, 2022. The resale by ClearThink of a significant amount of shares registered in this offering at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to ClearThink, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to ClearThink all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to ClearThink, after ClearThink has acquired the shares, ClearThink may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to ClearThink by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to ClearThink under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with ClearThink may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

However, we have the right to control the timing and amount of any additional sales of our shares to ClearThink and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

To date, we have received an aggregate of $150,000 in proceeds from our sale of our common stock to ClearThink pursuant to the terms of the Purchase Agreement which shares were registered pursuant to a separate registration statement on Form S-1, as amended (File No. 333-268416), that was declared effective on November 29, 2022. Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct ClearThink to purchase up to an additional $4.85 million of our common stock, subject to certain limitations. We have registered what could be all of the shares issuable under the Purchase Agreement; however, since the number of Shares we may sell cannot be determined at this time, we may have registered only a portion of the shares issuable under the Purchase Agreement and, therefore, we may seek to issue and sell to ClearThink under the Purchase Agreement more shares of our common stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale under this prospectus is dependent upon the number of shares we direct ClearThink to purchase under the Purchase Agreement.

The following table sets forth the amount of gross proceeds we would receive from ClearThink from our sale of shares to ClearThink under the Purchase Agreement at varying purchase prices:

_______________

(1) Although the Purchase Agreement provides that we may sell up to an aggregate of $5 million of our common stock (including the $150,000 shares of common stock previously sold to ClearThink pursuant to the terms of the Purchase Agreement) to ClearThink, we are only registering 100,000,000 shares under this prospectus, which may or may not cover all of the shares we ultimately sell to ClearThink under the Purchase Agreement. The number of registered shares to be issued as set forth in this column is without regard for the Beneficial Ownership limitation.

(2)  The denominator is based on 513,337,571 shares outstanding as of June 30, 2014,23, 2023, and the principal balancenumber of these notesshares set forth in the adjacent column that we would have sold to ClearThink, assuming the average purchase price in the first column. The numerator is $30,000, bearing interest at 8% per annum- with accrued interest of $3,436.53, or a total of $33,436.53.  We plan to pay these notes first out of available proceeds.

The remaining notes, with the principal shareholders, officers and directors, will be paid as funds become available on an as needed basis.   These notes are as follows

The management is in continuous contact with our note holders.  No demand for repayment has been made by any note holderbased on the outstanding notes, which are in default.  

Factors beyond our control that could cause us to adjust our projections as to how proceeds will be used include, but are not limited to:

·

Increases in operational costs;

·

Changes in government regulations;

·

A large company reading our Prospectus and duplicating our plans

·

Failure to make acquisitions at reasonable purchase prices

·

Inability to find sufficient talent to operatenumber of shares issuable under the Durable Medical Equipment business model.

STOCK PURCHASE AGREEMENT

On June 30, 2014, we entered into the Stock Purchase Agreement and(that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column.

(3)  The closing sale price of our common stock on June 15, 2023.

Registration Rights

Pursuant to the terms of a Registration Rights Agreement entered into between us and the Selling Stockholder dated as of November 7, 2022, which was entered into in connection with Kodiak Capital Group, LLC in orderthe Purchase Agreement, we agreed to establishfile a possible sourceregistration statement for the resale of funding for us. Before these transactions,the shares of Common Stock within 30 days of the date of the Purchase Agreement. We registered up to 10,000,000 shares of common stock that may be sold under the Purchase Agreement, including the 500,000 Commitment Shares, pursuant to a separate registration statement on Form S-1, as amended (File No. 333-268416), that was declared effective on November 29, 2022. As of the date of this prospectus, we have had no dealings with Kodiak or its affiliates

Undersold an aggregate of 9,429,130 shares of common stock to ClearThink (excluding the Stock500,000 commitment shares) pursuant to the terms of the Purchase Agreement Kodiak hasexcluding the Commitment Shares.  

 We will pay all reasonable expenses incurred in connection with the registrations described above. However, we will not be responsible for any broker or similar concessions or any legal fees or other costs of the Selling Stockholder.

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SELLING STOCKHOLDER

This prospectus relates to the possible resale by the Selling Stockholder, ClearThink, of shares of common stock that have been or may be issued to ClearThink pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the Registration Rights Agreement in which we agreed to provide certain registration rights with respect to sales by ClearThink of the shares of common stock that have been or may be issued to ClearThink under the Purchase Agreement.

ClearThink, as the Selling Stockholder, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares that we have issued or may sell to ClearThink under the Purchase Agreement. The Selling Stockholder may sell some, all or none of its shares. We do not know how long the Selling Stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholder regarding the sale of any of the shares.

The shares beneficially owned after the offering assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus. However, because the Selling Stockholder may sell all or some or none of the shares under this prospectus or another permitted manner, we cannot assure you that the actual number of shares that will be sold by the Selling Stockholder or that will be held by the Selling Stockholder after completion of any sales.  We do not know how long the Selling Stockholder will hold the shares before selling them.

The Selling Stockholder may sell all, some or none of the shares in this offering. See “Plan of Distribution.”

The following table presents information regarding the Selling Stockholder and the shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the Selling Stockholder, and reflects its holdings as of June 26, 2023. Neither ClearThink nor any of its affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

(1) Jeffrey Hart, the Managing Member of ClearThink Capital Partners, is deemed to be beneficial owner of all of the shares of common stock owned by ClearThink Capital Partners. Mr. Hart has sole voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. The address of ClearThink Capital Partners is 210 West 77th Street, New York, New York 10024. We have been advised that ClearThink is not a member of FINRA, or an independent broker-dealer, and that neither ClearThink Capital Partners nor any of its affiliates is an affiliate or an associated person of any FINRA member or independent broker-dealer.

(2) Up to 100,000,000 shares of common stock issuable to ClearThink pursuant to the terms of the Purchase Agreement, which shares of common stock are being registered under this prospectus. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that ClearThink Capital Partners may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of ClearThink Capital Partners control, including the registration statement that includes this prospectus becoming and remaining effective. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to ClearThink Capital Partners’ to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by ClearThink Capital Partners, would cause ClearThink Capital Partners’ beneficial ownership of our common stock to exceed the 9.99% beneficial ownership cap.

(3) Based on outstanding shares of our common stock as of June 23, 2023 of 513,337,571 shares.

(4) Although the Purchase Agreement provides that we may sell up to $1,500,000$5,000,000 (including the $150,000 we have previously sold to ClearThink) of funding upon effectiveness of this prospectus; for which 21,000,000our common stock to ClearThink in addition to the 500,000 Commitment Shares that have already been issued to ClearThink, only 100,000,000 shares of our common stock are being registeredoffered under this prospectus that have been or may be sold by us to ClearThink at our discretion from time to time subject to  the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. Depending on the price per share at which we sell our common stock to ClearThink pursuant to this prospectus. During this period,the Purchase Agreement, we can deliver a putmay need to sell to ClearThink under the Stock Purchase Agreement by sellingmore shares of our common stock than are offered under this prospectus in order to Kodiak and Kodiak will be obligatedreceive aggregate gross proceeds equal to purchase the shares. A put transaction$5,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must close before we can deliver another put notice to Kodiak.

We may request a put by sending a put notice to Kodiak, statingfirst register for resale under the amount of the put. During the five trading days following a notice, we will calculate the amount of shares we will sell to Kodiak and the purchase price per share.Securities Act such additional shares. The number of shares ultimately offered for resale by ClearThink is dependent upon the number of Common Stock that Kodiak shall purchaseshares we sell to ClearThink under the Purchase Agreement.

(5) Assumes the sale of all shares being offered pursuant to each put notice shall be determined by dividing the amount of the put by the purchase price.this prospectus.

The purchase price per share of common stock will be set at seventy five-percent (75%) of the lowest volume weighted average price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement. There are no other fees or commissions payable at the time of each put. At the time we entered into a letter of intent with Kodiak, we issued Kodiak 1,500,000 shares of restricted Common Stock.

There is no minimum amount we can put to Kodiak at any one time. Upon effectiveness of the Registration Statement, the Company shall deliver instructions to its transfer agent to issue shares of Common Stock to Kodiak free of restrictive legends(6) Based on or before each closing date.

Pursuant to the Stock Purchase Agreement, Kodiak and its affiliates shall not be issued613,337,571 shares of our common stock that would result in its beneficial ownership equaling more than 9.99% of ourwill be outstanding common stock.

Kodiak has agreed that it will not enter into any short selling or any other hedging activities duringafter this offering (assuming the pricing period, and has advised us that it has not engaged in any short selling or hedging activities with regard to our common stock. On June 30, 2014, we entered into a Registration Rights Agreement with Kodiak requiring, among other things, that we prepare and file with the SEC a Registration Statement on Form S-1 covering the shares issuable to Kodiak under the Stock Purchase Agreement. As per the Stock Purchase Agreement, none of Kodiak’s obligations thereunder are transferrable and may not be assigned to a third party.

SELLING SECURITY HOLDERS

The Selling Shareholder is Kodiak Capital Group, LLC, a Delaware limited liability company.

In connection with the Stock Purchase Agreement, we (i) paid to Kodiak $5,000.00 to cover their legal and administrative costs, (ii) issued to Kodiak an aggregate of 1,500,000 shares of our common stock, restricted in accordance with Rule 144, as a commitment for the investment.

As ofissuance after the date of this Prospectus, assuming a closing bid price of $.02 per share, our sales priceprospectus by us to Kodiak would be $.015 per share and we would haveClearThink pursuant to issue 100,000,000 shares of our common stock to receive all $1,500,000. Since this Registration Statement only covers 21,000,000 shares, however, we would only receive gross proceeds of $315,000 in that price scenario ..

As of the date of this Prospectus, there are approximately 64,000,000 shares of our common stock held by non-affiliates, representing approximately 47% of the outstanding common stock prior to any sales to Kodiak. The 21,000,000 shares we are registering for resale by Kodiak represents approximately 16% of the outstanding common stock held by non-affiliates, and if all are issued will represent approximately 64.3 % of the outstanding common stock held by non-affiliates.

We cannot sell shares to Kodiak if such shares would cause Kodiak to own more than 9.99% of our common stock at any given time. Accordingly, we may “put” shares to Kodiak in small tranches, to allow Kodiak to sell shares before our next “put,” so that this limitation is observed .. As a result, as of the date of this Prospectus, Kodiak cannot own more than approximately 20,298,286 shares after giving effect to that issuance to Kodiak. If our total number of outstanding shares of common stock increases, as it will as we sell shares to Kodiak under the Stock Purchase Agreement then we would be able to sell more shares to Kodiak before reaching the 9.99% threshold. In the event gross proceeds reach $1,500,000 from the sale of less than 21,000,000 shares, the offering will end with no further shares sold. Our limited trading volume and price volatility is likely to inhibit Kodiak’s ability to resell shares we sell to them, which will negatively impact our ability to sell more shares to them. It is also likely that each sale will decrease our stock price which means subsequent sale may provide less proceeds per share that the previous sale. In addition, we have only registered 21,000,000 shares for resale by Kodiak.

Kodiak is an “underwriter” within the meaning of the Securities Act of 1933, as amended, in connection with the resale of our common stock under the Stock Purchase Agreement. As of date of this Prospectus, Kodiak or its affiliates owns 1,500,000 shares of our common stock prior to the offering. After the offering is completed, unless they have sold some or all of the shares held asthat are being offered by this prospectus).

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DIVIDEND POLICY

We have never declared nor paid any cash dividends on our common stock, and currently intend to retain all of our cash and any earnings for use in our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends on our common stock will be at the discretion of the date hereof, KodiakBoard of Directors and will continue to own 1,500,000 sharesbe dependent upon our consolidated financial condition, results of our common stock.

Ryan Hodson isoperations, capital requirements and such other factors as the Managing DirectorBoard of Kodiak Capital Group, LLC and, in that capacity, has voting and investment control of Kodiak.

Directors deems relevant.

PLAN OF DISTRIBUTION

An aggregate of up to 100,000,000 shares of our common stock may be offered by this prospectus by ClearThink pursuant to the Purchase Agreement. We previously registered up to 10,000,000 shares of common stock (including the 500,000 Commitment Shares) that were sold under the Purchase Agreement pursuant to the Registration Statement on Form S-1, as amended (File No. 333-68416), that was declared effective on November 29, 2022. As of the date of this prospectus, we have sold an aggregate of 9,429,130 shares of common stock to ClearThink (excluding the 500,000 commitment shares) pursuant to the terms of the Purchase Agreement.  

The Selling Shareholder and any100,000,000 shares of its pledgees, assignees and successors-in-interestcommon stock offered by this prospectus may be sold or distributed from time to time sell anyby ClearThink directly to one or allmore purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of their sharessale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock on the principal trading market on which our common stock trades or any other stock exchange, market or trading facility on which the shares are traded oroffered by this prospectus could be affected in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholder may use any one or more of the following methods when selling shares:methods:

·

1. ordinary brokeragebrokers’ transactions;

2. transactions and transactionsinvolving cross or block trades;

3. through brokers, dealers, or underwriters who may act solely as agents;

4. “at the market” into an existing market for the common stock;

5. in whichother ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

6. in privately negotiated transactions; or

7. any combination of the broker-dealer solicits purchasers;foregoing.

·

block trades in whichIn order to comply with the broker-dealer will attempt to sellsecurities laws of certain states, if applicable, the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

privately negotiated transactions;

·

broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share;

·

a combination of any such methods of sale; or

·

any other method permitted pursuant to applicable law.

The Selling Shareholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this Prospectus.

Broker-dealers engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

The Selling Shareholder is an underwriter within the meaning of the Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Pursuant to a requirement by the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Shareholder. The Selling Shareholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

We will pay all expenses in connection with the registration and sale of the common stock by the Selling Shareholder. The estimated expenses of issuance and distribution are set forth below:

We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Shareholder. We may, however, receive proceeds from the sale of our common stock under the Stock Purchase Agreement. Neither the Stock Purchase Agreement, nor any rights of the parties thereunder, may be assigned or delegated to any other person.

Because the Selling Shareholder is an “underwriter” within the meaning of the Securities Act, it will be subject to the Prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Shareholder.

We agreed to keep this Prospectus effective until all the shares covered by the registration statement of which this Prospectus is a part (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for us to be in compliance with the current public information requirement under Rule 144 or (II) we are in compliance with the current public information requirement under Rule 144, or (iii) the commitment period under the Stock Purchase Agreement has expired and no registrable securities are then held of record by the Selling Shareholder that are subject to any resale restriction under Rule 144, as determined by our counsel in a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Selling Shareholder. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.dealers. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the state's registration or qualification requirement is available and is complied with.

Under applicable rulesClearThink is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

ClearThink has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made at prices and regulations underat terms then prevailing or at prices related to the Exchange Act, any person engagedthen current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. ClearThink has informed us that each such broker-dealer will receive commissions from ClearThink that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the resale shares as agents may not simultaneously engagereceive compensation in market making activities with respect tothe form of commissions, discounts, or concessions from ClearThink and/or purchasers of the common stock for whom the applicable restricted period,broker-dealers may act as definedagent. The compensation paid to a particular broker-dealer may be less than or in Regulation M,excess of customary commissions. Neither we nor ClearThink can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between ClearThink or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from ClearThink, and any other required information.

We will pay the expenses incident to the registration, offering, and sale of the shares to ClearThink. We have agreed to indemnify ClearThink and certain other persons against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. ClearThink has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by ClearThink specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

ClearThink has represented to us that at no time prior to the commencementPurchase Agreement has it or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of the distribution. In addition, the Selling Shareholder will be subject to applicable provisionsRegulation SHO of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Shareholder or any other person. We will make copies of this Prospectus available to the Selling Shareholder and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of Common Stock, $0.001 par value per share, of which 136,316,196, shares were issued and outstanding as of August 15, 2014, and 10,000,000 shares of Preferred Stock, of which there are 10,000 shares of Series A Preferred Stock issued and outstanding and 300,600 shares of Series B Preferred Stock issued and outstanding.

Common Stock. Each shareholderAct) of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relationhedging transaction, which establishes a net short position with respect to our common stock. HoldersClearThink has agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised ClearThink that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes ClearThink, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares offered by this prospectus have been sold by ClearThink.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to Galaxy Next Generation, Inc., a Nevada corporation, and its subsidiaries. This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this prospectus. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Company Overview

We are a manufacturer and U.S. distributor of interactive learning technologies and enhanced audio solutions. We are engaged in a full range of activities: marketing and sales, engineering and product design and development, manufacturing, and distributing. We develop both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. We also develop award winning classroom audio solutions, school public address (“PA”) and intercom products, and emergency communication applications creating a full line card offering for classrooms to our channel partners. Our product offerings include our own private-label interactive touch screen panel, our own intercom, bell, and paging solution, as well as an audio amplification line of products that is currently supported by both direct sales and through original equipment manufacturer (“OEM”) relationships. Our distribution channel consists of a direct sales model, as well as in excess of 44 resellers across the U.S. that primarily sell the products offered by us within the commercial and educational market. We do not control where the resellers focus their reselling efforts; however, the K-12 education market is the largest customer base for our products comprising nearly 90% of our sales. In addition, our OEM division manufactures products for other vendors in our industry and white labels the products under other brands.

We believe the market space for interactive technology in the classroom is a perpetual highway of business opportunity, especially in light of the effects of the ongoing global COVID-19 pandemic as school systems have sought to expand their ability to operate remotely. Public and private school systems are in a continuous race to modernize their learning environments. Our goal is to be an early provider of the best and most modern technology available.

We are striving to become the leader in the market for interactive flat panel technology, associated software, and peripheral devices for classrooms. Our goal is to provide an intuitive system to enhance the learning environment and create easy to use technology for the teacher, increasing student engagement and achievement. Our products are developed and backed by a management team with more than 30 combined years in the classroom technology space.

We were originally organized as a corporation in 2001. Our principal executive offices are located at 285 Big A Road Toccoa, Georgia 30577, and our telephone number is (706) 391-5030. Our website address is www.galaxynext.us. Information contained in our website does not form part of this prospectus and is intended for informational purposes only.

On June 22, 2018, we consummated a reverse triangular merger whereby Galaxy Next Generation, Inc., a private company (co-founded by our now executives, Gary LeCroy (CEO) and Magen McGahee (CFO)), merged with and into our newly formed subsidiary, Galaxy MS, Inc. ("Galaxy MS"), which was formed specifically for the transaction. Under the terms of the merger, the private company shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for shares of our Series C Preferred Stock. Prior to the merger, we operated under the name Full Circle Registry, Inc.’s (FLCR) and our operations were based upon our ownership of Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, our sole business and source of revenue was from the operation of the theater, and as part of the merger agreement, we had the right to spinout the theater to the prior shareholders of FLCR. Effective February 6, 2019, we sold our interest in the theater to focus our resources on our technology operations.

On September 3, 2019, we acquired 100% of the outstanding capital stock of both Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions) pursuant to the terms of a stock purchase agreement that we entered into with Concepts and Solutions. The purchase price for the acquisition was 1,350,000 (6,750 post March 7, 2022 reverse stock split) shares of common stock and a two year note payable to the seller in the principal amount of $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future earnings goals and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. The note has been adjusted and is reflecting under related party notes payable in the consolidated financial statements.

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. These 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.

On October 15, 2020, we acquired the assets of Classroom Technologies Solutions, Inc. (“Classroom Tech”) for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares (50,000 post March 7, 2022 reverse stock split)  of common stock to the seller of Classroom Tech. Classroom Tech provides cutting-edge presentation products to schools, training facilities, churches, corporations and retail establishments. Their high-quality solutions are customized to meet a variety of needs and budgets in order to provide the best in education and presentation technology. Classroom Tech direct-sources and imports many devices and components which allows us to be innovative, nimble, and capable of delivering a broad range of cost-effective solutions. Classroom Tech also offers in-house service and repair facilities and carries many top brands.

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

Galaxy’s common stock is traded on over-the-counter markets under the stock symbol “GAXY.”

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Reverse Stock Split

Effective March 7, 2022, we effected a one-for-two hundred reverse stock split of our authorized and outstanding shares of common stock. All per share numbers reflect the one-for-two hundred reverse stock split.

Critical Accounting Estimates

Management’s Discussion and Analysis discusses our consolidated financial statements which have been prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). 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.

The critical accounting policies and estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are consistent with those described in Note 1 to our audited consolidated financial statements contained included in the registration statement of which this prospectus forms a part.

Results of Operations for the Three and Nine Months Ended March 31, 2023 and 2022

The table below presents an analysis of selected line items period-over-period in our interim Condensed Consolidated Statements of Operations for the periods indicated.

Revenue

Total revenues recognized were $657,235 and $1,268,447 for the three months ended March 31, 2023 and 2022, respectively, a decrease of approximately 48%. Total revenues recognized were $1,705,319 and $3,857,273 for the nine months ended March 31, 2023 and 2022, respectively, a decrease of approximately 56%. Additionally, deferred revenue amounted to $175,436 and $175,436 as of March 31, 2023 and June 30, 2022, respectively. Revenues decreased during the three and nine months ended March 31, 2023 due to installation work being scheduled for completion of certain jobs during the summer break hours of the school systems.

Cost of Sales and Gross Margin

Our cost of sales was $772,238 and $1,015,843 for the three months ended March 31, 2023 and 2022, respectively, a decrease of approximately 24%. Our cost of sales was $1,373,739 and $2,882,705 for the nine months ended March 31, 2023 and 2022, respectively, a decrease of approximately 52%. Cost of sales consists primarily of manufacturing, freight, delivery, amortization of product development costs, and installation costs. There are no significant overhead costs which impact cost of sales. Cost of sales decreased during the three and nine months ended March 31, 2023 due to the decrease in revenue as well as our shift to selling products that are lower cost with higher profit margins.

General and Administrative

Total general and administrative expenses (including stock issued for services expenses) were $667,185 and $1,204,807 for the three months ended March 31, 2023 and 2022, respectively. Total general and administrative expenses (including stock issued for services expenses) were $3,848,548 and $3,785,674 for the nine months ended March 31, 2023 and 2022, respectively.

Other Income (Expense)

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Interest expense of $2,044,936 and $2,867,629 during the nine months ended March 31, 2023 and 2022, was primarily due to common stock issued as commitment fees and to convert preferred stock, warrants issued and interest paid on notes payable, a decrease of 29%.

Net Loss for the Period

Net loss incurred for the three months ended March 31, 2023 and 2022 was $1,480,386 and $1,077,339 respectively, an increase of approximately 37%. Net loss incurred for the nine months ended March 31, 2023 and 2022 was $5,960,453 and $3,878,517 respectively, an increase of approximately 36%. Noncash contributing factors for the net loss incurred for the nine months ended March 31, 2023 and 2022 are as follows:

a) $238,128 and $110,852 represent noncash consulting fees paid through the issuance of stock for the nine months ended March 31, 2023 and 2022, respectively.

b) Noncash interest expenses of $0 and $2,143,500 for the nine months ended March 31, 2023 and 2022, respectively.

c) Depreciation and amortization expenses related to intangibles and capitalized development costs of $543,790 and $387,421 for the nine months ended March 31, 2023 and 2022, respectively.

Results of Operations for the Years Ended June 30, 2022 and 2021

Financial Results and Performance Metrics Overview

The table below presents an analysis of selected line items period-over-period in our Consolidated Statements of Operations for the periods indicated.

Revenue

Total revenues recognized were $3,941,832 and $3,773,605 for the years ended June 30, 2022 and 2021, respectively, an increase of 4%. Additionally, deferred revenue amounted to $175,436 and $453,862 as of June 30, 2022 and 2021, respectively. Revenues during the years ended June 30, 2022 and 2021 substantially consisted of revenues from sales of technology interactive panels and related products, bell paging and intercom system installations, and audio amplification OEM sales.  Revenues increased during the year ended June 30, 2022 due to the increases in the customer base for our products, partially as a result of the pandemic, as well as additional revenues received through our OEM channel.

Cost of Sales and Gross Profit

Our cost of sales was $3,387,490 and $2,077,342 for the years ended June 30, 2022 and 2021, respectively, an increase of approximately 63%. Cost of sales for the years ended June 30, 2022 and 2021 consists primarily of manufacturing, freight, amortization of capitalized development costs, delivery and installation. Gross profit decreased due to amortization of capitalized development costs and increased costs for freight and delivery. In addition, we reduced pricing on certain products due to competition and our product mix changed to lower margin items in the current year. Our gross profit as a percentage of total revenues was 14% and 45% for the years ended June 30, 2022 and 2021, respectively.

General and Administrative

The tables below represent an annual comparison discussed in the financial statements:

Total general and administrative expenses were $5,281,293 and $7,868,529 for the years ended June 30, 2022 and 2021, respectively, a decrease of approximately 33%. General and administrative expenses for the years ended June 30, 2022 and June 30, 2021 consist primarily of salaries and stock issued for consulting services and donation expenses, insurance, rent, marketing, travel, amortization, and professional fees. Of this amount, $172,852 and $2,778,550 represent stock issued for consulting services and donations, which did not impact cash, for the years ended June 30, 2022 and 2021, respectively.

The decrease was due to the increase in costs capitalized for product development, and reductions of costs associated with remote and virtual tradeshows, professional fees and other cost savings strategies implemented by management.  

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Other Income (Expense)

Interest expense amounted to $1,139,240 and $8,254,333 for the years ended June 30, 2022 and 2021, respectively. Interest expense related to the equity purchase agreement decreased to $2,143,500 for the year ended June 30, 2022 as compared to $8,462,297 for the year ended June 30, 2021. The decrease in interest expense was due to the expiration of our equity purchase agreement and a reduction of notes payable.

During the years ended June 30, 2022 and 2021, we amortized $91,143 and $382,436 of original issue debt discount on notes payable to interest accretion.

Net Loss for the Period

As a result of the foregoing, net loss incurred for the years ended June 30, 2022 and 2021 was $6,250,956 and $24,434,336, respectively, a decrease of 74%. Noncash contributing factors for the net loss incurred for the years ended June 30, 2022 and 2021 is as follows:

a) $172,852 and $2,778,550 representing stock issued for consulting services and donation expenses for the years ended June 30, 2022 and 2021, respectively.

b) amortization of intangible assets and capitalized development costs for the years ended June 30, 2022 and 2021 totaling $525,307 and $474,635, respectively; and

c) impairment charges taken of $195,346 and $0 on acquired assets for the years ended June 30, 2022 and 2021.

Off-Balance Sheet Arrangements

Other than our commitments discussed in Note 10 to our audited financial statements for the years ended June 30, 2022 and 2021, we did not have any off-balance sheet arrangements.

Liquidity and Capital Resources

Although our revenues generated from operations have become more sufficient, in order to support our operational activities our revenues still need to be supplemented by the proceeds from the issuance of securities, including equity and debt issuances. At March 31, 2023, we had a working capital deficit of approximately $5,900,000 and an accumulated deficit of approximately $60,100,000. As stated in the explanatory paragraph in the auditors report on our financial statements for the years ended June 20, 2022 and 2021, Note 14 to the notes to the audited condensed consolidated financial statements for the years ended June 20, 2022 and 2021 included elsewhere this prospectus. Note 13 to the notes to the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2023 included elsewhere in this prospectus, our ability 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 sufficient operating revenues. We anticipate that our current cash and revenue generated from operations will be sufficient for day-to-day operations; however, we anticipate that we will need additional capital for business expansion and new product development. If our revenues continue to be insufficient to support our operational activities, we intend 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 us on reasonable terms and ultimately generating sufficient revenue from operations. Our operating loss continues to shrink, and investments should allow us to continue for several months until sufficient revenue is met. Management believes that its actions to secure additional funding will allow us to continue as a going concern. We currently do not have any committed sources of financing other than our accounts receivable factoring agreement and small lines of credit, which requires us to meet certain requirements to utilize. There can be no assurance that we will meet all or any of the requirements pursuant to our line of credit, or accounts receivable factoring agreement, and therefore those financing options may be unavailable to us. The Equity Purchase Agreement that we entered into November 2022 also has several conditions that we must meet before ClearThink Capital Partners, LLC is required to purchase shares of our common stock have no conversion, preemptive or other subscription rights, and there arecan be no redemption provisions applicableassurance that we will meet those conditions. There is no guarantee we will be successful in raising capital outside of our current sources, and if so, that we will be able to do so on favorable terms.

Our cash totaled $170,096 at March 31, 2023, as compared with $300,899 at June 30, 2022, a decrease of $130,803. Our cash totaled $300,899 at June 30, 2022, as compared with $541,591 at June 30, 2021, a decrease of 44%.  

Net cash of $2,932,729 and $1,429,853 was used in operations activities, respectively, for the nine months ended March 31, 2023 and 2022. Net cash of $1,178,009 was used in operations for the year ended June 30, 2022. Net cash of $6,316,265 was used in operations for the year ended June 30, 2021. Net cash of $763,013 was used in investing activities for the year ended June 30, 2022.

Net cash of $208,245 and $557,645 was used in investing activities, respectively, for the nine months ended March 31, 2023 and 2022. Net cash of $763,013 was used in investing activities for the year ended June 30, 2022.

Net cash of $2,158,115 was provided from financing activities for the nine months ended March 31, 2023, primarily due to proceeds from notes payable agreements and sale of common stock under the Equity Purchase Agreement. Net cash of $1,700,330 was provided by financing activities for the year ended June 30, 2022. The majority of this cash was used in the investment of product for orders already received to stay ahead of the potential product shortages we may experience in the future. During the years ended June 30, 2022 and 2021, we raised $2,490,500 and $2,697,730 from the issuance of convertible and nonconvertible notes.

To implement our common stock.

Preferred Stock.  Our preferred stockbusiness plan, we may require additional financing. Further, current or future adverse capital and credit market conditions could limit our access to capital. We may be issuedunable 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 timeoperations are insufficient to timefund our activities in one  or  more series, with such distinctive serial designations asthe long term, we may be statedrequired to raise additional funds through public or expressed in the resolutionprivate financing. No assurance can be given that additional financing will be available or resolutions providingthat, if it is available, it will be on terms acceptable to us.

Off-Balance Sheet Arrangements

The Company did not have off-balance sheet arrangements or transactions as of and for the issue of such stock adopted from time to  time  by  our    board  of  directors.   Our board of directors is expressly authorized to fix the rights, privileges, preferencesnine months ended March 31, 2023 and restrictions2022 and as of the Preferred Stock. The Board of Directors has established two series of Preferred Stock, Class A Preferred Stockyears ended June 30, 2022 and Class B Preferred Stock.2021.

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The Class A Preferred Stock are non-voting shares

Non-GAAP Disclosure

To provide investors with additional insight and are availableallow for conversion into Class A Common Stock.  The remaining 10,000 shares of Class A Preferred outstanding shares are convertible into 500,000 shares of Class A Common stock.

The Class B Preferred Stock is entitled to an annual cumulative dividend of $.02 per share, and each share is convertible into ten shares of Common Stock. Until converted, each share of Class B Preferred Stock is entitled to ten votes on any matter subject to a votemore comprehensive understanding of the shareholders.information used by management in its financial and decision-making surrounding pro forma operations, Galaxy supplements its consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP Adjusted EBITDA as a non-GAAP financial measure of earnings. The shares of Class B Preferred Stock are entitled totables below provide a liquidation preference equal to ten times the amount received per share of Common Stock upon liquidation.

Dividend Policy. We have not declared or paid any cash dividends on our capital stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Asreconciliation of the datenon-GAAP financial measures, presented herein, to the most directly comparable financial measures calculated and presented in accordance with GAAP. Adjusted EBITDA represents EBITDA (earnings before income taxes depreciation and amortization). Galaxy management uses Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of the business model. The Company uses these non-GAAP financial measures to assess the strength of the underlying operations of the business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Galaxy finds this prospectus, weespecially useful when reviewing pro forma results of operations, which include large non-cash expenses including interest on the Equity Purchase Agreement, amortization of intangible assets and capitalized development costs and stock-based compensation. Investors should consider its non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. The non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

Non-GAAP Adjusted EBITDA financial results for the three months ended March 31, 2023 and 2022:

Non-GAAP Adjusted EBITDA was $642,140 and a net loss of $962,679 for the three months ended March 31, 2023 and 2022, respectively.

Non-GAAP Adjusted EBITDA financial results for the years ended June 30, 2022 and 2021:

Net loss less stock compensation, and general and administrative expense, less stock compensation and impairment expenses, noted below, are non-GAAP measures and do not have any outstanding options, warrants,standardized definitions under GAAP. The tables below provide a reconciliation of the non-GAAP financial measures, presented herein, to the most directly comparable financial measures calculated and presented in accordance with GAAP. These non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the non-GAAP financial measures provide additional perspective and insights when analyzing the core operating performance of the business. The non-GAAP financial measures should not be considered superior to, as a substitute for, or other convertible securities.as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

BUSINESSLiquidity and Capital Resources

We operateAlthough our business through two subsidiaries, FullCircle Entertainment, Inc.revenues generated from operations have become more sufficient, in order to support our operational activities our revenues still need to be supplemented by the proceeds from the issuance of securities, including equity and FullCircle Medical Supplies, Inc. Our other subsidiaries are currently inactive.

debt issuances. At present, our only operating asset is the Georgetown 14 Cinemas,March 31, 2023, we had a movie theater complex property located in Indianapolis, Indiana, which we acquired in 2010.

The Georgetown 14 Cinemas occupy an eight acre property, and was acquired for $5.5 million, including assumption of a mortgageworking capital deficit of approximately $5,047,000.

Since acquiring$5,900,000 and an accumulated deficit of approximately $60,100,000. As stated in the theater, we converted allexplanatory paragraph in the screens to a digital formatauditors report on our financial statements for the years ended June 20, 2022 and installed 3D capability, at a cost of $790,000, which we financed with a secured loan. The digital format offers a crisper view and allows the exhibition of 3D movies on three of our screens.

In 2013, we began a major upgrade2021, Note 14 to the Georgetown 14 Digital Cinemas, with more signage and a complete remodel of the concession and lobby areas, as well as new employee uniforms. We also added uniformed security from dusk to close, and increased our management compensation to be more commensurate with other local theaters.  We also improved our maintenance operations to improve the patron experience.

During 2015 we plan to improve our theater operations to allow us to offer:

·

Free viewing of U.S. popular sporting events, such as the Major League Baseball World Series, NFL playoffs, NCAA Basketball and Football playoffs and NBA playoffs.  These would be primarily marketing events to increase concession revenue.

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Viewing of popular international sporting events, to serve our local international community.

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Business meetings requiring high-speed internet upload and download capabilities

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Private party functions

During the last half of 2013, nationwide theater revenues were down compared to 2012, due principally to a series of poorly reviewed and disappointing movies that were released during this period.  We experienced a slight decline in attendance, so our ticket sale revenues were below 2012 levels by 1.9%. In general, during 2014 the top ten movie ticket sales nationally are down approximately 20%, while our Georgetown 14 ticket sales are down 13.9%.

A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we lease to a Save-A-Lot Stores, a grocery store operator, pursuant to a twenty year lease with options to extend.

FullCircle Medical Supplies, Inc.

In 2013 we established a new subsidiary, FullCircle Medical Supplies, Inc. (“FullCircle Medical”), for the purpose of entering into the durable medical equipment (“DME”) supply business sector in the Sun Belt states.

Our current plan is to acquire or establish DME businesses throughout the state of Louisiana, with up to twelve DME locations, utilizing centralized warehousing, billing, and purchasing, and to provide all related DME services in each location.

Acquiring these businesses and covering the whole state should provide:

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Economies of scale, reducing costs of inventory and operational expenses

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Central warehousing, providing prompt supply to all stores and internet sales, and reducing obsolete inventory write-downs

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Smaller vehicle fleets

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Improved buying power by purchasing in volume

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Reduced insurance expense

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Improved individual store web sites

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Internet marketing allowing the stores to reach outnotes to the entire country with product catalogues and shopping carts

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Social media marketing

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Centralized billing and insurance claim processing

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Improved receivables controls

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Increased selection of products

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Operational synergies between all stores

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Improved margins and profitability

We are currently considering several existing DME businesses, with an average of approximately $1.2 million in revenues. At such time as we complete some acquisitions, we plan to employ a state manager with experience in the medical supply industry to supervise the managers of the purchased stores and operations in the state.

Many of these businesses are still owned by their founders, who are looking for an exit strategy to realize a gain for their life’s work.  Most have employees with ten to fifteen years’ experience, who are solid contributors to these businesses.  Most are contributors to civic activities in their communities, which provides them a business connection within their marketing area.  Our intent is to allow them to continue to operate autonomously, to continue to be profitable, and to improve net income with increased product selection, improved synergies, and Internet and social media exposure.

We have entered the analysis and selection phase of our acquisition activities, and our executives have made multiple trips to Louisiana for the purpose of collecting and analyzing information, reviewing each business, observing employees, and understanding the focus and strengths of each business. In some cases we are negotiating letters of intent for these proposed acquisitions, and in the process of financial evaluations of those businesses.

Typically, most DME businesses do not market on the Internet and many do not have websites.  Once we complete the first acquisition, we plan to create a web site introducing a products catalogue and shopping cart.  As acquisitions continue, we plan to “clone” the website for each location, connecting to our products catalogue and shopping carts.  This would allow each DME to market nationally as well as internationally and ship out of a central warehouse.  We believe that revenues from these businesses can be expanded by approximately 50% over the first two-year period through Internet and social media marketing.

Candidates to operate the proposed Louisiana company have been interviewed and, following acquisition of DME companies in the state, will be phased in with consulting arrangements and eventually assume management positions in the company. We believe our consultants will assist in providing a full range of products and services for each market.

Once we establish consolidated operations in Louisiana, and the infrastructure and operations are tested and functioning, we plan to utilize this approach in additional southern states.

We plan to finance acquisitions of DME companies either by issuance of our Common Stock or Preferred Stock, cash, notes or a combination of them.

We have not completed any acquisitions in this field, nor do we have funding commitments, so our ability to enter into the DME business is subject to these uncertainties.

FullCircle Insurance Agency, Inc.

The FullCircle Insurance Agency, Inc. was founded in August 2008, but is currently inactive.  In the past few years the insurance industry has experienced difficulties flowing from the financial problems of AIG and other major industry players, and the enactment of the Affordable Care Act has produced significant uncertainty in the healthcare insurance field.  Until these matters are stabilized, we have placed operations of this company on hold.   We believe that this industry will thrive once the Affordable Care Act is fully implemented, improved, and finalized. Increased agency knowledge and professionalism will be necessary to help businesses and individuals understand the new laws.   We believe there are opportunities to “roll up” several local agencies into regional agencies, for economies of scale in providing these professional services.

FullCircle Prescription Services, Inc.

FullCircle Prescription Services, Inc. was established for the purpose of handling our prescription assistance services program. Its mission is to assist consumers in finding medications at discounted rates worldwide in our “Shop the World” program. When it becomes operational, FullCircle Prescription Services, Inc. will not dispense any medications nor handle any prescriptions, but will function only as a customer assistance program.

Until a more favorable political climate exists we have placed the marketing efforts for the advancement of FullCircle Prescription Services, Inc. on hold.  Up until 2009 the political trend was to support the re-importation of generic drugs to assist in combating the increasing expense of prescription medications most importantly for senior citizens.  However, since that time the political trend has reversed largely influenced by large pharmaceutical companies.  The re-importation of generic drugs manufactured by U.S. companies, which is essential to the business strategy of FullCircle Prescription Services, Inc., is currently disfavored by the U.S. Government.  Pending a change in this policy, we are still operational but have elected to not expend any operational or marketing funds at this time.

Competition:

Movie Theater Entertainment:

The motion picture exhibition industry is fragmented and highly competitive. Our theaters compete against regional and independent operators as well as the larger theater circuit operators. Our operations are subject to varying degrees of competition with respect to film licensing, attracting customers, and obtaining new theater sites. In those areas where real estate is readily available, there are few barriers preventing competing companies from opening theaters near our existing theater, which may have a material adverse effect on our revenues. Demographic changes and competitive pressures can also lead to a theater location becoming impaired.

In addition to competition with other motion picture exhibitors, our theaters face competition from a number of alternative motion picture exhibition delivery systems, such as cable television, satellite and pay-per-view services and home video systems. The expansion of such delivery systems could have a material adverse effect upon our business and results of operations. We also compete for the public’s leisure time and disposable income with all forms of entertainment, including sporting events, concerts, live theatre and restaurants.

The movie theater industry is dependent upon the timely release of first run movies.  Ticket sales and concession sales are influenced by the availability of top producing movies.  At times, our revenues are impacted by the shortage of first run movies.  During the year we experience “slow” releases from the movie companies in January through March and then again during the late summer from August through October.

In 2015 we plan to expand into exhibition of live sporting events, such as world soccer, cricket, and possibly NFL playoff games and the World Series, to provide large screen viewing of these sporting events.  We are also taking an aggressive posture to expand into business conference sessions during “dead” screen time to facilitate the anticipated increase in demand for “upload and download” communication with enhanced WiFi and dish communication systems.

Durable Medical Equipment:

The durable medical equipment supply business is highly fragmented, consisting mainly of local pharmacies, small pharmacy chains, and local distributors and retail outlets. As a result, the business is not overly price competitive, and prices are generally comparable market to market and state to state.  Pricing is predominantly controlled by insurance companies and by Medicare / Medicaid reimbursement policies.  Revenue improvement depends on additional services and improved marketing.

Recently, Medicare has developed a competitive bidding process in larger cities that is squeezing margins of many DME businesses. We believe this trend will continue, and consequently will require better management and control of expenses to maintain profitability. We believe this situation will provide us an opportunity to acquire some of these businesses, and to provide the synergies to remain competitive and improve profits.

Employees:

FullCircle Registry, Inc., and its subsidiaries have employee levels generally ranging between 20 and 28 employees/officers depending on seasonal needs.   We have never experienced employment-related work stoppages and focus on good relations with our personnel and are continuing to attract stronger talent.

Properties:

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, KY 40065.  Our office consists of approximately 1,200 square feet of office space, leased for $750 per month on a month-to-month basis.  We have elected to maintain a month-to-month agreement should acquisitions dictate the moving of our corporate offices.

We also own the Georgetown 14 Digital Cinemas movie complex located in Indianapolis, Indiana.  The property currently houses a 14 movie theatre complex, which is owned and operated by us. A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we currently renewing with Save A Lot to expire in 20 years.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present our summary historical consolidated financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and theaudited condensed consolidated financial statements for the years ended June 20, 2022 and 2021 included elsewhere this prospectus. Note 13 to the notes theretoto the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2023 included elsewhere in this Prospectus.

prospectus, our ability 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 sufficient operating revenues. We anticipate that our current cash and revenue generated from operations will be sufficient for day-to-day operations; however, we anticipate that we will need additional capital for business expansion and new product development. If our revenues continue to be insufficient to support our operational activities, we intend 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 us on reasonable terms and ultimately generating sufficient revenue from operations. Our operating loss continues to shrink, and investments should allow us to continue for several months until sufficient revenue is met. Management believes that its actions to secure additional funding will allow us to continue as a going concern. We currently do not have any committed sources of financing other than our accounts receivable factoring agreement and small lines of credit, which requires us to meet certain requirements to utilize. There can be no assurance that we will meet all or any of the requirements pursuant to our line of credit, or accounts receivable factoring agreement, and therefore those financing options may be unavailable to us. The historical financial information presented below may not be indicativeEquity Purchase Agreement that we entered into November 2022 also has several conditions that we must meet before ClearThink Capital Partners, LLC is required to purchase shares of our future performancecommon stock and does not necessarily reflect whatthere can be no assurance that we will meet those conditions. There is no guarantee we will be successful in raising capital outside of our financial positioncurrent sources, and results of operations would have been had we operated as a stand-alone company during the periods presented. Results for the period ended June 30, 2014 are not necessarily indicative of results that may be expected for forthcoming year.

Statement of Operations Summary

FullCircle Registry, Inc.

Consolidated Statements of Operations

(Unaudited)