UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No. 1



[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2020

or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________



Commission File Number: 000-56006



GALAXY NEXT GENERATION, INC.

(Exact name of registrant as specified in its charter)



NEVADA61-1363026(State or other jurisdiction of(I.R.S. Employer Identification No.)incorporation or organization)


285 Big A Road Toccoa, Georgia 30577

(Address of principal executive offices and zip code)



Registrants telephone number, including area code: (706) 391-5030

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Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g): Common Stock



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]



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



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes[X] No[ ]



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



Large accelerated filer[   ]Accelerated filer[   ]Non-accelerated filer[X]Smaller reporting Company[X]Emerging growth company[   ]


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





Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [  ]



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



The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $2,597,957 as of December 31, 2019, based upon the average bid and asked price of the common stock on the OTCQB.



The number of shares outstanding of the issuers Common Stock, as of October 16, 2020 was 2,194,556,901.



Documents Incorporated By Reference: None

EXPLANATORY NOTE

Galaxy Next Generation, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend its Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the Form 10-K), which was originally filed on  September 28, 2020 with the Securities and Exchange Commission (the SEC). The sole purpose for filing this Amendment is to include the Companys Amended and Restated Certificate of Incorporation and Description of Securities as Exhibit 3.1 and Exhibit 4.3, respectively, in the Exhibit Index included inItem 16. Exhibits and Financial Schedules herein.

This Amendment is an exhibits-only filing solely for the purpose of filing additional exhibits and updating the Exhibit Index of the Form 10-K. This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended. This Amendment does not affect any other parts of, or exhibits to, the Form 10-K, and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Form 10-K continues to speak as of the date of the original filing of the Form 10-K, and the Company has not updated the disclosure contained in this Amendment to reflect events that have occurred since the filing of the Form 10-K. Accordingly, this Amendment must be read in conjunction with the Companys other filings made with the SEC subsequent to the filing of the Form 10-K, including amendments to those filings, if any.





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PART IV



Item 15. Exhibits, Financial Statement Schedule.



|    |                                   
|--- | ----------------------------------
|(1) | Consolidated Financial Statements:

See Index to Consolidated Financial Statements at page F-1.



|    |                              
|--- | -----------------------------
|(2) | Financial Statement Schedule:

All schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto.



|    |          
|--- | ---------
|(3) | Exhibits:

The exhibits listed in the accompanying index to exhibits are filed as part of, or incorporated by reference into, this Annual Report.

Item 16. Form 10-K Summary



Not applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS INDEX

|            |                                                                                                                                                           | 
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit No. | Description                                                                                                                                              
|3.1         | Amended and Restated Certificate of Incorporation (1)                                                                                                    
|4.3         | Description of Securities (1)                                                                                                                            
|31.1        | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)                                               
|31.2        | Certification of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)                                          
|32.1        | Certification of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)    
|32.2        | Certification of the Principal Accounting Office pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

___________________________

(1) Filed Herewith

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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       |                                                
|---------------------- | -----------------------------------------------
|                       | GALAXY NEXT GENERATION, INC.                   
|                       | (Registrant)                                   
|                       |                                                
|Dated October 16, 2020 | /s/ Gary LeCroy                                
|                       | Gary LeCroy                                    
|                       | Chief Executive Officer, President and Director
|                       | (Principal Executive Officer)                  
|                       |                                                



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



|                   |  |                                                  |  |                 
|------------------ |  | ------------------------------------------------ |  | ----------------
|Name               |  | Title                                            |  | Date            
|                   |  |                                                  |  |                 
|/s/Gary LeCroy     |  | Chief Executive Officer, President and           |  | October 16, 2020
|Gary LeCroy        |  | Director (Principal Executive Officer)           |  |                 
|                   |  |                                                  |  |                 
|/s / Magen McGahee |  | Chief Operating Officer, Chief Financial Officer |  | October 16, 2020
|Magen McGahee      |  | (Principal Accounting Officer)                   |  |                 
|                   |  |                                                  |  |                 
|/s/ Carl Austin    |  | Director                                         |  | October 16, 2020
|Carl Austin        |  |                                                  |  |                 
|                   |  |                                                  |  |                 

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary LeCroy, certify that:



1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) for the year ended June 30, 2020 (this report) of Galaxy Next Generation, Inc. (the registrant);



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f) for the registrant and have:



a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: October 16, 2020



/s/ Gary LeCroy

Gary LeCroy

Chief Executive Officer, President, and Director

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Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Magen McGahee, certify that:



1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) for the year ended June 30, 2020 (this report) of Galaxy Next Generation, Inc. (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f) for the registrant and have:



a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: October 16, 2020



/s/ Magen McGahee

Magen McGahee

Chief Operating Officer, Chief Financial Officer, Secretary and Director

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002



In connection with the Annual Report of Galaxy Next Generation, Inc. (the Company) on Form 10-K/A (Amendment No. 1) pursuant for the year ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gary LeCroy, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 16, 2020



/s/ Gary LeCroyGary LeCroy

Chief Executive Officer, President and Director

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY

ACT OF 2002



In connection with the Annual Report of Galaxy Next Generation, Inc. (the Company) on Form 10-K/A (Amendment No. 1) pursuant for the year ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Magen McGahee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: October 16, 2020

/s/ Magen McGahee

Magen McGahee

Chief Financial Officer, Secretary and Director

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