Galaxy Next Generation Inc (GAXYQ)

[AV Guy]

GAXY Corporate History, Common Controlled Merger, and Subsequent Merger

https://seekingalpha.com/filing/4158916

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 on March 16, 2018, with R&G becoming the surviving company (“Common Controlled Merger”). R&G subsequently changed its name to Galaxy Next Generation, Inc.

On June 6, 2018 Full Circle Registry, Inc. ("FLCR") entered into a Merger Agreement (the "Merger Agreement'') with the Company (See Note 11). Under the terms of the Merger Agreement (“Subsequent Merger”), the Company’s shareholders will transfer all the outstanding shares of common stock to Galaxy MS, Inc., (“Merger Sub”) a wholly-owned subsidiary of FLCR, with the Merger Sub being the surviving entity. Upon consummation of the merger, the holders of the issued and outstanding shares of common stock of Galaxy shall have the right to receive approximately 375,000,000 shares of the common stock of FLCR, after all merger-related stock conversions. At this time, the holders of the Galaxy shares shall collectively own, on a fully diluted basis, common stock of FLCR, which represents approximately 89% of all the outstanding common stock of the then issued and outstanding shares of common stock of FLCR with the remaining 11% of common stock to be distributed as follows: (a) seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) to the holders of convertible debt, pro rata.