Galaxy Nutritional Foods, Inc. (fka GXYF)

[zsvq1p]

The next big unknown is what Deluca will do with the CD.

It would be good if he would give the company 3 more years or so...

Deluca = 13,583,904 voting power shares...

(i) 3,869,842 shares of common stock of the Issuer held by Mr.
DeLuca,

(ii) 500,000 shares of common stock of the Issuer issuable to Mr. DeLuca upon the exercise of certain warrants,

(iii) 7,671,726 shares of Common Stock of the Issuer issuable upon the conversion of a convertible promissory note in the
principal amount of $2,685,104.17 (the "Note"), and

iv) 1,542,336 shares of common stock issuable upon conversion of interest in the amount of $539,817.82 that is accrued as of February 19, 2008. Does not include potential additional 647,301 shares of common stock issuable upon conversion of interest on the Note that may accrue from February 20, 2008 through the maturity date of the Note on October 19, 2008.

Humm... What would I do if I were Deluca?
- Convert at loss is not an option.
- The company does not have the cash to pay it off.
- The company does have some cash to pay some off.
- Given board OK to seek buyer with CEO & Pres. incentives.

I conclude I take some cash, more shares, and wait for buyer or managers to come up with some growth plan that increases shareholder value that will encourage others to buy the stock.