As filed with the Securities and Exchange Commission on July 22, 2020November 16, 2022

Registration No. 333-239827333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1/AS-1

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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Galaxy Next Generation, Inc.

(Exact name of Registrant as specified in its charter)

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286285 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)

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Gary LeCroy

Chief Executive Officer and

Chairman of the Board of Directors

Galaxy Next Generation, Inc.

286285 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

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

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of 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, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, 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, 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 of 1934.

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 7(a)(2)(B) of the Securities Act. ¨

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CALCULATION OF REGISTRATION FEE☐

(1) Represents 197,500,000 shares of common stock par value $.0001 that may be sold by the Selling Stockholder named in this registration statement (the "Selling Stockholder") that we may sell and issue to the Selling Stockholder pursuant to a purchase agreement dated May 31, 2020 amended and restated on July 9, 2020 by and between the registrant and the Selling Stockholder and 2,500,000 shares of common stock previously issued to the Selling Stockholder  to such purchase agreement. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional shares of common stock which may become issuable to prevent dilution from stock splits, stock dividends and similar events.-i-

(2) Pursuant to Rule 457(c) of the Securities Act, calculated on the basis of the last sale reported of the Registrant's common stock as reported by the OTCQB on July 9, 2020.

(3) Previously paid.

The registrant hereby amends this registration 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 statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the 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. The 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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JULY 22, 2020NOVEMBER 16, 2022

PROSPECTUS

200,000,00010,000,000 Shares of Common Stock

This prospectus relates to the offer and resale of up to 200,000,00010,000,000 shares of our common stock par value $.0001$0.0001 by TysadcoClearThink Capital Partners, LLC, or Tysadco Partners. Tysadco PartnersClearThink. ClearThink is also referred to in this prospectus as the Selling Stockholder.

The shares of common stock being offered by the Selling Stockholder have been or may be issued pursuant to the purchase agreement dated May 31, 2020November 7, 2022 that we entered into with Tysadco Partners which was amended and restated on July 9, 2020,ClearThink, which we refer to in this prospectus as the Purchase Agreement. Please refer to the section of this prospectus entitled "Tysadco Partners Transaction"“The ClearThink Transaction” for a description of the Purchase Agreement and the section entitled "Selling Stockholder"“Selling Stockholder” for additional information regarding Tysadco Partners.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. The prices at which Tydasco PartnersClearThink may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

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 section entitled "Plan“Plan of Distribution."” The Selling Stockholder will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the shares with the Securities and Exchange Commission.

The Selling Stockholder ismay be deemed to be an "underwriter"“underwriter” within the meaning of the Securities Act of 1933, as amended.

Our common stock issued is traded on the OTCQB under the symbol "GAXY". On July 21, 2020 the last reported sale price of our common stock on the OTCQB was $0.0036

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Investing in our securities involves various risks. See "Risk Factors"“Risk Factors” beginning on page 73 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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

The date of this prospectus is July _, 2020November  , 2022

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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“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 offered hereunder.

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Unless the context otherwise requires, the terms "Galaxy," "we," "us"“Galaxy,” “we,” “us” and "our"“our” in this prospectus refer to Galaxy Next Generation, Inc., and "this offering"“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 the 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"“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“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"“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.

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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".“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“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

Company

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, and school PApublic address (“PA”) and Intercom products, and emergency communication applications creating a full line card offering for classrooms to our channel partners. Our productsproduct offerings include our own private-label interactive touch screen panel, our own Intercom, Bell, and Paging solution, as well as numerous other nationalan audio amplification line of products that is currently supported by both direct sales and international branded peripheral and communication devices. New technologies like our own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. We provide a multitude of services to our customers, including installation, training, and maintenance.

through original equipment manufacturer (“OEM”) relationships. Our current distribution channel consists of 30a direct sales model, as well as approximately 44 resellers across the United States whoU.S. that primarily sell our productthe products offered by us within the commercial and educational market. While weWe do not control where ourthe resellers focus their efforts, based on experience,reselling efforts; however, the kindergarten through 12th gradeK-12 education market is the largest customer base for the product,our products comprising nearly 90% of all purchases.our sales. In addition, we possess our own resell channel that sells directly toOEM division manufactures products for other vendors in our industry and white labels the Southeast region of the United States.products under other brands.

We believe the market space for interactive technology in the classroom is a perpetual highway of business opportunity.opportunity, especially in light of the global ongoing 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 thea 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.

Business Environment and Trends

The educational technology market is currently experiencing substantial growth due to government mandates for improving the education results in the United States. Education, governments, corporations and individuals are recognizing the growing need to utilize technology for more effective delivery of information to educate end users. Today, most classrooms are equipped with some type of smart board technology but given the ever-changing nature of technology, previous investments are becoming obsolete. The industry has several hundred technology resellers, selling a variety of products, already selling to these entities directly. Our goal is to target the resellers to gain market share growth in the education technology market. With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic in the first quarter of 2020, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and business.  While our sales have not declined, and actually have increased as school systems have sought to operate remotely during this pandemic, the ability of our customers to timely pay bills has been impacted.

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Opportunities and Plan of Operations

We believe that our products, both hardware and software, and the products we intend to develop as part of our extensive product road map, positions us to be one of the leading providers of interactive educational products. We believe that the increase in consumer spending along with the ever-evolving increase in standards for curriculum are two driving forces for the increase in the demand for interactive educational technology. Some additional factors that we believe will impact our opportunity include:

Significant resources are being devoted to primary and secondary education, both in the United States and abroad. As set forth in the Executive Office of the President, Council of Economic Advisers report, United States education expenditure (primary, secondary and post-secondary) has been estimated at approximately $1.3 trillion, with primary and secondary education accounting for close to half ($625 billion) of this spending. Global spending is approximated at roughly triple United States spending for primary and secondary education.

The demand for interactive flat panels is on the rise. With traditional interactive whiteboards having been in the market for more than fifteen years, many of these technologies are coming to a refresh period and are being replaced with the newer, more advanced interactive flat panels.

We intend to build upon our proven ability to produce and sell interactive classroom products. We have begun to implement the growth strategies described below and expect to continue to do so over the course of the upcoming years. In order to implement each goal pertaining to growth, we may need additional capital to implement each strategy, particularly in relation to the target acquisition(s) of complementary businesses or technologies.

We intend to grow our business by using the following methodology:

Capitalizing on market trends in the educational industry: We believe our long history of selling into the K-12 education market provides us with the expertise to continue to stay on the cutting edge of new product development and needs of the classroom teacher. We also believe our expertise in customer service and training positions us well for expected growth. We intend to build our core business by leveraging the strengths of our leadership and building a solid team with experience and expertise in our market.

Expanding our reseller channel sales: The educational technology industry is driven by relationships. We intend to continue to grow and expand our resellers in strategic geographical regions so that we are able to leverage relationships in the local school systems within those regions.

Growth through acquisitions: We believe that the interactive and collaborative classroom has many components and moving parts. We intend to stay on the cutting edge of new products by building out our product offerings and line card through strategic acquisitions. The acquisition(s) provides us with significant opportunities to grow our business by adding complementary products to provide a whole classroom G2 experience to our customers. We intend to pursue acquisitions that provide services within our current core product offerings, extend our geographic reach and expand our product offerings.

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Further developing intellectual property: We intend to build upon our success in developing original software that we own and license to other brands, and distributors globally. When we develop an original software or application, we retain the copyright and patent of that content. We will create additional revenue streams from development fees, brand license fees, distribution license fees and ancillary sources.

Expanding our geographic presence: We believe that by expanding our physical presence into select domestic and international regions, we will be better able to attract and retain clients. With a physical presence in strategic locations around the US, we believe we can provide better customer service and offer local services and training resulting in an increase in revenue for those areas.

Corporate Information and History

We were formed on June 7, 2000 under the laws of the State of Nevada under the name Excel Publishing, Inc. On April 10, 2002, we merged with FullCircle Registry, Inc., and changed our name from Excel Publishing, Inc to FullCircle Registry, Inc.("FLCR")  

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. R&G subsequently changed its name to Galaxy Next Generation, Inc., which is incorporated in the State of Nevada.

On June 22, 2018, we consummated a reverse triangular merger whereby we merged with and into FLCR's newly formed subsidiary, which was formed specifically for the transaction (Galaxy MS). Under the terms of the merger, Galaxy Next Generation, Inc's shareholders transferred all their outstanding shares of common stock in Galaxy Next Generation, Inc., in return for FLCR's Series C Preferred Shares, which at the time of the merger were equivalent to approximately 3,065,000,000 shares of the common stock of FLCR on a pre-reverse stock split basis. This represented approximately 89% of the outstanding common stock of FLCR at the time of the merger, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata.  FLCR owned Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, its sole business and source of revenue was from the operation of the theater, and as part of the merger agreement, the parties have the right to spinout the theater to the prior shareholders of FLCR. Effective February 6, 2019, we sold our interest in our theater to focus our resources in our technology operations.

Our principal executive offices are located at 286 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 the prospectus and is intended for informational purposes only.

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'companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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Corporate History 

Summary Risks

OurGalaxy 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., is 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 abilityinterest in the theater to executefocus 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 strategy areoperated by the combined company became the business that was operated by Private Galaxy.

On September 4, 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. Under the stock purchase agreement, we acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 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.

On October 15, 2020, we acquired the assets of Classroom Technologies Solution, Inc. (“Classroom Tech”) for consideration of (1) 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; (2) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (3) the issuance of 10 million shares of common stock to the seller of Classroom Tech.

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 risksauthorized shares of which you should be awarecommon stock from 20,000,000 to 200,000,000.

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 before you decidethis prospectus and is intended for informational purposes only.

Summary of Risks

Risks Related to buy our common stock. In particular, you should carefully consider following risks, which are discussed more fully in "Risk Factors"this Offering

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Risks Related to the COVID-19 Pandemic

Please see “Risk Factors” beginning on page 7 of this prospectus:

· we have incurred losses3 for the three and nine months ended March 31, 2020, the year ended June 30, 2019, three month period ended June 30, 2018 and year ended March 31, 2018;

· we require substantial funds to expand our business;

· we may pursue acquisitions, joint ventures or other growth opportunities, which could present unforeseen integration obstacles or costs and could dilute our stockholders;  

· we may have difficulty in entering into and maintaining strategic alliances with third parties;

· we generate substantially all of our revenue from the sale of our interactive learning technology hardware and software products, and related installation, training, and maintenance services, and any significant reduction in salesa more detailed discussion of these productsrisks. Additional risks, beyond those summarized above or services woulddiscussed under the caption “Risk Factors” or described elsewhere in this prospectus may also materially harm our business;

· and adversely impact 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;

· our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on ouroperations or financial condition;results.

· we operate in a highly competitive industry;

· our business may be adversely impacted by the COVID-19 pandemic, the effects of which are difficult to assess;-2-

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

· we receive a significant portion of our revenues from a small number of customers and the loss of any one of these customers or failure to collect a receivable from them could adversely affect our operations and financial position;

· 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 business effectively;

· we use resellers and distributors to promote and sell our products;

· we are controlled by our management;

· our businesses are geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate;

· our suppliers may not be able to always 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;

· 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;

· increases in component costs, 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;

· adverse changes in economic and political policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business;

· we face significant challenges growing our sales in foreign markets;

· 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;

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· if our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance;

· defects in our products can be difficult to detect before shipment; If defects occur, they could have a material adverse effect on our business;

· we may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business;

· 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;

· 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

· we may be unable to keep pace with changes in technology as our business and market strategy evolves;

· 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;

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

· certain provisions of Nevada law may have anti-takeover effects;

· we have no intention of declaring dividends in the foreseeable future;

· we may be exposed to risks relating to evaluations of controls required by Sarbanes-Oxley Act of 2002; and

· if our internal controls and accounting processes are insufficient, we may not detect in a timely manner misstatements that could occur in our financial statements in amounts that could be material.

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THE OFFERING

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On May 31, 2020,November 7, 2022, we entered into a purchase agreement with ClearThink Capital Partners, LLC (the “Purchase Agreement”) and on the Purchase Agreement andsame day we also entered into a registration rights agreement with ClearThink (the "Registration“Registration Rights Agreement"Agreement”) with Tysadco Partners. On July 9, 2020, we made certain clarifying amendments. Pursuant to the Purchase Agreement. Underterms of the Purchase Agreement, we have the right to sell to Tysadco PartnersClearThink up to $2$5 million in shares of common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. As consideration for Tysadaco Partner'sClearThink’s commitment to purchase shares of common stock pursuant to the Purchase Agreement, we issued to Tysadco Partners 2,500,000ClearThink 500,000 shares of common stock or the Commitment Shares.(the “Commitment Shares”). We did not receive any cash proceeds from the issuance of such shares. See "The Purchase Agreement"“The ClearThink Transaction” for additional information regarding the terms of the Purchase Agreement and Registration Rights Agreement that we entered into with Tydasco partners.ClearThink.

We do not know what the purchase price for our common stock will be and therefore cannot be certain as to the number of shares we might issue to Tysadco PartnersClearThink under the Purchase Agreement after the date of this prospectus.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider carefully the following risks and other information included in this prospectus before you decide whether to buy our common stock. The following risks may adversely affect our business, financial condition, and operating results. As a result, the trading price of our common stock could decline and you could lose part or all of your investment. 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 Thisthis 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. We may direct Tysadco Partners to purchase up to $2.0 million of shares of our common stock over a 24-month period, commencing upon the satisfaction of certain conditions, including that the registration statement is declared effective by the SEC. Thereafter, on any trading day selected by us, we may sell shares of common stock to Tysadco Partners in an amount equal to the lesser of $100,000 or 200% of the average shares traded for the 10 days prior to the closing request date, with a minimum request of $25,000. The purchase price shall be 80% of the lowest average daily traded price 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).

In addition, Tysadco partners will not be required to purchase any shares of our common stock if such sale would result in its beneficial ownership exceeding 4.99% 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.

The sale or issuance of our common stock to Tydasco Partners may cause dilution and the sale of the shares of common stock acquired by Tysadco Partners, or the perception that such sales may occur, could cause the price of our common stock to fall.

On May 31, 2020, we entered into the Purchase Agreement with Tydasco Partners, which was amended and restated on July 9, 2020, pursuant to which Tysadco Partners has committed to purchase up to $2 million of our common stock, subject to certain limitations. Upon the execution of the Purchase Agreement, we issued 2,500,000 Commitment Shares to Tysadco Partners 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 Tysadco Partners 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 of which this prospectus is a part and that such registration statement remains effective. The purchase price for the shares that we may sell to Tysadco Partners 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.

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We generally have the right to control the timing and amount of any future sales of our shares to Tysadco Partners. Additional sales of our common stock, if any, to Tysadco Partners will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Tysadco Partners 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 Tysadco Partners, after Tysadco Partners has acquired the shares, Tysadco Partners may resell all or some of those shares at any time or from time to time in its discretion. Therefore, sales to Tysadco Partners 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 Tysadco Partners, 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.

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.

At March 31, 2020,June 30, 2022, we had cash and cash equivalents of $194,702.$300,899. We had an accumulated deficit of $19,571,336 million at March 31, 2020 and$54,182,084 at June 30, 2019, an accumulated deficit of $9,470,685.2022. 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.

We may direct ClearThink to purchase up to $5 million of shares of our common stock over a 24-month period, 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).

Our ability to direct Tysadco PartnersClearThink to purchase up to $2$5 million of shares of our common stock over a 24-month period is subject to the satisfaction of certain conditions, including that the registration statement of which this prospectus is a part is declared effective by the SEC. The extent we rely on Tysadco PartnersClearThink 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 Tysadco PartnersClearThink 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 $2.0$5 million under the Purchase Agreement to Tysadco PartnersClearThink, 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 be 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.

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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.

The 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 of which this prospectus is a part and that such registration statement remains effective. 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.

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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.

It 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 $5 million, 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.

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 different levels of dilution and different outcomes in their investment results. In connection with the sale of our common stock pursuant to the terms of the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. Similarly, the Selling Stockholder may sell such shares at different times and at different prices. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of sales made by us in future transactions to Selling Stockholder at prices lower than the prices they paid.

Risks Related to the COVID-19 Pandemic

Pandemics, including the COVID-19 pandemic, could have a material adverse effect on our operations, liquidity, financial condition, and financial results.

A serious global pandemic, including the current COVID-19 pandemic and variants of COVID-19, can adversely impact, shock and weaken the global economy. These impacts can amplify other risk factors and could have a material impact on our operations, liquidity, financial conditions, and financial results.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. COVID-19 pandemic-related risks that may impact our business include increased exposure to: global regulatory, geopolitical, and societal changes; rapid degradation of global economic conditions, creating an increase in the volatility and the timing and level of orders; supply chain disruptions, material shortages, and increases in the costs of components; changes in labor force availability, which could reduce our ability to operate across our business in development, sales and marketing, production, installation, and ongoing service and support; an increased risk of being subject to contract performance claims if we are unable to deliver according to the terms of our contracts or commitments and cannot claim force majeure to mitigate or eliminate our exposure to such claims; increased geographic work restrictions that could impact our ability to market, sell, manufacture and/or install our products; an increase in our exposure to claims or litigation relating to the pandemic; limitations on our ability to meet the terms of our bank credit agreements that cause restrictions on our ability to access the liquidity under such agreements; reduced access to and an increase in the cost of capital; reduced access to surety bonds or bank guarantees to secure customer orders; volatility and changes in foreign currency rates; delayed timing of collections and/or decreased collectability of receivables and contract assets; and a material reduction to the values of our assets including, but not limited to, inventory, deferred tax assets, goodwill, intangibles, and property and equipment.

To date, the COVID-19 pandemic has not had, but may in the future have, an unfavorable impact on certain areas of our business. The broader implications of the COVID-19 pandemic on our business, financial condition and results of operations remain uncertain and will depend on certain developments, including the duration and severity of the COVID-19 pandemic; the availability, distribution, and effectiveness of vaccines to address the COVID-19 virus; and any change in trends on how people gather. The impact on our customers and suppliers and the range of governmental and community reactions to the pandemic are uncertain. To the extent that our customers and suppliers are adversely impacted by the COVID-19 outbreak, this could reduce the availability, or result in delays in the delivery, of materials or supplies, or delays in customer payments and orders, which in turn could materially interrupt our business operations and/or impact our liquidity. Site closures or project delays have occurred and have required increased social distancing and health-related precautions in our manufacturing facilities and many work sites, which may cause additional project delays and additional costs to be incurred. COVID-19 could disrupt our operations due to absenteeism by infected or ill employees or other employees who elect not to come to work due to the illness or due to quarantines.

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Risks Related to Our Business, OperationsFinancial Position and Financial ConditionCapital Requirements

We have incurred losses for the nine months ended March 31, 2020, the yearyears ended June 30, 20192022 and three month period ended June 30, 2018 and year ended March 31, 20182021 and there can be no assurance that we will generate net incomeincome.

For the nine monthsyears ended March 31, 2020,June 30, 2022 and 2021, we had a net loss of $10,100,651. For the year ended June 30, 2019$6,250,956 and three month period ended June 30, 2018, we had a net loss of $6,663,117 and $1,370,123,$24,434,336, respectively. There can be no assurance that our losses will not continue in the future, even if our revenues and expenditures for the products and solutions we sell and distribute increase. In addition, as of March 31, 2020, the CompanyJune 30, 2022, we had an accumulatedstockholders’ deficit of $19,571,336approximately $2,231,189 and negative working capitalcash used in operations of approximately $5,900,000.$1,178,009. These factors raise substantial doubt regarding our ability to continue as a going concern.

Ourconsolidated financial statements have been prepared assuming that we will continue historical operating results indicate substantial doubt exists related to our ability to operate as a going concern.

Our recurring

We have incurred net losses from operations and net capital deficiency raisesused significant cash in operating activities since inception, and we expect to continue to generate operating losses for the foreseeable future. As of June 30, 2022, we have an accumulated deficit of $54,182,084 and cash of $300,899. These factors raise substantial doubt about our ability to continue as a going concern. Theconcern and to satisfy our estimated liquidity needs for twelve months following the date on which we issued our consolidated audited financial statements for the nine months ended March 31, 2020, thefiscal year ended June 30, 20192022. Our consolidated audited financial statements as of and three month period ended June 30, 2018 and year ended March 31, 2018 do not include any adjustments that might result from the outcome of this uncertainty, and contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. The report of our independent registered public accounting firm for the year ended June 30, 20192022 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 three month period ended June 30, 2018 and year ended March 31, 2018 included an explanatory paragraph expressingthe 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.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 cannotcontinue to experience operating losses, and we are not able to generate the required revenues and gross marginadditional liquidity through a capital raise or other cash infusion, we might need to achieve profitabilitysecure additional sources of funds, which may or obtainmay not be available to us. If we are unable to raise additional capital in sufficient amounts or on terms acceptable terms,to us, we will needmay have to substantially revise our business planfurther scale back or cease operations and an investor could sufferdiscontinue the loss of a significant portion or all of his investment in our company.

Our Business Has Been Negatively Impacted By The Covid-19 Pandemic

With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic in the first quarter of 2020, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and business.  While our sales have not declined and in fact have increased significantly during the fourth quarter, as school systems have sought to operate remotely during this pandemic, the abilitydevelopment of our customersproduct candidates or other research and development initiatives or initiate steps to timely pay bills may be adversely impacted. Although, payments are currently being made timely, there can be no assurance that such timely payment schedules will continue. The business of our suppliers and other commercial partners, our corporate development objectives and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease.  The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which we face.cease operations.

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We have a limited operating history for which you can evaluate our business.

Prior to June 2018, our sole business and source of revenue was from the operation of the Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. In June 2018, we commenced operations in the educational products industry. We have subsequently sold the Georgetown 14 Cinemas and now our operations are solely concentrated within the educational products industry. Therefore, we have a limited history of operations in our current line of business upon which investors can evaluate our business.

We require substantial funds to operate and expand our business.business

During our fiscal year ended June 30, 2022, our operating activities used net cash of $1,178,009 and our cash was $300,899 at June 30, 2022. During the year ended June 30, 2021, our operating activities used net cash of approximately $6,316,265 and our cash was $541,591. As of June 30, 2022, our accumulated deficit totaled approximately $54,182,084 on a consolidated basis. 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 substantial funds to purchase additional inventories, and pay our accounts payable to our vendors, as well as toand build our marketing and sales staff. If we do not succeed in raising additional funds on acceptable terms, we may be unable to expand our business and could default in payment of certain ofon 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 debt 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 significant dilution. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. Our ability to raise capital through the sale of securities may be limited by the rules of the SEC and the terms of the agreements that we enter into. We currently do not have any committed sources of financing other than our accounts receivable factoring agreement, which requires us to meet certain conditions to utilize and there can be no assurance that we will meet those conditions.

We have disclosedidentified 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 relatingreporting. The material weakness relates to the fact that our accounting procedures which could adversely affect our ability to report our financial condition, resultsmanagement is relying on external consultants for purposes of operations or cash flows accurately and on a timely basis.

In connection with our assessment of internal control overpreparing its financial reporting under Section 404package; 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 Sarbanes-Oxley Act of 2002, we identified a material weakness indescribed above, management concluded that, as of June 30, 2022, our internal control over financial reporting relating to our disclosure controls and procedure. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the deficiencies we have discovered, it is reasonably possible that internal controls over financial reporting maywere not have prevented or detected errors from occurring that could have been material, either individually or in the aggregate.

We have outstanding debentures secured by a security interest in all of our assets and our failure to comply with the terms and covenants of such debentures could result in our loss of all of our assets.

We have outstanding debentures secured by a security interestin all of our assets. The debentures contain both affirmative and negative covenants. Our obligations under the debentures may be accelerated upon the occurrence of an event of default in accordance with the terms of the debentures, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties, cross-defaults related to material indebtedness, bankruptcy and insolvency related defaults, defaults relating to certain other matters. If we fail to comply with these covenants or if we fail to make certain payments under the secured loans when due, the debenture holders could declare the debentures in default. If we defaulteffective based on the debentures, the holder has the right to seize our assets that secure the debentures, which may force us to suspend all operations.criteria established in Internal Control-Integrated Framework issued by COSO (2013).

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

Pursuant to the terms of the registration rightssecurities purchase agreement that we entered into in connection with the debentures,our issuance in August 2022 of 12% promissory notes due August 31, 2023 and related warrants, we wereare required to (i) file a registration statement with respect to securities underlying the debenturesnotes and warrants within a certain time period, havethirty 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 a certain time periodninety 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. Although the registration statement has been declared effective, thereThere 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 recently acquired allintend to build our business through the acquisition of other businesses in our industry as we have done in the equity of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc. and have explored a wide range of proposed acquisitions, joint ventures and other growth ventures with other educational technology companies that have interests in related businesses or other strategic opportunities.past. The process of integrating any acquired business including Interlock Concepts, Inc. and Ehlert Solutions Group, Inc., 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:challenges.

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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 in 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.

We generate substantially all of our revenue from the sale of our interactive learning technology products and related services and any significant reduction in sales of these products or services would materially harm our business.

For the year ended June 30, 2019 and for the nine months ended March 31, 2020, we generated approximately 69% and 100% of our revenue, respectively, from sales of our interactive learning technology hardware and software products, and related installation, training, and maintenance services. Any material decrease in the demand for our products and services would significantly reduce our revenue. If any of our competitors introduces attractive alternatives to our products or services, we could experience a significant decrease in sales as customers migrate to those alternative products and services.

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.

We expect quarterly fluctuations in our revenues and operating results 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 a number ofseveral factors. Factors which could result in fluctuations in our working capital and cash flows include:

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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 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 costlow-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.

Some 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'competitors’ prices and other factors, we are often not the lowest bidder and, in such cases, may lose sales. For example, we have observed sales of tablet computers by competitors to school districts in 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 ability of their products to address the needs of customers. 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 business, financial condition, or results of operations.

If we are unable to continually enhance our products and to 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 our 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.

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We receive a significant portion of our revenues from a small number of customers and the loss of any one of these customers or failure to collect a receivable from them could adversely affect our operations and financial position.

We have two customers that accounted for approximately 69% of accounts receivable at March 31, 2020 and four customers that accounted for approximately 79% of accounts receivable at June 30, 2019.  We have two customers that accounted for approximately 43% and 33% of total revenue for the three and nine months ended March 31, 2020 and two customers that accounted for 78% and 80% of revenues for the three and nine months ended March 31, 2018.

Receivables from our customers are not secured by any type of collateral and are subject to the risk of being uncollectible. Significant deterioration in the liquidity or financial position of any of our major customers or any group of our customers could have a material adverse impact on the collectability of our accounts receivable and our future operating results. Since we receive a significant portion of our revenues from a small number of customers, the loss of any one of these customers or failure to collect a receivable from them could adversely affect our operations and financial position.

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 business effectively.

If any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if 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, as well as our ability to attract and retain skilled employees. Competition for highly skilledmanagement,skilled management, technical, research and development and other employees is intense in the high-technology industry and we may not be able to attract or retain highly qualified personnel in the future. In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of 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 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.

We depend on resellers and distributors to promote and sell our products and services.

We depend on our ability to establish and develop new relationships and to build on existing relationships with resellers and distributors through whom substantially all our sales are made. Our resellers and distributors are not our employees and therefore we have limited control over their practices. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors. These resellers and distributors also may determine to no longer sell our products and services, or may reduce efforts to sell our products and services, which could materially adversely affect our business, financial condition and results of operations. Furthermore, if our resellers' and distributors' abilities to repay their credit obligations were to deteriorate and result in the write-down or write-off of such receivables, it would negatively affect our operating results and, if significant, could materially adversely affect our business, financial condition and results of operations.

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Because our resellers and most of our distributors are not contractually required to sell our products and services exclusively and may offer competing interactive display products and services, and often do not devote their full time promoting our products and services no assurance can be given that our resellers and distributors will act in a manner that will promote the success of our products and services. Factors that are largely within the control of those resellers and distributors but are important to the success of our products and services include:

In addition, if some of our competitors were to offer their products and services to resellers and distributors on more favorable terms than or have more products and services available to meet their needs, there may be pressure on us to reduce the price of our products and services, or those resellers and distributors may stop carrying our products and services or de-emphasize the sale of our products and services in favor of the products and services of these competitors.-6-

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 total revenues on a consolidated basis for the nine months ended March 21, 2020 and the yearyears ended June 30, 20192022 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.

For the years ended June 30, 2022 and 2021, we generated a significant portion of our revenue from a limited number of customers.

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 either of these customers our business would be significantly adversely impacted.

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

We are subject to disruptions in our operations if our sole or 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, in China, 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.

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We are currently subject to market pricesFor the years ended June 30, 2022 and 2021, we had three vendors that accounted for the componentsapproximately 83% of purchases and two vendors that we purchase, which are subject to fluctuation beyond our control. An increase in the priceaccounted for approximately 75% 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.purchases, respectively.

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. There is no assurance that we will continue to find qualified manufacturers 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.

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

Since we rely on a third-party manufacturer located in China, our business is subject to the risks associated with doing business in China, including:

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.

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RelianceIn 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:

· reliance on the third parties for regulatory compliance and quality assurance;

· the possible breach of the manufacturing agreements by the third parties because of factors beyond our control or the insolvency of any of these third parties or other financial difficulties, labor unrest, natural disasters or other factors adversely affecting their ability to conduct their business; and

· possibility of termination or non-renewal of the agreements by the third parties, at a time that is costly or inconvenient for us, because of our breach of the manufacturing agreement or based on their own business priorities.

In addition, the recent outbreak of the novel strain of coronavirus has caused a widespread health crisis in several districts in China resulting in temporary work stoppage sin many affected districts. Although our manufacturer's facilities are not located in the affected districts, if the virus should spread to the districts in which our manufacturer's facilities are located, we could experience delays in manufacturing and shipments of our clinical product, which could result in clinical trial delays.  If the third-party manufacturer were to experience any prolonged disruption for our manufacturing, we could be forced to seek additional third party manufacturing contracts outside of China, thereby increasing our manufacturing costs and negatively impacting our timelines.

If our contract manufacturer or its suppliers fail to deliver the required commercial quantities of our components required for our products  and, if approved, for commercial sale, 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.components

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, and which may cause a reduction in demand.

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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 facility and multiple import and freight carriers throughout the United States. Our suppliers for original design manufacturing ("ODM") and original equipment manufacturing ("OEM") are located in the United States, China, and South Korea. 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.

Increases in component costs, longLong 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. AllAs 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 do notnor 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. Further, since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against foreign imports of certain materials. Several of the components that go into the manufacturing of our products are sourced internationally, including from China, where the United States has imposed tariffs on specified products imported there following the U.S. Trade Representative Section 301 Investigation. These tariffs have an impact on our component costs and have the potential to have an even greater impact depending on the outcome of the current trade negotiations, which have been protracted and recently resulted in increases in U.S. tariff rates on specified products from China. Increases in our component costs could have a material effect on our gross margins. 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.

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Adverse changesWe are currently subject to market prices for the components that we purchase, which are subject to fluctuation beyond our control. An increase in economicthe price of components used in our products could result in an increase in costs to our customers and political policies of the Chinese government 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, the overall economic growthCOVID-19 pandemic 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 China,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 adversely affect our business.lead to a loss of sales and revenues.

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.  China'sChina 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. WhileSince we rely on a third-party manufacturer located in China for certain of our parts, our business is subject to the Chinese economyrisks associated with doing business in China, including:

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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 experiencedimposed 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 of which may cause a reduction in demand.

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. Russia’s invasion and military attacks on Ukraine have triggered significant growthsanctions 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.” Furthermore, if the conflict between Russia and Ukraine continues for a long period of time, or if other countries, including the U.S., become further involved in the past 20 years, growth has been uneven across different regionsconflict, we could face significant adverse effects to our business and among variousfinancial condition.

The above factors, including a number of other economic sectorsand geopolitical factors both in the U.S. and abroad, could ultimately have material adverse effects on our business, financial condition, results of China.  The Chinese government has implemented various measures to encourage economic developmentoperations or cash flows, including the following:

Our facilities and guideinformation 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 allocation of resources.  SomeUnited 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 measures benefit the overall Chinese economy, butlocations, 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 negativematerial adverse effect on our business, financial condition, or results of operations.

Our Chief Executive Officer and Chief Financial Officer have significant influence over us.  For example,

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, 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.

We may experience legal claims in excess of our insurance coverage or claims that are not covered by insurance, either of which could adversely affect our business, financial condition and results of operationsoperations. 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 recall could adversely affected by government control over capital investmentsaffect 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 changes in tax regulations that are applicable to us.reliability of our products.

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Risks Related to ourOur 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 additional 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 for government agenciesother industries that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue. Our customers include primary and secondary schools, colleges, universities, 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.

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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 no 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

DefectsWe 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 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 our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.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 occurrencelegal systems of errorscertain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and defects in our productsother intellectual property protection, , which could result in loss of, or delay in, market acceptancemake it difficult for us to stop the infringement of our patents or marketing of competing products including harmin 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 brand. Correcting such errorsbusiness, our competitive position may be impaired, and failures in our products could require significant expenditure of capital by us. Our products are highly complex and sophisticated and, from time to time, have contained and may continue to contain design defects or software "bugs" or failures that are difficult to detect and correct in advance of shipping. In addition, we are rapidly developing and introducing new products, and new products may have higher rates of errors and defects than our established products. We have historically provided product warranties between one and five years, and the failure of our products to operate as described could give rise to warranty claims. The consequences of such errors, failures and other defects and claims could have a material adverse effect on our business, financial condition, results of operations, and prospects may be adversely affected.

If we fail to successfully enforce our reputation.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 themus or our customers to use the inventions that they createcreated 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 theirour patents or develop products similar to our products that are not within the scope of theirour 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 partythird-party including competitors.

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 maynotmay not protect intellectual property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable 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 divert management'smanagement’s attention from other business matters. We cannot assure that any of the issued patents or pending patent applications will provide any protectable, maintainable, or enforceable rights or competitive advantages to us.

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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:

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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 holder 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.

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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 also 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 partythird-party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management'smanagement’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.

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.

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

There can be no 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 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 "Risk Factors"“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:

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Furthermore, the stock market has recently experienced volatility that, in some cases, has been unrelated or disproportionate to the 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.

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 certain conditions are met. In addition, our senior management is entitled to certain payments upon a change in control and certain of the stock options and restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our company.

We have no intention of declaring dividends in the foreseeable future.

The decision to pay cash dividends on our common stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

The exercise or conversion of currently outstanding securitiesdebt, warrants or preferred stock would further dilute holders of our common stock.

We currently have outstanding securitiesdebt that could convert into shares of our common stock, including preferred stock that converts into shares of our common stock and debt that converts intowarrants exercisable for shares of our common stock. Our Series DF Preferred Stock convertsis convertible into twenty percent of the number of shares that are outstanding on the date of conversion and our Series E Preferred Stock converts into 1,190,476 shares of our common stock.stock at the price of $0.37 per share, subject to 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'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.

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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 certain 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 our stockholders to replace or remove our current management and limit the market price of our common stock.

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.”

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USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by Tysadco Partners.ClearThink. We will receive no proceeds from the sale of shares of common stock by Tysadco PartnersClearThink in this offering.

We may receive up to $2$5 million in gross proceeds if we issue to Tysadco PartnersClearThink 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 have from the sale of such additional shares. Our management will have broad discretion in the application of the net proceeds. We 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 of the shares issuable under the Purchase Agreement, we would not receive any proceeds from the resale of those shares by Tysadco PartnersClearThink because those shares will be sold for the account of Tysadco Partners.ClearThink.

We will incur all costs 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“Plan of Distribution."”

THE TYSADCOCLEARTHINK TRANSACTION

General

On May 31, 2020,November 7, 2022, we entered into the Purchase Agreementagreement and the Registration Rights Agreement with Tysadco Partners, which was amended and restated on July 9, 2020.ClearThink. Pursuant to the terms of the Purchase Agreement, Tysadco PartnersClearThink has agreed to purchase from us up to $2$5 million of our common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. 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 Securities Act of the shares that have been or may be issued to Tysadco PartnersClearThink 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 Tysadco PartnersClearThink under the Purchase Agreement, we may have to file one or more additional registration statements for those shares.  Pursuant to the terms of the Purchase Agreement, we issued 2,500,000500,000 Commitment Shares to Tysadco PartnersClearThink as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement.

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We may, from time to time and at our sole discretion, direct Tysadco PartnersClearThink 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. Tysadco PartnersClearThink may not assign or transfer its rights and obligations under the Purchase Agreement.

The Purchase Agreement prohibits us from directing Tysadco PartnersClearThink 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 Tysadco Partners,ClearThink, would result in Tysadco PartnersClearThink and its affiliates exceeding 4.99%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 Tysadco PartnersClearThink to purchase the lesser of $100,000$500,000 or 200%500% of the average shares traded for the 10 days prior to the closing request date, with a minimum request of $25,000.$100,000. The purchase price shall be 80% of the average of the two lowest average daily traded priceVWAPS 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 Tysadco Partners.ClearThink.

Conditions toor Obligations To Purchase

Tysadco Partners

ClearThink’s obligation to buy the shares of common stock is subject to certain conditions being met which include the following:

· The Commitment Shares having been issued;

· This registration statement having been declared effective;

· No Event of Default having occurred;

· The representations and warranties in the transaction documents being true and correct in all material respects.

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Events of Default

Events of default under the Purchase Agreement include the following:

· the effectiveness of the registration statement of which this prospectus is a part lapses for any reason (including, without limitation, the issuance of a stop order), or the registration statement of which this prospectus is a part is unavailable to Tysadco Partners for the resale of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period, but excluding a lapse or unavailability where (i) we terminate a registration statement after Tysadco Partners has confirmed in writing that all of the shares of our common stock covered thereby have been resold or (ii) we supersede one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering the shares of our common stock covered by the Purchase Agreement (provided in the case of this clause (ii) that all of the shares of our common stock covered by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);

· suspension by our principal market of our common stock from trading for a period of one business day;

·the de-listing of our common stock from the OTCQX, our principal market, provided our common stock is not immediately thereafter trading on the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Select Market, the NYSE American, the NYSE Arca, the OTC Bulletin Board, the OTCQX operated by the OTC Markets Group, Inc., or the OTC Markets Group, Inc. (or any other comparable market);-12-

·if at any time the Exchange Cap is reached and our stockholders have not approved the transactions contemplated by the Purchase Agreement in accordance with the applicable rules and regulations of the OTCQX, to the extent applicable;

·the failure for any reason by our transfer agent to issue purchase shares of our common stock to Tysadco Partners within three business days after the applicable purchase date on which Tysadco Partners is entitled to receive such shares;

·any breach of the representations, warranties, covenants or other terms or conditions contained in the Purchase Agreement or Registration Rights Agreement that has or could have a Material Adverse Effect (as defined in the Purchase Agreement) and, in the case of a breach of a covenant that is reasonably curable, that is not cured within a period of at least five business days;

·our common stock ceases to be DTC authorized and ceases to participate in the DWAC/FAST systems; and

·certain bankruptcy events, including any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us.

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Tysadco Partners

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 Tysadco Partners'ClearThink’s control, we may not direct Tysadco PartnersClearThink 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 Tysadco PartnersClearThink 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 or before OctoberMarch 31, 20202023 or we sell the entire $2.0$5 million of shares of common stock.

No Short-Selling or Hedging by Tysadco PartnersClearThink

Tysadco PartnersClearThink 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 the termination of the Purchase Agreement.

Right of First Refusal

ClearThink has the right of first refusal to any future equity lines of credit or similar investment structures 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 have been or may be issued or sold by us to Tysadco PartnersClearThink under the Purchase Agreement are expected to be freely tradable. Shares registered in this offering may be sold by us to Tysadco PartnersClearThink over a period of up to 24 months commencing on the date of this registration statement of which this prospectus is a part becomes effective. The resale by Tysadco PartnersClearThink 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 Tysadco Partners,ClearThink, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Tysadco PartnersClearThink 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 Tysadco Partners,ClearThink, after Tysadco PartnersClearThink has acquired the shares, Tysadco PartnersClearThink may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Tysadco PartnersClearThink 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 Tysadco PartnersClearThink 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 Tysadco PartnersClearThink 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 Tysadco PartnersClearThink and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Tysadco PartnersClearThink to purchase up to $2$5 million of our common stock, subject to certain limitations and exclusive of the 2,500,000500,000 Commitment Shares issued to Tysadco PartnersClearThink on the date of the Purchase Agreement. 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 Tysadco PartnersClearThink 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 Tysadco PartnersClearThink to purchase under the Purchase Agreement.

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

_______________

(1) Although the Purchase Agreement provides that we may sell up to $2$5 million of our common stock to Tysadco Partners,ClearThink, we are only registering 200,000,00010,000,000 shares (inclusive of the 2,500,000500,000 Commitment Shares issued to Tysadco Partners)ClearThink) under this prospectus, which may or may not cover all of the shares we ultimately sell to Tysadco PartnersClearThink under the Purchase Agreement. The number of registered shares to be issued as set forth in this column (i) excludes the 2,500,000500,000 Commitment Shares previously issued and registered because no proceeds will be attributable to such shares, and (ii) is without regard for the Beneficial Ownership limitation.

(2)  The denominator is based on 640,887,72724,148,956 shares outstanding as of July 7, 2020,November 16, 2022, and the number of shares set forth in the adjacent column that we would have sold to Tysadco Partners,ClearThink, assuming the average purchase price in the first column. The numerator is based on the number of shares issuable under the Purchase Agreement (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 July 9, 2020.November 14, 2022.

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Registration Rights

Pursuant to the terms of a Registration Rights Agreement entered into between us and the Selling Stockholder dated as of May 31, 2020,November 7, 2022, which was entered into in connection with the Purchase Agreement, we agreed to file a registration statement for the resale of the shares of Common Stock within 6030 days of the date of the agreement.

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 Stockholders.

SELLING STOCKHOLDER

This prospectus relates to the possible resale by the selling securityholder, Tysadco Partners,ClearThink, of shares of common stock that have been or may be issued to Tysadco PartnersClearThink 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, which we entered into with Tysadco PartnersClearThink on May 31,2020November 7, 2022 concurrently with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by Tydasco PartnersClearThink of the shares of common stock that have been or may be issued to Tydasco PartnersClearThink under the Purchase Agreement.

Tysadco Partners,

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ClearThink, as the selling securityholder, 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 Tydasco PartnersClearThink under the Purchase Agreement. The selling securityholder may sell some, all or none of its shares. We do not know how long the selling securityholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling securityholder 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“Plan of Distribution."”

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The following table presents information regarding the selling securityholder 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 securityholder, and reflects its holdings as of July 7, 2020.November 16, 2022. Neither Tysadco PartnersClearThink 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 other than a consulting agreement that we entered into with Tydasco Partners effective May 1, 2019 that expired May 1, 2020 pursuant to which Tydasco Partners was issued 52,508 shares of common stock as well as cash compensation.affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

* less than 1%

(1) Howard Davner,Jeffrey Hart, the Managing MembersMember of TydascoClearThink Capital Partners, LLC, is deemed to be beneficial owner of all of the shares of common stock owned by Tydasco Partners, LLC.ClearThink Capital Partners. Mr. DavnerHart 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. Tydasco Partners is  not a licensed broker-dealer or an affiliate of a licensed broker-dealer. The address of TydascoClearThink Capital Partners is 222210 West 80th77th 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) Represents (a) 2,500,000500,000 shares issued to Tydasco PartnersClearThink as Commitment Shares under the Purchase Agreement andwhich shares are being registered under this prospectus; (b) an additional 197,500,000prospectus. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares whichbeneficially owned prior to the offering all of the shares that ClearThink Capital Partners may be issuedrequired to purchase under the Purchase Agreement, ifbecause the issuance of such shares is solely at our discretion and when we sell sharesis subject to Tydasco Partners underconditions 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 which may or may not cover all the shares we ultimately sell to Tydasco Partners underremaining effective. Also, the Purchase Agreement depending on the purchase price per share;prohibits us from issuing and (c) 52,508selling any shares issuedof our common stock to Tydasco Partners as consulting fees pursuantClearThink Capital Partners' to the termsextent 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 consulting agreement described above.9.99% beneficial ownership cap.

(3) Based on outstanding shares of our common stock as of July 7, 2020November 16, 2022 of 640,887,72724,148,956 shares.

(4) Although the Purchase Agreement provides that we may sell up to $2,000,000$5,000,000 of our common stock to Tydasco PartnersClearThink in addition to the 2,500,000500,000 Commitment Shares that have already been issued to Tydasco Partners,ClearThink, only 200,000,0009,500,000 shares of our common stock are being offered under this prospectus that have been or may be sold by us to Tydasco PartnersClearThink 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 that includes this prospectus. Depending on the price per share at which we sell our common stock to Tydasco PartnersClearThink pursuant to the Purchase Agreement, we may need to sell to Tydasco PartnersClearThink under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $2,000,000$5,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Tydasco PartnersClearThink is dependent upon the number of shares we sell to Tydasco PartnersClearThink under the Purchase Agreement.

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(5) Assumes the sale of all shares being offered pursuant to this prospectus.

(6) Based on 33,648,956 shares of our common stock that will be outstanding after this offering (assuming the issuance after the date of this prospectus by us to ClearThink pursuant to the Purchase Agreement of all of the shares that are being offered by this prospectus).

DIVIDEND POLICY

We have never declared nor paid any cash dividends on our C-Corporation 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 Board of Directors and will be dependent upon our consolidated financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

PLAN OF DISTRIBUTION

An aggregate of up to 175,000,00010,000,000 shares of our common stock may be offered by this prospectus by Tysadco PartnersClearThink pursuant to the Purchase Agreement. The common stock may be sold or distributed from time to time by Tysadco PartnersClearThink directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, 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 offered by this prospectus could be effected in one or more of the following methods:

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1. ordinary brokers'brokers’ transactions;

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2. transactions involving cross or block trades;

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

- "at

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

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

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6. in privately negotiated transactions; or

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7. any combination of the foregoing.

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In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state's registration or qualification requirement is available and complied with.

Tysadco Partners

ClearThink is an "underwriter"“underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Tysadco Partners

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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 at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Tysadco PartnersClearThink has informed us that each such broker-dealer will receive commissions from Tysadco PartnersClearThink that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from Tysadco PartnersClearThink and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor Tysadco PartnersClearThink can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between Tysadco PartnersClearThink 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 Tysadco Partners ,ClearThink, and any other required information.

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

Tysadco Partners

ClearThink has represented to us that at no time prior to the Purchase 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 Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Tysadco PartnersClearThink 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.

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We have advised Tysadco PartnersClearThink that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes Tysadco Partners,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 purchasesmadepurchases 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 Tysadco Partners.ClearThink.

MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and planresults of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. In additionReferences in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to historical information, this“us,” “we,” “our,” and similar terms refer to Galaxy Next Generation, Inc., a Nevada corporation, and its subsidiaries. This discussion and analysis containsincludes 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 assumptions. Our actualintentions. Actual results mayand the timing of events could differ materially from those discussed below. Factorsanticipated 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 could cause or contribute to such differences include, butthese statements are not limitedguarantees 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 identified below, and thoseanticipated in the forward-looking statements as a result of certain factors discussed in the section titled "Risk Factors" included“Risk Factors” and elsewhere in this prospectus. All amountsAny 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 this reportthese 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 ina manufacturer and U.S. dollars, unless otherwise noted.

Since we completed a reverse triangular merger in June 2018, we have been a distributor of interactive learning technologytechnologies 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 productsproduct offerings include our own private-label interactive touch screen panel, our own Intercom, Bell, and Paging solution, as well as numerousan 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 manufacturers products for other nationalvendors in our industry and international brandedwhite 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 global ongoing 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 communication devices. New technologies likecreate 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 own touchscreen panels are sold alongtelephone 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 renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFiinto 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 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 more. We provideour operations were based upon our ownership of Georgetown 14 Cinemas, a multitude of services to our customers, including installation, training, and maintenance.fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, our sole business and source of revenue source was derived from FullCircle Entertainment, Inc. ("FLCE") our subsidiary'sthe operation of a cinema complex in Indianapolis, Indiana, which was sold in February 2019. In September 2019, we acquired Interlock Concepts, Inc. (Concepts)the theater, and Ehlert Solutions Group, Inc. (Solutions).

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes a discussion of our operations for the three and nine months ended March 31, 2020 and the three and nine month period ended March 31, 2019. The discussion of our operations for the three and nine months ended March 31, 2019  does not include the operations of Concepts and Solutions but includes the operationsas part of the cinema complex in Indianapolis, Indiana. The discussion of the operations for the three and nine months ended March 31, 2020 includes the operations of Concepts and Solutions since they were acquired in September 2019 but does not include the operations of the cinema complex. Accordingly, the results of operations reported for the three and nine months ended March 31, 2019 and 2020 are not comparable.

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With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic in the first quarter of 2020,merger agreement, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and business.  While our sales have not declined and in fact have increased significantly during the fourth quarter, as school systems have sought to operate remotely during this pandemic, the ability of our customers to timely pay bills may be adversely impacted. Although, payments are currently being made timely, there can be no assurance that such timely payment schedules will continue. The business of our suppliers and other commercial partners, our corporate development objectives and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease.  The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which we face.

Revenue for the quarter and year ended June 30, 2020 are expected to be significantly higher than the revenue reported for the same time periods last year. However, there can be no assurance that such revenue will continue to be achieved after the pandemic is over or that we will be able to collect amounts owed to use in a timely manner.

Recent Developments

The Purchase Agreement

On May 31, 2020, we entered into a purchase agreement, or the Purchase Agreement, and the Registration Rights Agreement with Tysadco Partners, which was amended and restated on July 9, 2020. Under the Purchase Agreement, we havehad the right to sellspinout the theater to Tysadco Partners up to $2 million in sharesthe prior shareholders of common stock, subject to certain limitations and conditions set forthFLCR. Effective February 6, 2019, we sold our interest in the Purchase Agreement. As consideration for Tysadco Partner's commitmenttheater to purchase shares of common stock pursuant to the Purchase Agreement, we issued to Tysadco Partners 2,500,000 shares of common stock, or the Commitment Shares. We did not receive any cash proceeds from the issuance of such shares. See "The Tydasco Transaction" for additional information regarding the terms of the Purchase Agreement and Registration Rights Agreement that we entered into with Tysadco partners.  There can be no assurance that we will be able to generate sufficient proceeds from the issuance of shares to Tydasco Partners to satisfyfocus our liquidity needs.resources on our technology operations.

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Purchase of Concepts and Solutions

On September 4,3, 2019, we entered into a stock purchase agreement with Concepts and Solutions.  Under the stock purchase agreement, 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 shares of common stock and a two year note payable to the seller forin the principal amount of $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future gross revenuesearnings 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-basedArizona-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 north-westnorthwest United States. Solutions and Concepts'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.

Private Placement

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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 shares after reverse split) of common stock to the termsseller 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.

The financial statements after the completion of the merger and acquisition include the consolidated assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Interlock Concepts, Inc., Ehlert Solutions Group, Inc. and Classroom Tech referred to collectively as the “Company”).

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

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

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.

Recent Events

On August 31, 2022, we entered into a Securities Purchase Agreement initially dated as of October 28, 2019 and amended and restated as of November 25, 2019 (the "Securities“Securities Purchase Agreement"Agreement”), with an investor pursuant to which we issued and sold a convertible debenture (the "Convertible Debenture") to an investor12% promissory note in the aggregate principal amount of $1,000,000 that is convertible into$900,000 (the “Note”) for net proceeds of $765,000, together with a warrant (the “Warrant”) to purchase 1,000,000 shares of our common stock (the “Warrant Shares”) and an agreement to issue 3,000,000 shares of our common stock to the investor as commitment fee shares (the “Commitment Fee Shares”) in respect of a $450,000 commitment fee.  We applied $400,000 of the proceeds from the sale of the Note and the Warrant to repay principal and interest obligations accrued under a 12% Promissory Note, dated June 21, 2022, issued by us in the principal amount of $600,000 to the investor.

The Note bears interest at 12% per annum and is due and payable on August 31, 2023 (the “Maturity Date”). Any amount of principal or interest on the Note which bearsis not paid when due will bear default interest at the rate of 8.0%the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law. In the event we receive gross proceeds of at least $5,000,000 in connection with any debt or equity financing, we have agreed to apply a portion of the proceeds from such financing to repay the Note in full.

The Note is convertible in the event of a default into our common stock at a conversion price (the “Conversion Price”) equal to the lowest trading price (i) during the previous twenty (20) trading day period ending on the date of issuance of the Note, or (ii) during the previous twenty (20) trading day period ending on the conversion date. If in the case that maturesour common stock is not deliverable by DWAC, an additional 10% discount will apply for all future conversions until DWAC delivery becomes available. If in the case that our common stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount will apply for all future conversions under all Note until such chill is lifted. Additionally, if we cease to be an Exchange Act reporting company or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the issue date (other than as a result of the holder’s status as our affiliate), an additional 15% discount will be attributed to the conversion price. If we fail to maintain its status as “DTC Eligible” for any reason, the principal amount of the Note will increase by $5,000 and the conversion price will be redefined to mean 70% multiplied by the market price of the common stock.

So long as the Note is outstanding, upon any issuance by us or any of our subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the holder of the Note, then we  shall notify the holder of such additional or more favorable term and such term, at holder’s option, will become a part of the transaction documents with the holder. If while the Note is outstanding a third-party has the right to convert monies owed into common stock at a discount to market greater than the Conversion Price in effect at that time (before all other applicable adjustments in the Note), then the holder, in holder’s sole discretion, may utilize such greater discount percentage. In no event will the holder be entitled to convert any portion of the Note in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock.

So long as we have any obligation under the Note, we may not, without the holder’s written consent, create, incur, assume guarantee, or otherwise become liable upon the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on November 25, 2020,the date the Note was issued and of which the Company has informed holder, (b) indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay the Note, or (d) borrowings which are expressly subordinated to the Note.

Upon the occurrence of certain events of default specified in the Note, such as a failure to honor a conversion request, failure to maintain our listing or our failure to comply with our obligations under the Exchange Act, 200% of all amounts owed to holder under the Note, including default interest if any, shall then become due and payable. Upon the occurrence of other events of default specified in the Note, such as a breach of our representations or covenants or the failure to register the Commitment Fee Shares as required by the Securities Purchase Agreement or the Warrant Shares as required by the Warrant, all amounts owed to holder under the Note, including default interest if any, shall then become due and payable. Further, if we fail to maintain our listing, fail to comply with its obligations under the Exchange Act or lose the “bid” price for our common stock for a period of five (5) days after written notice thereof to us, after the nine-month anniversary of the Note, then the principal amount of the Note will increase by $15,000 and the holder shall be entitled to use the lowest trading price during the delinquency period as a base price for the conversion and the conversion price shall be redefined to mean forty percent (40%) multiplied by the market price of the common stock.

The Warrant is exercisable, commencing on the earlier of (i) the date that is one hundred eighty-one (181) calendar days after its issuance date or (ii) the date that we consummate an Uplist Offering (as defined in this Warrant), for a period of five years at an initial exercise price of $.01, subject to adjustment for stock splits, stock dividends or similar event, provided, however, that if we consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after the issuance date, then the exercise price will equal the lower of (i) offering price per share of common stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made or (ii) the exercise price of any warrant(s) issued by us in connection with the Uplist Offering. If while the Warrant is outstanding, we issue or sell, or are deemed to have issued or sold, any warrant or option to purchase common stock and/or common stock equivalents other than in connection with an exempt issuance (as defined), with a purchase price per share less than the exercise price in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the exercise price then in effect will be reduced to an amount equal to the new issuance price. In the event the Company fails to timely file a registration statement for the shares issuable upon exercise of the Warrant the Warrant may be extendedexercised on a cashless basis. In no event will the holder be entitled to exercise any portion of the Warrant in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock.

We agreed to include the shares exercisable upon exercise of the Warrant and the Commitment Fee Shares in a registration statement filed by us no later than the date that is thirty (30) days following the later of (i) the consummation of the Uplist Offering, or (ii) the Maturity Date, and to cause the registration statement to be declared effective within ninety (90) days of its filing.

The Securities Purchase Agreement provides that if we issue any shares of common stock at a price per share of less than $0.15 during the optionperiod beginning on the date which is the six (6) month anniversary of the closing date (the “Adjustment Period”), we will issue to investor additional Commitment Fee Shares such that the price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Securities Purchase Agreement further provides that the investor may elect during the Adjustment Period to provide us with a reconciliation statement showing the net proceeds actually received from the sale of the Commitment Fee Shares (the “Sale Reconciliation”). If, as of the date of the delivery by investor of the Sale Reconciliation, the investor has not realized net proceeds from the sale of such Commitment Fee Shares equal to at least the Commitment Fee, then the Company is obligated to pay, within five (5) business days, the applicable shortfall amount in cash or immediately take all required action necessary to cause the issuance of additional shares of common stock to the investor in an amount sufficient such that, when sold and the event that,net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and for so long as, an Event of Default (as defined insold Commitment Fee Shares, the Convertible Debenture)investor will have occurred andreceived total net funds equal to the Commitment Fee. The Securities Purchase Agreement provides that the Commitment Fee Shares shall be continuing on the maturity date. The Convertible Debenture was issued with a 7.0% original issue discount, resulting in net proceeds to us of $930,000. As part of the issuance of the Convertible Debenture, we issued to the investor 500,000 sharesupon the earlier of: (i) the consummation of common stock.the Uplist Offering, (ii) August 31, 2023, or (iii) the repayment in full of the Company’s obligations under the Note.

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Critical Accounting Policies and Estimates

Management's

Management’s Discussion and Analysis discusses our condensed consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.States Generally Accepted Accounting Principles (U.S. GAAP). The preparation of these condensed 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.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements.

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Revenue recognition

Theater Ticket Sales and Concessions

Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card atWe recognize revenue to depict the pointtransfer of sale. Revenues from ticket sales and concessions ended on February 6, 2019 when this segment was sold.

Interactive Panels and Related Products

We derive revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, including maintenance services and/or an extended warranty). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the pricepromised goods to the customer is fixed, and (4) collectability is reasonably assured.

Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase orderin an amount the reflects the consideration to provide our interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. We have determined that our multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a

stand-alone basis. Our products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents our best estimate of selling price.

The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to us who perform installation services on a stand-alone basis.

We sell equipment with embedded software to our customers. The embedded software is not sold separately and it is not a significant focus of our marketing effort. We do not provide post-contract customer support specific to the software or incur significant costs that are within the scope of Financial Accounting Standards Board ("FASB") guidance on accounting for softwarewe expect to be leased or sold. Additionally,entitled in exchange for those goods in accordance with the functionality that the software provides is marketed as partprovisions of the overall product. The software embedded in the equipment is incidental to the equipment as a whole.

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Deferred revenue consists of customer deposits and advance billings of our products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by us associatedASC 606, “Revenue from Contracts with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes.Customers.”

Because of the nature and quality of our products, we provide for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. (See "Product Warranty".)

Stock Compensation

We recordsrecord stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method.718. ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. We, from time to time, may issue common stock to acquire services or goods from non-employees. Common stock issued to persons other than employees or directors are recorded on the basis of their fair value.

Business Combinations

We account for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.

Concurrent with the acquisition of Concepts and Solutions on September 4, 2019, we applied pushdown accounting. Pushdown accounting refers to the use of the acquirer's basis in the preparation of the acquiree's separate financial statements as the new basis of accounting for the acquiree.

Goodwill

Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business.

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At each fiscal year-end, we perform an analysis of goodwill.  We may assess our goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit'sunit’s carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit.

If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within our consolidated statements of operations.

Our management determined that a triggering event to assess goodwill impairment occurred during the three months ended March 31, 2020 due to the separation of a key executive associated with the acquisition of Concepts and Solutions. While there was no single determinative event, the consideration in totality of several factors that developed during the third quarter of 2020 led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of that acquisition were below their carrying amounts. These factors included: a) former key executive separating from us; b) respective former key executive violating his noncompete changing the use and value of it; c) sustained decrease in our share price which reduced market capitalization; and d) uncertainty in the United States and global economies beginning in March and continuing through May 2020 due to COVID-19. As a result of the interim impairment test, the unaudited results for the third quarter of 2020 included non-cash impairment losses of approximately $2,000,000, including $800,287 related to goodwill and $1,200,000 related to finite-lived intangible assets.

Intangible Assets

Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-linestraight- line basis over periods ranging from two to fivesix years, representing the period over which we expect to receive future economic benefits from these assets.

As noted above, management determined certain intangible assets were impaired during

Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted

For a description of recent accounting pronouncements, including the three months ended March 31, 2020.

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Product Warranty

We generally warrantexpected dates of adoption and estimated effects, if any, on our product against certain manufacturing and other defects. These product warranties are provided for specific periods of time, depending on the nature of the product, the geographic location of its sales and other factors. The accrued warranty costs are based primarily on historical experience of actual warranty claims as well as current information on repair costs.

Derivative Liabilities

We generally do not use derivative financial instruments to hedge exposures to cash flow or market risks.  However, certain other financial instruments, such as warrants and embedded conversion features on convertible debt, are classified as derivative liabilities due to protection provisions within the agreements.  Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period.  We account for derivative instruments and debt instruments in accordance with ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU is intended to improve the reporting of leasing transactions to provide users ofaudited consolidated financial statements with more decision-useful information. This ASU will require organizations that lease assetsNote 1, “Summary of Significant Accounting Policies” to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, using a modified retrospective approach. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.  

In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718). This ASU requires that an entity measure and classify share based payment awards granted to a customer by applying the guidance in Topic 718.  The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The amendmentsstatements in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.prospectus.

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In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU provides amendments to Topic 326 related to estimating and measuring credit losses. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. This ASU provides amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of the measurement uncertainty that should be applied. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

Results of Operations for the Nine MonthsYears Ended March 31, 2020June 30, 2022 and 20192021

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 Three Months ended March 31, 2020 and March 31, 2019periods indicated.

Revenue

Total revenues recognized were $349,247$3,941,832 and $348,723$3,773,605 for the three monthsyears ended March 31, 2020June 30, 2022 and 2019,2021, respectively, an increase of 0.2%. Total revenues recognized were $1,850,673 and $1,717,353 for the nine months ended March 31, 2020 and 2019, respectively, an increase of 8%4%. Additionally, deferred revenue amounted to $926,358$175,436 and $247,007$453,862 as of March 31, 2020 and June 30, 2019,2022 and 2021, respectively. There were no revenues during the three and nine months ended March 31, 2020 from our entertainment segment which was sold in February 2019. Revenues during the threeyears ended June 30, 2022 and nine months ended March 20202021 substantially consisted of revenues from sales of technology interactive panels and related products.products, bell paging and intercom system installations, and audio amplification OEM sales.  Revenues increased overduring the three and nine monthsyear ended March 31, 2020June 30, 2022 due to the increases in the customer base for interactive panels and relatedour products, partially as a result of the pandemic, as well as additional revenues received through Concepts and Solutions, which were acquired in September 2019, offset by the decrease in entertainment revenue resulting from the sale of FLCE in February 2019. (See Purchase of Concepts and Solutions).our OEM channel.

Cost of Sales and Gross Profit Summary

Our cost of sales was $130,614$3,387,490 and $285,148$2,077,342 for the three monthsyears ended March 31, 2020June 30, 2022 and 2019,2021, respectively, a decreasean increase of approximately 54%. Our cost of sales was $1,116,398 and $1,165,711 for the nine months ended March 31, 2020 and 2019, respectively, a decrease of approximately 4%63%. Cost of sales for the threeyears ended June 30, 2022 and nine months ended March 31, 20202021 consists primarily of manufacturing, freight, amortization of capitalized development costs, delivery and installation costs. There was no cost of sales for the three and nine months ended March 31, 2020 associated with the entertainment segment. There are no significant overhead costs which impact cost of sales.  Cost of salesinstallation. Gross profit decreased from the three and nine months ended March 31, 2020 due to amortization of capitalized development costs associated with higher revenues generated from technology and interactive panels offset by the fact that there was no cost of sales related to the entertainment segment during the threeincreased costs for freight and nine months ended March 31, 2020delivery. In addition, we reduced pricing on certain products due to competition and our product mix changed to lower margin items in the sale of FLCE. (See Purchase of Concepts and Solutions).current year. Our gross profit as a percentage of total revenues was 63%14% and 18%45% for the three monthsyears ended March 31, 2020June 30, 2022 and 2019, respectively, and 40% and 32% for the nine months ended March 31, 2020 and 2019,2021, respectively.

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General and Administrative

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

Total general and administrative expenses (including stock compensation expenses) were $3,710,680$5,281,293 and $2,043,181$7,868,529 for the three monthsyears ended March 31, 2020June 30, 2022 and 2019,2021, respectively, an increasea decrease of 82%approximately 33%. General and administrative expenses were $8,319,900 and $4,408,951 for the nine monthsyears ended March 31, 2020June 30, 2022 and 2019, respectively an increase of 89%.  General and administrative expensesJune 30, 2021 consist primarily of salaries and stock compensation expense, officeissued for consulting services and donation expenses, insurance, rent, marketing, travel, expense, amortization, expense, impairment charges and professional fees. Of this amount, $48,034$172,852 and $2,055,726$2,778,550 represent stock issued for consulting feesservices and employee compensation paid through the issuance of stock,donations, which did not impact cash, for the threeyears ended June 30, 2022 and nine months ended March 31, 2020,2021, respectively. There

The decrease was no stock compensation or stock issueddue to the increase in costs capitalized for services during the threeproduct development, and nine months ended March 31, 2019. Additionally, amortizationreductions of intangible assets for the three and nine months ended March 31, 2020 totaled $278,750 and $536,000, which did not impact cash. There was no amortization of intangibles during the three and nine months ended March 31, 2019.

Management of the Company determined that a triggering event to assess the impairment of goodwill and intangiblescosts associated with the acquisition of Conceptsremote and Solutions occurred during the third quarter of 2020.  While there was no single determinative event, the consideration in totality of several factors that developed during this quarter led management to conclude that it was more likely than not that the fair values of certain intangible assetsvirtual tradeshows, professional fees and goodwill acquired as part of the acquisition were below their carrying amounts.  As a result of the assessment, we recorded non-cash impairment charges to write-down the carrying values of our intangible assets to their fair valuesother cost savings strategies implemented by $1,200,000. In addition, we recognized goodwill impairment charges of approximately $800,287 to write-down the carrying value of the goodwill acquired through the acquisition to its fair value. These impairment charges are more fully described in Note 1, 5 and 12 to the accompanying condensed consolidated financial statements.management.  

When excluding the non-cash impairment charge taken during the three month period ended March 31, 2020, general and administrative expenses decreased to $1,743,768 from $2,043,181 for the three months ended March 31, 2020 and 2019, respectively, a decrease of 15%. This is directly related to saving money when we can during our growth and the desire to take advantage of market opportunities for less expensive services.

Interest Expense-17-

Other Income (Expense)

Interest expense amounted to $1,860,498$1,139,240 and $100,893$8,254,333 for the three monthsyears ended March 31, 2020June 30, 2022 and 2019, respectively, and $3,822,927 and $163,2582021, respectively. Interest expense related to the equity purchase agreement decreased to $2,143,500 for the nine monthsyear ended March 31, 2020 and 2019.June 30, 2022 as compared to $8,462,297 for the year ended June 30, 2021. The increasedecrease in interest expense was due to the increase inexpiration of our debt.  During the three monthsequity purchase agreement and nine months ended March 31, 2020, we amortized $91,338 and $247,794a reduction of debt discounts to interest expense, respectively. During the three months and nine months ended March 31, 2019, we amortized $40,578 and $45,022 to interest expense, respectively.notes payable.

During the threeyears ended June 30, 2022 and nine months ended March 31, 2020, the Company2021, we amortized $603,852$91,143 and $1,412,705$382,436 of original issue debt discount on derivative instrumentsnotes payable to interest accretion, respectively.  No debt discounts were amortized or accreted during the three and nine months ended March 31, 2019.accretion.

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Other Income (Expense)

The outstanding warrants and conversion features in convertible notes meet the definition of a derivative liability instrument because the exercise price of the warrants and the conversion rates are variable. As a result, the outstanding warrants and conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the change in fair value charged or credited to income. A derivative liability of $179,013 and $1,025,944 is recorded at March 31, 2020 and June 30, 2019. A change in fair value of the derivative instruments was accreted by $695,300 and $1,326,957 during the three and nine months ended March 31, 2020, respectively, due to the change in our stock price. There were no outstanding derivative liability instruments during the three month or nine months ended March 31, 2019, and therefore no change in fair value was recognized for that period. These amounts do not impact cash.

Net Loss for the Period

As a result of the foregoing, net loss incurred for the three monthsyears ended March 31, 2020June 30, 2022 and 20192021 was $5,261,097$6,250,956 and $1,983,028,$24,434,336, respectively, an increasea decrease of 165%. Net loss incurred for the nine months ended March 31, 2020 and 2019 was $10,100,651 and $3,869,278, respectively, an increase of 161%74%. Noncash contributing factors for the net loss incurred for the threeyears ended June 30, 2022 and nine months ended March 31, 20202021 is as follows:

a) $48,034$172,852 and $2,055,726 represent$2,778,550 representing stock issued for consulting feesservices and employee compensation paid through the issuance of stockdonation expenses for the threeyears ended June 30, 2022 and nine months ended March 31, 2020, respectively; 2021, respectively.

b) amortization of intangible assets and capitalized development costs for the threeyears ended June 30, 2022 and nine months ended March 31, 20202021 totaling $278,750$525,307 and $536,000;$474,635, respectively; and

c) impairment charges taken of $2,000,287$195,346 and $0 on acquired assets for the three and nine months ended March 31, 2020.

Results of Operations for the Year Ended June 30, 2019 and Three Month Periodyears ended June 30, 20182022 and Year ended March 31, 20182021.

Technology:

Revenues recognized were $1,292,353 for the year ended June 30, 2019. Additionally, deferred revenue amounted to $247,007 as of June 30, 2019. Revenues increased from the three months ending June 30, 2018, because this was the first complete year of our current operations as a learning technology manufacturer.

Revenues recognized were $172,754 for the three months ended June 30, 2018. Additionally, deferred revenue amounted to $219,820 as of June 30, 2018. Revenues decreased from the year ended March 31, 2018 due to a combination of change in fiscal year-end and transitioning from a distributor of interactive panels to a manufacturer of interactive panels.

Revenues recognized were $2,319,488 for the year ended March 31, 2018, when the Company was primarily a distributor of interactive panels.

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Theater:

Revenues were $589,705 for the period from July 1, 2018 through February 6, 2019. Revenues fluctuate based on attendance by customers which fluctuates based on viewing options, however, the increase as compared to the three months ending June 30, 2018 is because this was approximately an eight month period of operations.

Revenues were $34,946 for the period from acquisition on June 22, 2018 to June 30, 2018. Revenues fluctuate based on attendance by customers. Attendance at the theater fluctuates based on viewing options.

There were no revenues for the theater during the year ended March 31, 2018.

Cost of Revenue and Gross Profit Summary

Technology:

Our cost of revenue was $1,545,093 for the year ended June 30, 2019 consisting primarily of manufacturing, freight, warranty and installation costs. There are no significant overhead costs which impact cost of revenue.

Our gross margin percentage was -19.6% for the year ended June 30, 2019.

Our cost of revenue was $171,304 for the three months ended June 30, 2018 consisting primarily of manufacturing, freight, and installation costs. There are no significant overhead costs which impact cost of revenue. Our gross margin was -6% for the period ended June 30, 2018, excluding office supplies.

Our cost of revenue was $1,893,109 for the year ended March 31, 2018 consisting primarily of distribution, freight, and installation costs. There are no significant overhead costs which impact cost of revenue. Our gross margin was 19% for the year ended March 31, 2018, excluding office supplies.

Theater:

Our cost of revenue was $221,238 for the period from July 1, 2018 through February 6, 2019.  Cost of revenues represent film rental costs and concession food costs primarily.

Our gross margin percentage was 62.5% for the period from July 1, 2018 through February 6, 2019.

Our cost of revenue was $6,804 for the period from acquisition on June 22, 2018 to June 30, 2018. Cost of revenues represent film rental costs and concession food costs primarily. Our gross margin percentage was 81% for the period from acquisition on June 22, 2018 to June 30, 2018.

There were no costs of revenue for the theater during the year ended March 31, 2018.

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Operating Expenses Summary

Technology

Sales and Marketing

Sales and marketing expenses were $42,991 for the year ended June 30, 2019. Sales and marketing expenses were $30,614 for the three months ended June 30, 2018. Sales and marketing expenses were $41,883 for the year ended March 31, 2018. Such expenses consist primarily of advertising expenses and presentations at technology trade shows and are included in total general and administrative expenses. The Company is making efforts to develop new technology and to market that technology through advertising.

General and Administrative

General and administrative expenses were $5,408,917 for the year ended June 30, 2019 consisting primarily of salary expense, office rent, insurance premiums, and professional fees. Of this amount, $2,416,934 of consulting fees and employee compensation were paid through the issue of stock, which did not impact the Company's cash.

General and administrative expenses were $1,364,124 for the three months ended June 30, 2018, which include sales and marketing expenses of $30,614 and stock issued for compensation and services of $645,200.

General and administrative expenses were $1,574,808 for the year ended March 31, 2018, which include sales and marketing expenses of $41,883.

General and administrative expenses consist primarily of salary expense, office rent, insurance premiums, and professional fees.

Interest Expense

Interest expenses amounted to $292,391 for the year ended June 30, 2019. During the year ended June 30, 2019, the Company amortized $89,279 of debt discounts to interest expense. Significant noncash transactions involving interest expense during the year ended June 30, 2019 included prepayment penalty interest of $134,461 due to the advance repayment of two convertible notes.

During the year ended June 30, 2019, the Company amortized $644,055 of original issue discount on derivative instruments to interest accretion.

Interest expense amounted to $9,458 for the three months ended June 30, 2018.

Interest expense amounted to $40,235 for the year ended March 31, 2018.

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Other Income and Expense

The outstanding warrants and conversion features in convertible notes meet the definition of a derivative liability instrument because the exercise price of the warrants and the conversion rates are variable.  As a result, the outstanding warrants and conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value charged or credited to income.  A derivative liability of $1,025,944 is recorded at June 30, 2019 and a change in fair value of the derivative warrant liability from inception to June 30, 2019 of $89,198 was incurred.  In addition, the initial fair value of the derivative instruments was accreted by $644,055 during the year ended June 30, 2019.  These amounts do not impact cash.

There were no expenses related to convertible notes payable and warrants during the three months ended June 30, 2018 and year ended March 31, 2018.

Net Loss for the Period

As a result of the foregoing, net loss incurred for the period ended June 30, 2019 was $6,629,669.

As a result of the foregoing, net loss incurred for the three months ended June 30, 2018 was $1,367,195.

As a result of the foregoing, net loss incurred for the year ended March 31, 2018 was $1,177,925

Theater

General and Administrative

General and administrative expenses for the period from July 1, 2018 through February 6, 2019 was $427,620.

General and administrative expenses during the period from acquisition on June 22, 2018 to June 30, 2018 was $7,404. There were no general and administrative expenses for the theater during the year ended March 31, 2018. General and administrative expenses consist primarily of salary expense, general overhead, depreciation and professional fees.

Interest Expense

Interest expense was $41,460 for the period from July 1, 2018 through February 6, 2019. Interest expense was $23,666 for the period from acquisition on June 22, 2018 to June 30, 2018. There was no interest expense related to the theater during the year ended March 31, 2018. Interest expense is primarily related to the mortgage on the theater building.

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Net Loss for the Period

As a result of the foregoing, net loss for the period from July 1, 2018 through February 6, 2019 was $33,448.

As a result of the foregoing, net loss for the period from acquisition on June 22, 2018 to June 30, 2018 was $2,928.

There was no net income or loss for the theater during the year ended March 31, 2018.

Off-Balance Sheet Arrangements

Other than office leaseour commitments discussed in Note 6 and commitments discussed in Note 710 to our audited financial statements for the yearyears ended June 30, 2019,2022 and 2021, we did not have any off-balance sheet arrangements as of June 30, 2019.arrangements.

Liquidity and Capital Resources

Since the merger in June 2018,

To date our revenues generated from operations have been insufficient to support our operational activities and have been supplemented by the proceeds from the issuance of securities, including equity and debt issuances. As stated in Note 14 toof the notes to the condensed consolidated financial statements included in our Quarterly report on Form 10-Q for the quarter ended March 31, 2020,this prospectus, our ability to continue as a going concern is dependent upon management'smanagement’s ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. 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. 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 lineaccounts receivable factoring agreement and the purchase agreement with ClearThink, each of credit which hasrequires us to meet certain conditions to be met for useutilize. During the years ended June 30, 2022 and which has little remaining availability2021, we raised $500,000 from the sale of 500,000 shares of our common stock under a purchase agreement with an investor and $5,073,438 from the sale of 3,279,693 shares of our common stock under the Amended and Restated Equity Purchase Agreement whichwith Tysadco Partners LLC. In addition, during the year ended June 30, 2022, we received proceeds of $2,490,500 from the issuance of notes. There can be no assurance that we will meet all or any of the requirements pursuant to our accounts receivable factoring agreement, and therefore the financing option may be unableunavailable to meet the conditions for use or access the full amount.us. 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, including price.terms.

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Our cash totaled $194,702$300,899 at March 31, 2020,June 30, 2022, as compared with $169,430$541,591 at June 30, 2019, an increase2021, a decrease of $25,272.44%. Net cash of $7,438,550$1,178,009 was used byin operations for the nine month periodyear ended March 31, 2020.June 30, 2022. Net cash of $2,950,282$6,316,265 was provided fromused in operations for the year ended June 30, 2021. Net cash of $763,013 was used in investing activities for the nine month periodyear ended March 31, 2020.June 30, 2022. Net cash of $4,513,540$1,700,330 was provided fromby financing activities for the nine month periodyear ended March 31, 2020, primarily dueJune 30, 2022. The majority of this cash was used in the investment of product for orders already received to proceedsstay 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 notes payable.and nonconvertible notes.

Total current liabilities of $7,609,301amounted to $6,796,581 and $6,395,904$8,760,482 as of March 31, 2020 and June 30, 2019,2022 and 2021, respectively, primarily consists of borrowings under a line of credit, convertible notes payable, related party notes payable and a line of credit, derivative liability, accrued expensesaccounts payable, and accounts payable.deferred revenue.

To implement our business plan, we may require additional financing. Additional financing may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable 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 operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

Our outstanding long term note obligations as of March 31, 2020 and June 30, 2019 was as follows:

Long Term Notes Payable

The Company's long-term notes payable obligations to unrelated parties are as follows at:

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Future minimum principal payments on the long-term notes payable to unrelated parties are as follows

Our convertible notes payable as ofMarch 31, 2020-18-

Non-GAAP Disclosure

Net loss less stock compensation, and June 30, 2019 was as follows:

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Convertible Notes Payable

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Convertible Notes Payable

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Convertible Notes Payable

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general and administrative expense, less stock compensation and impairment expenses, noted below, are non-GAAP measures and do not have standardized definitions under GAAP. The original issue discount is being amortized over the termstables below provide a reconciliation of the convertible notes using the effective interest method. During the three and nine months ended March 31, 2020, the Company amortized $91,338 and $247,794, respectively, of debt discounts to interest expense and $603,852 and $1,412,705, respectively, to interest accretion. During the three and nine months ended March 31, 2019, the Company amortized $40,578 and $45,022, respectively, of debt discounts to interest expense.

Convertible notes are subordinate to the bank debt of the Company.

Accrued but unpaid interest on the notes is convertible by the lender into, and payable by the Company in shares of common stock at a price per common share equalnon-GAAP financial measures, presented herein, to the most recent closing pricedirectly 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 Company's shares of common stock priorbusiness. The non-GAAP financial measures should not be considered superior to, the delivery to the Company of a request to convert interest, or the due date of interest, as applicable. Interest, when due, is payable either in cash or shares of common stock.

The conversion features meet the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the "fixed-for-fixed" criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair valuesubstitute for, or as an alternative to, and marked-to-market each periodshould be considered in conjunction with, the changes in fair value each period charged or credited to other income (expense).

Off-Balance Sheet Arrangements

Other than commitments discussed in Notes 10 and 11 to our condensed consolidatedGAAP financial statements, we do not have any off-balance sheet arrangements as of March 31, 2020.measures presented.

BUSINESS

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, and school PApublic address (“PA”) and Intercom products, and emergency communication applications creating a full line card offering for classrooms to our channel partners. Our productsproduct offerings include our own private-label interactive touch screen panel, our own Intercom, Bell, and Paging solution, as well as numerous other nationalan audio amplification line of products that is currently supported by both direct sales and international branded peripheral and communication devices. New technologies like our own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. We provide a multitude of services to our customers, including installation, training, and maintenance.

In 2017, we secured a contract with a largethrough original equipment manufacturer of interactive flat panels that would allow for a new panel to be brought to the United States market, which far exceeds the current market expectations. These panels are fully connected displays that provide "tablet like" functionality for the classroom. Teachers and students can interact with content, simultaneously write and draw on the surface, or mirror classroom table activities in a fully engaged and collaborative environment. These panels are available in sizes ranging from 55" to 70" in the 1080P high definition range and from 75" to 98" for the 4K ultra high definition panel. The panels can be wall mounted in a static position or offered as either a fixed or mobile height adjustable option, all with built in speakers.

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Our current(“OEM”) relationships. Out distribution channel consists of 30a direct sales model, as well as approximately 44 resellers across the United States whoU.S. that primarily sell our productthe products offered by us within the commercial and educational market. While weWe do not control where ourthe resellers focus their efforts, based on experience,reselling efforts; however, the kindergarten through 12th gradeK-12 education market is the largest customer base for the product,our products comprising nearly 90% of all purchases.our sales. In addition, we possess our own resell channel that sells directly toOEM division manufacturers products for other vendors in our industry and white labels the Southeast region of the United States.products under other brands.

We believe the market space for interactive technology in the classroom is a perpetual highway of business opportunity.opportunity, especially in light of the global ongoing 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 thea 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.

On June 22, 2018,

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 consummated a reverse triangular merger whereby Galaxy merged with and into FullCircle Registry, Inc.'s (FLCR) newly formed subsidiary, Galaxy MS, Inc. (Galaxy MSwill not assert, to the fullest extent under applicable law, our rights or Merger Sub), which was formed specifically for the transaction. Under the termsrights of the merger, Galaxy's shareholders transferred all their outstanding sharesapplicable licensor to these trademarks and trade names. We do not intend our use or display of common stockother companies’ trade names or trademarks to Galaxy MS, in return for FLCR's Series C Preferred Shares, which were equivalent to approximately 3,065,000,000 sharesimply a relationship with, or endorsement or sponsorship of the common stock of FLCR on a pre-reverse stock split basis. This represents approximately 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata;us by, any other companies.

Industry Background and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata. FLCR is an over-the-counter public company traded under the stock symbol FLCR. FLCR owns Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, its sole business and source of revenue was from the operation of the theater, and as part of the merger agreement, the parties have 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 its resources in its technology operations. This filing includes our consolidated financial statements forTrends

Over the years, ended June 30, 2019 and March 31, 2018 and three month period ended June 30, 2018 which presents the full year of operations for the technology segment and approximately eight months of activity for the entertainment segment.

Recent Developments

Purchase of Concepts and Solutions

On September 4, 2019, we entered into a stock purchase agreement with Concepts and Solutions.  Under the stock purchase agreement, we acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of our common stock and we issued to Concepts and Solutions three notes payable in the aggregate principal amount of  $3,000,000. The notes payable issued to the seller are 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.

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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 north-west 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.

Our Markets

The global education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively provide information to educate students and other users. In the United States, which is our primary market, we sell and distribute interactive educational products for K-12 to both public and private schools. The K-12 education sector represents one of the largest industry segments. The sector is comprised of approximately 15,600 public school districts across the 50 states and 132,000 public and private elementary and secondary schools. In addition to its size, the U.S. K-12 education market is highly decentralized and is characterized by complex content adoption processes. We believe this market structure underscores the importance of scale and industry relationships and the need for broad, diverse coverage across states, districts and schools. Even while we believe certain initiatives in the education sector, such as the Common Core State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.

According to "All Global Market Education & Learning", an industry publication, the market for hardware products is growing due to increases in the use ofevolved significantly from interactive whiteboards and simulation-based learning hardware. Educational institutions have becomeother analog type classroom technologies to high-definition displays and collaboration software. In the mid-2000s, schools began to adopt interactive whiteboard type technology to assist in increasing student engagement and give teachers tools that were more receptiveamenable to the implementation of hi-techway our students were learning. This evolution continues to move towards learning tools. The advent of technology in the classroom has enabled multi-modal training and varying curricula. In general, technology based tools help develop student performance when integrated with the curriculum. The constant progression of technology in education has helped educators to create classroom experiencesenvironments that are interactive, developedflexible, collaborative, and collaborative.motivating for our digital natives.

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Business environment and trends

The educational technology market is currently experiencing substantial growth due to government mandates for improving the education results in the United States. Education, governments, corporations, and individuals are recognizing the growing need to utilize technology for more effective delivery of information to educate end users. Today, most classrooms are equipped with some type of smart board technology but given the ever-changing nature of technology, previous investments are becoming obsolete. It is believed that 96% of United States classrooms have a need to update their technology.

There are approximately 132,000 primary and secondary schools and 7,000 higher education entities in the United States. The industry has several hundred technology resellers, selling a variety of products, already selling intoto these entities directly. Our goal is to target the resellers to gain market share growth in the education technology market. With the global spread of the COVID-19 pandemic, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and business. While our sales have not declined and have increased as school systems have sought to expand their ability to operate remotely during this pandemic, we have experienced supply chain delays.

Description of Business

We are engaged in a full range of activities: marketing and sales, engineering and product design and development, manufacturing, and distributing. We are a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. 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 and school PA and Intercom products, creating a full line card offering for classrooms to our channel partners.

Marketing and Sales. Our sales force is comprised of direct sales staff and resellers located throughout the United States supporting all customer types in both sales and service. We historically have used a direct sales force for our Interactive Panel line of products and accessories. We utilize our resellers where geographically available and continue to expand the number of resellers available to us to market and sell the product line(s) into new territories. Our current distribution channel consists of 44 resellers across the United States who primarily sell our product within the commercial and educational market. While we do not control where our resellers focus their efforts, based on experience, the kindergarten through 12th grade education market is the largest customer base for the product, comprising nearly 90% of all purchases. We support our direct sales team as well as our resellers through direct mail/email advertising, social media campaigns, trade journal advertising, trade show exhibitions and accessibility to our regional teams for online and on-site demonstrations and meetings.

Engineering and Product Design and Development. The education technology sector is characterized by ongoing product innovations and developments in technology and advancements in the way we learn. To remain competitive, we have a tradition of applying engineering resources throughout our business to anticipate and respond rapidly to the product needs in the marketplace. We employ and contract with engineers and technicians in the areas of mechanical and electrical design; application engineering; software design; and customer and product support. We work closely with our customers to ensure product changes and upgrades are in line with end user needs and goals. Product improvements and quality control and of upmost importance to our development team and high-level testing and certifications go into each new product design.

Manufacturing. We are the OEM for an audio amplification device used primarily in classrooms. Most of these products are manufactured in the United States, specifically in Arizona, Washington, and Utah. We contract out most component manufacturing, but handle internally system manufacturing (electronic assembly, sub-assembly, programming, and final assembly) and testing to manage quality control, improve response time, and maximize cost-effectiveness. A key strategy of ours is to increase our OEM partners and standardize on commonality of parts across all product lines to increase efficiencies.

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Distributing. We are also the original design manufacturer (“ODM”) for our line of Interactive Flat Panels and accessories. Most of these products are manufactured outside of the United States, primarily in China. We perform product testing, programming, and software installation state-side to ensure quality control and maximize order response time.

Customer Service and Support. We offer limited warranties on our products, ranging from 0 to 5 years, against failure due to defective parts of workmanship. In addition, we offer service agreements of various scopes mostly related to our Bell, Paging, and Intercom products. To serve our customers, we provide a help-desk access, parts repair, and product replacement. Our technical help desk is available for customer support and is positioned to repair via phone or email most warranty issues. Our field service personnel and third-party service partners are trained to provide on-site support or product replacements.

Products and Technologies

The three key components of our product line are our (i) interactive flat panels, (ii) bell, paging, and intercom solutions, and (iii) classroom audio amplification device(s). We distribute flat panels in a variety of sizes and configurations. There are many accessories related to this product line that can increase the user experience. Our bell, paging, and intercom products are powered by our proprietary software and are designed specifically for the user in terms of the accompanying hardware. Our audio amplification product(s) are manufactured for other distributors and have several components that make up the product in which they package and sell.

Our products are comprised of the following product families:

Each of these product families are described below:

G2 Slim Interactive Flat Panel Displays. These LED interactive touch panel devices are sold in a variety of sizes; 55", 65", 75" and 86". They are mainly controlled and operated by an Android operating system and are equipped with several different applications that enhance the learning or collaborative environment. Each panel is sold with a wireless streaming application that allows for the participants to ‘cast’ from their device to the interactive flat panel’s display. We also offer a bundled solution for a more robust software suite to include interactive whiteboarding software, educational games, and pre-made interactive lessons. We offer a range of mounting and installation options including mobile carts, carts that convert to flat tables, and wall mounting options. In addition to the onboard Android operating system, we also offer an integrated Windows machine that is customizable to the client’s specifications.

G2 Communicator Bell, Paging, and Intercom. Our proprietary line ‘G2 Communicator’ offers a solution, either in-cloud or on-premise, for initiating bells, paging, or intercom calls. It offers clients a simple user interface with mapping software, zoning, and device management to fluidly run the system, initiate calls, or manage offline devices from any internet enabled hardware device. We offer our solution as a fully packaged G2 Suite, with our own branded 7-volt amplifiers, IP endpoints, and IP speakers, or it is integrated into existing environments where other branded peripherals are already installed. This gives us flexibility to accommodate not only new system installs but also building remodels and infrastructure build outs.

Our newest addition to the G2 Communicator family of products is the G2 Visual Communicator. This product offers an alerting system (often referred to as G2 Visual Alerts) which overtakes the screen of any enrolled device to send instant communications anytime and from anywhere. Its integration with the bell, paging, and intercom products make it an easy upgrade to be able to have the ADA (Americans with Disabilities Act of 1990) compliant component of a visual bell or page while also offering a solution in emergency situations to make sure communication is being delivered throughout the building in an audible and visual way.

G2 Secure was brought to market this year and resides as a module inside of G2 Communicator. G2 Secure enables quick and efficient communication throughout the campus and with first responders during crisis situations. G2 Secure also can monitor other safety devices, such as door locks, access control, and video doorbells to make sure the school is ‘hardened’ and safe from further unwanted penetration. Future development of this product will include additional features such as, student check-in so that the school admin has immediate insight into the safety of each individual.  

Classroom Audio Amplification Solutions. Most of our audio solutions are currently being sold to companies as a white labeled product and do not carry the ‘G2’ brand. This product family includes an amplifier which carries audio from both the teacher microphone and the student microphone to speakers throughout the environment. The product was developed internally by our engineering team and has unique technological features specific to our intellectual properties. The amplifier supports many inputs and outputs and allows for SIP (Session Initiation Protocol) calls and multicast protocols to pass through, giving our development team flexibility on future upgrades. This particular product family also carries our ‘Call Switch’ which allows for one-button communication between the room in which it is installed and the central location for communication. It includes a button for basic two way calls as well as a separate button for emergency calls. The bulk of our future development is within this family of products and we continue to not only expand our product offerings in the audio amplification segment but also our customers within our white labeled offerings.