UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1531, ~~2022~~2023

GALAXY NEXT GENERATION, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56006	61-1363026
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Galaxy Next Generation, Inc.

285 Big A Road

Toccoa, Georgia 30577

(Address of principal executive offices and zip code)

(706) 391-5030

(Registrant’s telephone number including area code)

N/A

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐[ ]

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

~~Item 3.02. Unregistered Sales of Equity Securities.~~-1-

OnItem ~~December 15, 2022, Galaxy Next Generation, Inc~~5.03 ~~(the~~Amendments ~~“Company”)~~to ~~issued~~Articles ~~an aggregate~~ of ~~23,540,539~~Incorporation ~~shares~~or ofBylaws; ~~the~~Change Company’s common stock, par value $0.0001 (the “Common Stock”), upon the optional conversion (the “Conversion”) of 8,710 shares of the Company’s Series F Convertible Preferred Stock (the “Series F Preferred”) at the conversion price of $0.37 per share pursuant to its stated terms as set forth in ~~the~~Fiscal ~~Certificate of Designation of the Series F Preferred~~Year.

~~The~~On ~~shares~~January of31, ~~Common~~2023, ~~Stock~~the ~~were~~Company ~~issued~~filed ~~pursuant~~a toCertificate ~~the~~of ~~exemption~~Change ~~from~~to ~~registration~~its ~~provided~~Articles byof ~~Section~~Incorporation 3(~~a)(9) of~~ the ~~Securities~~“Certificate ~~Act~~ of ~~1933,~~Change”) aswith ~~amended~~the asSecretary ~~the~~of ~~Conversion~~State of the ~~Series~~State Fof ~~Preferred~~Nevada ~~into~~that ~~Common~~increased ~~Stock~~the ~~was~~number ~~made by existing security holders~~ of the Company’s ~~and~~authorized noshares ~~commission~~of orcommon ~~other~~stock, ~~remuneration~~$0.0001 ~~was~~par ~~paid~~value orper ~~given~~share, ~~directly~~from or200,000,000 ~~indirectly~~shares into ~~connection~~3,000,000,000 ~~with the Conversion~~shares.

~~Item~~The 9foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Change, a copy of which is filed as Exhibit 3.~~01.~~1 ~~Financial~~to ~~Statements~~this Current Report on Form 8-K and ~~Exhibits~~is incorporated herein by reference.

Exhibit Number		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are offiled ~~the~~with ~~Securities Exchange Act of 1934, the registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form ~~behalf by the undersigned hereunto duly authorized.~~8-K:

	GALAXY NEXT GENERATION, INC.
Exhibit Number		Description
Dated: December 15, 2022
3.1		Certificate of Change filed with the Secretary of State of Nevada
	By:	/s/ Magen McGahee
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
		Magen McGahee, Secretary

~~-1-~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GALAXY NEXT GENERATION, INC.
Dated: February 2, 2023
	By:	/s/ Magen McGahee
		Magen McGahee, Secretary

-2-

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