FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended December 31, 1998
_____________________________
Commission File Number 0-16251
GALAXY FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 25-1391475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2441 Viscount Row
Orlando, Florida 32809
(Address of principal executive offices) (Zip Code)
(407) 855-5500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
On January 31, 1999, there were 64,255,267 shares of Common
Stock $.01 par value per share, outstanding.
<PAGE> 2
GALAXY FOODS COMPANY
Index to Form 10-Q
For Quarter Ended December 31, 1998
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
Statements of Income 4
Statements of Cash Flows 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
Item 4. Submission of Matters to a Vote of Security Holders 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13-16
SIGNATURES 17
<PAGE> 3
PART I. FINANCIAL INFORMATION
GALAXY FOODS COMPANY
BALANCE SHEETS
December 31, March 31,
1998 1998
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 510 20,069
Trade receivables, net 4,082,786 2,646,667
Inventories 6,746,634 2,458,743
Prepaid expenses 1,062,347 464,701
Total current assets 11,892,277 5,590,180
PROPERTY & EQUIPMENT, NET 11,363,775 10,668,155
OTHER ASSETS 129,939 190,717
TOTAL $ 23,385,990 16,449,052
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Book overdrafts $ 817,901 836,762
Line of credit 3,822,428 1,840,757
Accounts payable - trade 2,510,900 1,088,658
Accrued liabilities 322,977 453,662
Current portion of term note payable 150,000 150,000
Current portion of obligations under capital leases 18,944 21,517
Total current liabilities 7,643,150 4,391,356
TERM NOTE PAYABLE,
less current portion 2,764,847 1,276,847
OBLIGATIONS UNDER CAPITAL LEASES,
less current portion 6,687 11,152
Total liabilities 10,414,683 5,679,355
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Convertible preferred stock - -
Common stock 642,553 617,065
Additional paid-in capital 46,869,887 45,930,645
Accumulated deficit (21,768,933) (23,005,813)
25,743,507 23,541,897
Less: Noted receivable arising from the exercise
of stock options and sale of common stock 12,772,200 12,772,200
Total stockholders' equity 12,971,307 10,769,697
TOTAL 23,385,990 16,449,052
See accompanying notes to financial statements.
<PAGE> 4
GALAXY FOODS COMPANY
STATEMENTS OF INCOME
NINE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
(Unaudited) (Unaudited)
NET SALES 21,362,621 15,483,848 8,016,245 4,568,397
COST OF GOODS SOLD 14,696,095 11,789,444 5,140,196 3,238,034
Gross Margin 6,666,526 3,694,404 2,876,049 1,330,363
OPERATING EXPENSES:
Selling 2,554,464 1,562,580 1,099,558 622,390
Delivery 1,096,136 664,121 441,430 224,254
General and administrative 1,477,595 965,544 540,501 243,579
Research and development 136,785 114,963 48,913 18,816
Total operating expenses 5,264,980 3,307,208 2,130,402 1,109,039
INCOME FROM OPERATIONS 1,401,546 387,196 745,647 221,324
OTHER INCOME (EXPENSE):
Interest expense (197,624) (65,127) (101,327) (25,297)
Interest income - 4,744 - 2,197
Other income 32,958 20,315 (2,426) 391
Total (164,666) (40,068) (103,753) (22,709)
NET INCOME 1,236,880 347,128 641,894 198,615
BASIC NET EARNINGS PER COMMON SHARE 0.02 0.01 0.01 -
DILUTED NET EARNINGS PER COMMON SHARE 0.02 0.01 0.01 -
See accompanying notes to financial statements.
<PAGE> 5
GALAXY FOODS COMPANY
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31,
1998 1997
(Unaudited) (Unaudited)
[S] [C] [C]
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES:
Net Income $ 1,236,880 $ 347,128
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Depreciation expense 517,901 484,451
Gain on sale of assets - (1,329)
Bad debt expense 89,607 -
Consulting and director fees paid through
issuance of common stock warrants 15,440 122,673
(Increase) decrease in:
Trade receivables (1,525,726) (839,107)
Inventories (4,287,891) (585,541)
Prepaid expenses (552,308) (64,353)
Increase (decrease) in:
Accounts payable 1,422,242 1,346,099
Accrued liabilities (130,685) (36,310)
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (3,214,540) 773,711
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES:
Purchase of property and equipment (1,213,521) (1,336,493)
Sale of marketable securities - 300,000
NET CASH USED IN INVESTING
ACTIVITIES (1,213,521) (1,036,493)
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
Net borrowings on line of credit 1,981,671 204,111
Book overdrafts (18,861) -
Borrowings under term note payable 1,488,000 -
Principal payments on capital lease obligations (7,038) (20,991)
Proceeds from exercise of common stock options 1,500 -
Proceeds from issuance of common stock 963,230 16,521
Refund of stock issuance costs - 8,750
NET CASH FROM FINANCING
ACTIVITIES 4,408,502 265,675
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (19,559) 2,893
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 20,069 16,485
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 510 $ 19,378
See accompanying notes to condensed financial statements.
<PAGE> 6
GALAXY FOODS COMPANY
NOTES TO FINANCIAL STATEMENTS
(1) Management Representation
In the opinion of Galaxy Foods Company (the "Company"), the
accompanying unaudited financial statements contain all
adjustments necessary to present fairly the Company's
financial position, results of operations and cash flows for
the periods presented. The results of operations for the
interim periods presented are not necessarily indicative of
the results to be expected for the full year.
The financial statements should be read in conjunction with
the financial statements and the related disclosures
contained in the Company's Form 10-KSB dated May 29, 1998,
except for Note 10 which is as of June 3, 1998, filed with
the Securities and Exchange Commission.
(2) Reclassifications
Certain items in the financial statements of prior periods
have been reclassified to conform to current period presentation.
(3) Inventories
Inventories are summarized as follows:
DECEMBER 31, MARCH 31,
1998 1998
(unaudited)
Raw materials $ 2,189,717 $ 1,277,783
Finished goods 4,556,917 1,180,960
Total $ 6,746,634 $ 2,458,743
(4) Earnings per Share
The following is a reconciliation of basic net earnings per
share to diluted net earnings per share for the three month
and six month periods ended December 31, 1998:
Three months Nine months
ended December 31, 1998
Basic net earnings per share $ .01 $ .02
Weighted average shares outstanding
- basic 64,255,267 64,303,983
Potential shares exercisable under
stock option plans 1,114,246 1,114,246
Potential shares exercisable under
warrant agreements 10,021,570 8,502,850
Less: Shares assumed repurchased
under treasury stock method (9,178,053) (8,147,493)
Average shares outstanding - diluted 66,213,030 65,773,586
Diluted earnings per share $ .01 $ .02
<PAGE> 7
GALAXY FOODS COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Continued)
(5) Supplemental Cash Flow Information
For purposes of the statement of cash flows, all highly
liquid investments with a maturity date of three months or
less are considered to be cash equivalents. Cash and cash
equivalents include checking accounts, money market funds
and certificates of deposits.
For the nine months ended December 31, 1998 1997
Noncash financing and investing activities:
Consulting and directors fees paid through
issuance of common stock warrants 15,440 $ 122,673
Warrants issued for consulting services -- $ 9,550
Cash paid for:
Interest $ 197,624 $ 39,830
<PAGE> 8
GALAXY FOODS COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis should be read in
conjunction with the Financial Statements and Notes thereto
appearing elsewhere in this report.
The following discussion contains certain forward-looking
statements, within the meaning of the "safe-harbor" provisions of
the Private Securities Reform Act of 1995, the attainment of
which involves various risks and uncertainties. Forward-looking
statements may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "believe",
"estimate", "anticipate", "continue", or similar terms,
variations of these terms or the negative of those terms. The
Company's actual results may differ materially from those
described in these forward-looking statements due to among other
factors, competition in the Company's product markets, dependence
on suppliers, the Company's manufacturing experience, and
production delays or inefficiencies.
Galaxy Foods Company (the "Company") is principally engaged in
the development, manufacturing and marketing of a variety of
healthy cheese and dairy related products, as well as other
cheese alternatives. These healthy cheese and dairy related
products include low or no fat, low or no cholesterol and
lactose-free varieties. These products are sold throughout the
United States and internationally to customers in the retail,
food service and industrial markets. The Company's headquarters
and manufacturing facilities are located in Orlando, Florida.
Results of Operations
Net Sales were $8,016,245 in the quarter ended December 31, 1998, compared to
net sales of $4,568,397 for the quarter ended December 31, 1997, an increase
of 75%. Net sales were $21,362,621 for the nine months ended
December 31, 1998 as compared to $15,483,848 for the same period
one year ago, an increase of 38%. The increase in sales was
attributed to an increase in sales generated by marketing activities related to
the promotion of the Company's Veggie brand of products. In addition, as a
result of increased brand awareness and marketing activities, there has
been an escalation of orders from major retail and food service
customers throughout fiscal 1998 and through the third quarter of
fiscal 1999. The Company expects this trend in sales volume to
continue throughout fiscal 1999.
Cost of Goods Sold were $5,140,196 representing 64% of net sales
for the quarter ended December 31, 1998, compared with $3,238,034
or 71% of net sales for the same period ended December 31, 1997.
Cost of Goods Sold were $14,696,095 for the nine months ended
December 31, 1998, representing 69% of net sales as compared to
$11,789,444 or 76% of net sales for the nine months ended
December 31, 1997. The Company was able to improve gross margin
by focusing on production efficiencies, price control and changes
in the product mix to focus on sales of higher margin, branded
products.
Selling expenses were $1,099,558 for the quarter ended December
31, 1998, compared with $622,390 for the same period ended
December 31, 1997, an increase of 77%. For the nine months ended
December 31, 1998, selling expenses were $2,554,464 as compared
to $1,562,580 for the same period one year ago. The increase in
expenses over the same period a year ago is mainly attributed to
a new advertising campaign to promote the Company's flagship line
of products, Veggie. In addition, there are variable expenses,
including brokerage commissions that increase in proportion to
the increase in sales.
Delivery expenses were $441,430 for the quarter ended December
31, 1998, compared with $224,254 for the same period ended
December 31, 1997, a 97% increase. Delivery expenses were
$1,096,136 for the nine months ended December 31, 1998 as
compared to $664,121 for the nine months ended December 31, 1997.
The increase in delivery costs is a result of the increase in
sales shipments to customers for the periods ended December 31,
1998 as compared with the same periods in the prior year. In
addition, shipping rates experienced an increase during this
quarter over the same quarter a year ago.
<PAGE> 9
General and Administrative expenses were $540,501 for the quarter
ended December 31, 1998, compared with $243,579 for the same
period ended December 31, 1997, a 122% increase. General and
administrative expenses increased 53% to $1,477,595 for the nine
months ended December 31, 1998 as compared to $965,544 for the
same period on year ago. This change is primarily attributed to
increased expenses for consulting services and employee salaries.
Research and Development expenses were $48,913 for the quarter
ended December 31, 1998, compared with $18,816 for the quarter
ended December 31, 1997. These expenses were $136,785 for the
nine months ended December 31, 1998 as compared to $114,963 for
the same period one year ago. This increase in expenses is due
to the capitalization of development costs for the
new foodservice machinery during fiscal 1998.
Other Income and Expenses netted to $103,753 in expense for the
quarter ended December 31, 1998 as compared to $22,709 in expense
for the quarter ended December 31, 1997. These expenses netted
to $164,666 for the nine months ended December 31, 1998 as
compared to $40,068 for the same period in fiscal 1998. Interest
expense increased due to additional draws on the line of credit during
fiscal 1999 and the capitalization of interest expense to the equipment line
of credit during fiscal 1998.
Liquidity and Capital Resources
Operating Activities -- Net cash used by operating activities was
$3,214,540 for the nine months ended December 31, 1998 compared
to net cash provided of $773,711 for the same period in 1997.
This change in operating activities is the result of a build-up
of inventory and accounts receivable associated with an increase
in sales during fiscal 1999. In addition, in an effort to
increase response time to customer orders, the Company is
accumulating an inventory of finished goods for their most post
popular product lines.
Investing Activities -- Net cash used in investing activities
totaled $1,213,521 for the period ended December 31, 1998
compared to net cash used of $1,036,493 for the same period in
1997. The increase in cash used for investing activities during fiscal
1999 as compared to fiscal 1998 resulted from the sale of marketable
securities during fiscal 1998. As of December 31, 1997, all marketable
securities had been sold by the Company.
Financing Activities -- Net cash flows provided by financing activities
were $4,408,502 for the nine months ended December 31, 1998
compared to cash flows provided by financing activities of
$265,675 for the same period in 1997. This increase is
attributed to increased draws on the Company's line of credit and term note
and proceeds from the sale of common stock to finance the increase in
accounts receivable and inventory.
On November 1, 1997, the Company secured a $2 million line of
credit with Finova Capital Corporation with interest at the prime
rate plus two percent. The availability under this line of
credit arrangement is calculated on a borrowing base of eligible
inventory and accounts receivable. This line of credit was
increased to $3 million during February 1998.
On June 27, 1997, the Company secured a $1.5 million term note
payable with Finova Capital Corporation to finance the
acquisition of certain production equipment. The agreement calls
for interest at the prime rate plus two percent. As of March 31,
1998, the balance outstanding under this agreement was
$1,426,847.
<PAGE> 10
During June 1998, the Company signed an amendment to the above
contract which expanded the line of credit availability to $3.5
million and the term not payable to $3 million. The amendment
also reduced the interest on the line of credit and term note to
prime plus one percent.
Outlook
Management is not aware of any adverse trends that would
materially affect the Company's projected financial growth. It
is expected that fiscal 1999 will be another year of continued
improvement for the Company.
Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income" ("FAS 130")
and No. 131. "Disclosure about Segments of an Enterprise and
Related Information" ("FAS 131"). FAS 130 establishes standards
for the way that public companies report information about
operating segments in annual financial statements and requires
reporting of selected information about operating segments in
interim financial statements issued to the public. Both FAS 130
and FAS 131 are effective for periods beginning after December
15, 1997. Because of the recent issuance of the standards,
management has been unable to fully evaluate the impact, if any,
they may have on future financial statement disclosures.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("FAS 133"). FAS
133 requires companies to recognize all derivative contracts as
either assets of liabilities in the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative
may specifically be designated as a hedge, the objective of which
is to match the timing of gain or loss recognition of: (I) the
changes in the fair value of the hedged asset or liability that
are attributable to the hedged risk; or (ii) the earnings effect
of the hedged transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in
the period of change. FAS 133 is effective for all fiscal year
quarters of fiscal years beginning after June 15, 1999.
Historically, the Company has not entered into any derivative
contracts either to hedge existing risks or for speculative
purposes. Accordingly, the Company does not expect adoption of
the new standard on April 1, 2001 to affect its financial
statements.
Year 2000 Compliance
The Year 2000 problem is the result of information technology
systems and embedded systems (products that are made with
microprocessor (computer) chips) using a two-digit format, as
opposed to four digits, to indicate the year. Such information
technology and embedded systems may be unable to properly
recognize and process date-sensitive information beginning
January 1, 2000.
The Company has undertaken an assessment of the potential impact
of the Year 2000 issue to its internal operations. Such
assessment has included a review of the impact primarily in the
following areas: production and manufacturing systems, business
systems, including sales and marketing, billing, and
infrastructure consists of a network of personal computers and
servers that were obtained from major suppliers. The Company
also utilizes various business, administrative and financial
software applications on the infrastructure to perform the
business functions of the Company. The Company is in the process
of testing and upgrading its information technology systems and
embedded systems, which may be affected by the Year 2000 issue.
Based on the progress the Company has made in identifying and
addressing the Company's Year 2000 issues and the plan and
timeline to complete the compliance program, management does not
foresee significant risks associated with the Company's Year 2000
compliance at this time. Management estimates that the testing,
upgrading, and replacement of affected systems will be completed
by June 30, 1999. However, the inability of the Company to
identify and timely correct material Year 2000 deficiencies in
the software and/or infrastructure could result in an
interruption in, or failure of, certain of the Company's business
activities or operations. During Fiscal 1999, the Company
replaced its accounting and manufacturing software packages to
systems which are Year 2000 compliant. The Company has also
replaced any existing hardware which was not Year 2000 compliant. These
replacements were part of the normal upgrades to the Company's systems.
<PAGE> 11
The Company has established a team dedicated to periodically
reviewing not only the internal information technology and
embedded systems used in the operation of the Company, but also
the information technology and embedded systems and the Year 2000
compliance plans of the Company's significant customers and
suppliers, shipper, utilities, financial institutions and
transfer agent. The Company has material third party
relationships with its customers, suppliers, shippers, utilities,
financial institutions, and transfer agent. If the operations of
any of these third parties are adversely impacted by Year 2000
deficiencies, it may have a material impact on the Company.
Accordingly, the Company has requested information and
documentation from the Company's significant customers and
suppliers, shippers, utilities, financial institutions, and
transfer agent relating to their Year 2000 compliance plans in
the form of a survey. At this time, the Company has received
approximately 50% of its certifications from vendors and
customers. With respect to the certifications received, no significant
problems which could result in a material loss were noted. The Company
will contact any customers and suppliers who have not responded by March 31,
1999. Therefore, management does not, at this time, know of the potential
costs to the Company of any adverse impact or effect of any Year 2000
deficiencies by these third parties.
Because the Company is still evaluating the status of the systems
used in business activities and operations of the Company and the
systems of the third parties with which the Company conducts its
business, management has not yet developed a comprehensive
contingency plan and are unable to identify "the most reasonably
likely worst case scenario" at this time. As management
identifies significant risks related to the Company's Year 2000
compliance or if the Company's Year 2000 compliance program's
progress deviates substantially from the anticipated timeline,
management will develop appropriate contingency plans.
<PAGE> 12
Galaxy Foods Company
Submission of Matters to a Vote of Security Holders
On November 11, 1998, the Company held its Annual Meeting of
Stockholders to elect directors for the coming year and to ratify
the retention of the Company's independent Certified Public
Accountants.
In regards to the election of directors, the following directors
were elected with a majority of votes as noted:
Director Name Votes For Votes Withheld
Marshall K. Luther 34,585,083 1,039,749
Angelo S. Morini 34,305,396 1,319,436
Earl G. Tyree 34,547,533 1,077,299
Douglas A. Walsh, MD 34,458,183 1,166,649
The proposal to ratify the retention of BDO Seidman L.L.P. as the
Company's independent Certified Public Accountants also passed
with 34,757,393 votes for the proposal, 637,411 against, and
230,028 abstaining.
<PAGE> 13
PART II. OTHER INFORMATION
GALAXY FOODS COMPANY
ITEM 6. Exhibits and Reports on Form 8-K
The following exhibits are filed as part of this Form 10-QSB.
Exhibit No Exhibit Description
*3.1 Certificate of Incorporation of the Company, as amended
(Filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-18, No. 33-15893-NY, incorporated
herein by reference.)
*3.2 Amendment to Certificate of Incorporation of the
Company, filed on February 24, 1992 (Filed as Exhibit
4(b) to the Company's Registration Statement on Form S-
8, No. 33-46167, incorporated herein by reference.)
*3.3 By-laws of the Company, as amended (Filed as Exhibit
3.2 to the Company's Registration Statement on Form S-
18, No. 33-15893-NY, incorporated herein by reference.)
*3.4 Amendment to Certificate of Incorporation of the
Company, filed on January 19, 1994 (Filed as Exhibit
3.4 to the Company's Registration Statement on Form SB-
2, No. 33-80418, and incorporated herein by reference.)
*3.5 Amendment to Certificate of Incorporation of the
Company, filed on July 11, 1995 (Filed as Exhibit 3.5
on Form 10-KSB for fiscal year ended March 31, 1996,
and incorporated herein by reference.)
*3.6 Amendment to Certificate of Incorporation of the
Company, filed on January 31, 1996 (Filed as Exhibit
3.6 on Form 10-KSB for fiscal year ended March 31,
1996, and incorporated herein by reference.)
*10.1 1987 Stock Plan of the Company, as amended (Filed as
Exhibit 4(d) to the Company's Registration Statement on
Form S-8, No. 33-46167, incorporated herein by
reference.)
*10.2 Form of Non-Qualified Stock Option Agreement between
the Company and certain directors (Filed as Exhibit 10
(n) to the Company's Report on Form 10-KSB for fiscal
year ended March 31, 1988, and incorporated herein by
reference.)
*10.3 Form of Incentive Stock Option Agreement issued
pursuant to the Company's 1987 Stock Plan (Filed as
Exhibit 10 (o) to the Company's Report on Form 10-KSB
for fiscal year ended March 31, 1988, and incorporated
herein by reference.)
*10.4 1991 Non-Employee Director Stock Option Plan of the
Company (Filed as Exhibit 4 (g) to the Company's
Registration Statement on Form S-8, No. 33-46167,
incorporated herein by reference.)
*10.5 1991 Employee Stock Purchase Plan of the Company
(Filed as Exhibit 4 (h) to the Company's Registration
Statement on Form S-8, No. 33-46167, incorporated
herein by reference.)
* Previously filed
<PAGE> 14
Exhibit No Exhibit Description
*10.6 Lease Agreement between ANCO Company and Company
dated as of November 13, 1991 (Filed as Exhibit 10 (bb)
to the Company's Report on Form 10-KSB for fiscal year
ended March 31, 1992, and incorporated herein by
reference.)
*10.7 Factoring Agreement, Assignment and Repurchase
Agreement, Security Agreement and Power of Attorney,
dated as of June 1, 1993, between the Company and
J.T.A. Factors, Inc. (Filed as Exhibit 10 (nn) to the
Company's Report on Form 10-QSB for the quarterly
period ended June 30, 1993.)
*10.8 Company's Registration Statement on Form S-8, Number
33-69546, filed September 28, 1993 (Filed as Exhibit
10.40 to the Company's Registration Statement on Form
SB-2, No. 33-80418, and incorporated herein by
reference.)
*10.9 Post-Effective Amendment No. 1 to Company's
Registration Statement on Form S-8, No. 33-69546, filed
October 28, 1993 (Filed as Exhibit 10.41 to the
Company's Registration Statement on Form SB-2, No. 33-
80418, and incorporated herein by reference.)
*10.10 Company's Registration Statement on Form S-8, No.
33-78684, filed May 6, 1994 (Filed as Exhibit 10.42 to
the Company's Registration Statement on Form SB-2, No.
33-80418, and incorporated herein by reference.)
*10.11 Post-Effective Amendment No. 1 to Company's
Registration Statement on Form S-8, No. 33-78684 (Filed
June 6, 1994, and incorporated herein by reference.)
*10.12 Company's Registration Statement on Form S-8, No.
33-81636 (Filed July 18, 1994, and incorporated herein
by reference.)
*10.13 Post-Effective Amendment No. 1 to Company's
Registration Statement on Form S-8, No. 33-81636 (Filed
August 10, 1994, and incorporated herein by reference.)
*10.14 Subscription for shares and investment letter, dated
November 4, 1994, between the Company and Angelo S.
Morini (Filed as Exhibit 10.122 on report 10-QSB, for
the quarterly period ended December 31, 1994, and
incorporated herein by reference.)
*10.15 Balloon promissory note, dated November 4, 1994
(Filed as Exhibit 10.123 on report 10-QSB, for the
quarterly period ended December 31, 1994, and
incorporated herein by reference.)
*10.16 Stock pledge and security agreement dated November
4, 1994 (Filed as Exhibit 10.124 on report 10-QSB, for
the quarterly period ended December 31, 1994, and
incorporated herein by reference.)
*10.17 First Amendment to Lease Agreement between ANCO
Company and the Company dated as of April 1, 1994
(Filed as Exhibit 10.76 on report 10-KSB for the fiscal
year ended March 31, 1995, and incorporated herein by
reference.)
*10.18 Consulting Agreement, dated March 15, 1995, between
Lee Chira and the Company (Filed as Exhibit 10.77 on
report 10-KSB for the fiscal year ended March 31, 1995,
and incorporated herein by reference.)
* Previously filed
<PAGE> 15
Exhibit No Exhibit Description
*10.19 Consulting Agreement, dated March 15, 1995, between
Martin Consulting, Inc. and the Company (Filed as
Exhibit 10.78 on report 10-KSB for the fiscal year
ended March 31, 1995, and incorporated herein by
reference.)
*10.20 Selling Agreement, dated February 6, 1995, between
Sands Brothers & Co., Ltd. and the Company (Filed as
Exhibit 10.79 on report 10-KSB for the fiscal year
ended March 31, 1995, and incorporated herein by
reference.)
*10.21 Amendment Number 1 to Selling Agreement, dated
February 14, 1995, between Sands Brothers & Co., Ltd.
and the Company (Filed as Exhibit 10.80 on report 10-
KSB for the fiscal year ended March 31, 1995, and
incorporated herein by reference.)
*10.22 Amendment Number 2 to Selling Agreement, dated March
8, 1995, between Sands Brothers & Co., Ltd. and the
Company (Filed as Exhibit 10.81 on report 10-KSB for
the fiscal year ended March 31, 1995, and incorporated
herein by reference.)
*10.23 Consulting agreement between the Company and Koi
Communications Corporation, dated June 1, 1995. (Filed
as Exhibit 10.82 on report 10-QSB for the quarterly
period ended June 30, 1995, and incorporated herein by
reference.)
*10.24 Employment Agreement dated as of October 10, 1995,
by and between the Company and Angelo S. Morini (Filed
as Exhibit 10.83 on report 8-K, and incorporated herein
by reference.)
*10.25 Balloon Promissory Note dated as of October 11,
1995, by Angelo S. Morini in favor of the Company
(Filed as Exhibit 10.84 on report 8-K, and incorporated
herein by reference.)
*10.26 Stock Pledge and Security Agreement dated as of
October 11, 1995, by and between the Company and Angelo
S. Morini (Filed as Exhibit 10.85 on report 8-K, and
incorporated herein by reference.)
*10.27 Consulting agreement between the Company and
Marshall K. Luther dated August 28, 1995 (Filed as
Exhibit 10.86 on Form 10-QSB/A for the nine months
ended December 31, 1995, and incorporated herein by
reference.)
*10.28 Amendment to Factoring Agreement (original agreement
dated June 1, 1993) dated January 29, 1996 between the
Company and J.T.A. Factors, Inc. (Filed as Exhibit
10.28 on Form 10-KSB for fiscal year ended March 31,
1996, and incorporated herein by reference.)
*10.29 1996 Amendment and Restatement of the 1991 Non-
Employee Director Stock Option Plan (Filed as Exhibit
10.29 on Form 10-KSB for fiscal year ended March 31,
1997, and incorporation herein by reference.)
*10.30 1996 Stock Plan (Filed as Exhibit 10.30 on Form 10-
KSB for fiscal year ended March 31, 1997, and
incorporation herein by reference.)
* Previously filed
<PAGE> 16
Exhibit No Exhibit Description
*10.31 Line of Credit Agreement with Finova Financial
Services (Filed as Exhibit 10.31 on Form 10-KSB for
fiscal year ended March 31, 1997, and incorporation
herein by reference.)
*10.32 Second Amendment to the Lease Agreement between ANCO
Company and the Company dated as April 1, 1994 (Filed
as Exhibit 10.32 on Form 10-KSB for fiscal year ended
March 31, 1997, and incorporation herein by reference.)
*10.33 Purchase Money Accommodation for the Purchase of
Specific Equipment with FINOVA Financial Services
(Filed as exhibit 10.33 on Form 10-QSB for quarter
ended June 30, 1997, and incorporation herein by
reference.)
27 Financial Data Schedule (Filed herewith.)
Reports on Form 8-K
Form 8-K filed on September 11, 1998 to disclose
possible Nasdaq delisting of the Company's common stock
from the Small-Cap Exchange.
* - Previously filed
<PAGE> 18
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GALAXY FOODS COMPANY
Date: February 10, 1999 /s/Angelo S. Morini
Angelo S. Morini
Chairman and President
(Principal Executive Officer)
Date: February 10, 1999 /s/Cynthia L. Hunter
Cynthia L. Hunter, CPA
Chief Financial Officer
(Principal Financial and
Accounting Officer)
