SEC link
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000819527

This is it

http://www.sec.gov/Archives/edgar/data/819527/000105104210000010/gxyf13g022810.txt

Any way to find out?

Is this a shell?

Andromeda Acquisition Corp. Announces Closing of Galaxy Nutritional Foods Tender Offer
May 29, 2009 5:00:00 PM


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View Additional ProfilesGREENWICH, Conn., May 29 /PRNewswire/ -- Andromeda Acquisition Corp. ("Purchaser") today announced the expiration of the subsequent offering period and the completion of its cash tender offer to purchase all of the outstanding shares of common stock of Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF) (the "Company"). The subsequent offering period expired at 5:00 p.m., Eastern time, on May 28, 2009.


Based upon a preliminary tally by Continental Stock Transfer & Trust Company, the depositary for the tender offer, approximately 9.9 million shares had been validly tendered by the May 28, 2009 expiration date and time. The shares validly tendered in the tender offer, when combined with the shares already owned by Mill Road Capital, L.P. and Galaxy Partners, L.L.C., affiliates of Purchaser, total approximately 24.3 million, or approximately 90% of the Company's outstanding common stock as of February 10, 2009. Purchaser has accepted for payment all validly tendered and not withdrawn shares and has made payment to the depositary for all accepted shares.



SOURCE Andromeda Acquisition Corp.



----------------------------------------------
MacKenzie Partners
Inc. for Andromeda Acquisition Corp.
+1-212-929-5500
or +1-800-322-2885

Andromeda Acquisition Corp. Extends Galaxy Nutritional Foods Tender Offer
May 22, 2009 7:00:00 AM


Email Story Discuss on ZenoBank

View Additional ProfilesGREENWICH, Conn., May 22 /PRNewswire/ -- Andromeda Acquisition Corp. ("Purchaser") today announced that it has extended the subsequent offering period of its cash tender offer to purchase all of the outstanding shares of common stock of Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF) (the "Company"). The subsequent offering period, previously set to expire at 5:00 p.m., Eastern time, on May 21, 2009, will now expire at 5:00 p.m., Eastern time, on May 28, 2009.


Based upon a preliminary tally by Continental Stock Transfer & Trust Company, the depositary for the tender offer, approximately 9.8 million shares had been validly tendered by the May 21, 2009 expiration date and time. Combined with the shares already owned by the affiliates of Purchaser, the shares either validly tendered or owned total approximately 24.2 million, or 89.3% of the Company's outstanding common stock as of February 10, 2009.


Any shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering shareholders will promptly thereafter be paid $0.36 per share, in cash and without interest, which is the same amount per share that was offered in the initial offering period of the tender offer. Shares tendered during the subsequent offering period cannot be delivered by the guaranteed delivery procedure described in the Offer to Purchase and may not be withdrawn.


Additional Information


Purchaser and its affiliates (MW1 LLC, Mill Road Capital, L.P. and Galaxy Partners, L.L.C.) have filed with the SEC a tender offer statement on Schedule TO, and the Company has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, with respect to the tender offer. Shareholders are advised to read these statements, as amended, because they contain important information about Purchaser, its affiliates, the Company and the tender offer. Shareholders may obtain free copies of these statements from the SEC's website at www.sec.gov, or by contacting MacKenzie Partners, Inc., the information agent for the tender offer.



SOURCE Andromeda Acquisition Corp.



----------------------------------------------
MacKenzie Partners
Inc. for Andromeda Acquisition Corp.
+1-212-929-5500
or +1-800-322-2885

no - it is a cash tender offer at 36 cents for each GXYF share

maybe the stakes need to be raised

will you get any shares into adromedea once the gxyf are bought up ?

Great, I'm glad to have you there and congrats on the happy ending to the story here!

I have already boardmarked the WHY BUY board.

As for GXYF, the story is over, as they have already paid out the .36 per share from the accepted tender offer. They have extended the offer to bring in the few remaining stray shares, but for all intents and purposes GXYF is done trading.

GXYF is not worth a DD post at this point as the story is over. :)

Good morning nxomniyak!

You should go over to this new board that I started that may be of interest to you to help get the word out.

It is called the WHY BUY board.

http://investorshub.advfn.com/boards/board.aspx?board_id=13166

I do evening email alerts from that board so I invite everyone here to sign up for the email list there.


I would be happy to include this stock in any (and every) of my evening emails if someone comes over to the board and posts an all inclusive DD post about why to buy. I include whatever DD posts that were posted on the board within the last 24 hours.

You can get those emails for free by clicking this ihub link.
http://investorshub.advfn.com/boards/chairmail_sub.asp?board_id=13166

I also send out rumors that I am hearing by email too.

I hope someone will come over and post an all inclusive DD compilation so that I can shoot it out in the next email!

Galaxy Nutritional Foods Selects National Marketing Agency Engauge to Build Awareness for Its Cheese Alternative Brands
May 8, 2009 7:30:00 AM
Copyright Business Wire 2009


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View Additional ProfilesORLANDO, Fla.--(BUSINESS WIRE)-- Galaxy Nutritional Foods, Inc., a leading developer and marketer of cheese alternatives and organic foods, has selected Engauge, a national marketing solutions agency, as its agency of record. Engauge's Orlando office will lead the account.

Engauge is charged with developing results-driven marketing programs to build awareness for Galaxy Nutritional Foods' Veggie brand, the leading soy-based cheese alternative found in the produce section of grocery stores nationwide. The agency will also work on the Rice, Veggy, Vegan, Rice Vegan and Wholesome Valley Organic brands, all of which are sold in natural foods stores.

"We look forward to collaborating with the team at Engauge on an integrated marketing program," said Hilary Taube, Galaxy's Vice President of Marketing. "We anticipate that our efforts to educate consumers on the benefits of Veggie soy-based cheese alternatives and their unique location within the store will expand interest in the category."

An integrated marketing campaign is planned including print and online advertising, public relations and experiential programs. In particular, Engauge will focus on communicating the benefits of Veggie as the smart alternative to cheese.

"We are thrilled to be working with Galaxy to help drive demand," said Barb Scherer, President of Engauge's Orlando office. "Cheese alternatives are an exciting product category and Galaxy's team has already laid impressive groundwork in the marketing of its products, which gives us a strong foundation for brand building."

About Galaxy Nutritional Foods, Inc.

Galaxy Nutritional Foods, Inc. (OTC BB: GXYF) develops and internationally markets plant-based cheese alternatives, organic dairy and other organic and natural food products to grocery and natural foods retailers, mass merchandisers and foodservice accounts. Veggie, the leading brand in the grocery cheese alternative category and the company's top selling product group, is primarily merchandised in the produce section and provides calcium and protein without cholesterol, saturated fat or trans-fat. Other popular brands include: Rice, Veggy, Vegan, Rice Vegan and Wholesome Valley Organic. For more information, visit www.galaxyfoods.com.

Galaxy Nutritional Foods, Inc. is headquartered in Orlando, Florida, and its common stock is quoted on the OTC Bulletin Board under the symbol "GXYF."

About Engauge

Engauge, a portfolio company of Halyard Capital, is a total marketing solutions agency, dedicated to delivering transformational ideas that move someone -- to act, to choose, to believe in a brand. The agency focuses on discovering true insights, developing ideas with real impact, and then measuring that interaction and gauging the results. Engauge's three Centers of Excellence combine the disciplines of branding, digital, and direct marketing to partner with clients such as Kraft Foods, Best Buy for Business, Chick-fil-A, The Home Depot, Sony, NGK, and Huntington Bank. The company has offices in Columbus, Austin, Atlanta, Pittsburgh, and Orlando. Clients of the Orlando office include Baldwin Park, Florida Citrus Sports, Castle & Cooke and the City of Eustis. Learn more about Engauge at www.engauge.com.




Source: Engauge


----------------------------------------------
Engauge
Amy Bunn
407-649-8101
ABunn@engauge.com

I got my .36 per GXYF share credited to my Schwab accounts on May 6.

Andromeda Acquisition Corp. Extends Galaxy Nutritional Foods Tender Offer
May 8, 2009 7:00:00 AM


Email Story Discuss on ZenoBank

View Additional ProfilesGREENWICH, Conn., May 8 /PRNewswire/ -- Andromeda Acquisition Corp. ("Purchaser") today announced that it has extended the subsequent offering period of its cash tender offer to purchase all of the outstanding shares of common stock of Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF) (the "Company"). The subsequent offering period, originally set to expire at 5:00 p.m., Eastern time, on May 7, 2009, will now expire at 5:00 p.m., Eastern time, on May 14, 2009.


Based upon a preliminary tally by Continental Stock Transfer & Trust Company, the depositary for the tender offer, approximately 9.3 million shares had been validly tendered by the May 7, 2009 expiration date and time. Combined with the shares already owned by the affiliates of Purchaser, the shares either validly tendered or owned total approximately 23.7 million, or 87% of the Company's outstanding common stock as of February 10, 2009.


Any shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering shareholders will promptly thereafter be paid $0.36 per share, in cash and without interest, which is the same amount per share that was offered in the initial offering period of the tender offer. Shares tendered during the subsequent offering period cannot be delivered by the guaranteed delivery procedure described in the Offer to Purchase and may not be withdrawn.


Additional Information


Purchaser and its affiliates (MW1 LLC, Mill Road Capital, L.P. and Galaxy Partners, L.L.C.) have filed with the SEC a tender offer statement on Schedule TO, and the Company has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, with respect to the tender offer. Shareholders are advised to read these statements, as amended, because they contain important information about Purchaser, its affiliates, the Company and the tender offer. Shareholders may obtain free copies of these statements from the SEC's website at www.sec.gov, or by contacting MacKenzie Partners, Inc., the information agent for the tender offer.


SOURCE Andromeda Acquisition Corp.



----------------------------------------------
MacKenzie Partners
Inc. for Andromeda Acquisition Corp.
+1-212-929-5500
or +1-800-322-2885

I would say very well... glad to move along.. LOL

Wow giff you probably made out veryyyyyyyyyyy well on this bit of news. Kudos

Well... ended up OK here.. LOL

Andromeda Acquisition Corp. Announces Plans to Make a Cash Tender Offer for Galaxy Nutritional Foods at 112% Premium
Monday February 9, 9:04 am ET


GREENWICH, Conn., Feb. 9 /PRNewswire/ -- Andromeda Acquisition Corp. (the "Offeror"), a wholly owned subsidiary of MW1 LLC ("MW1"), today announced that it plans to make a cash tender offer to purchase all outstanding shares of common stock of Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF - News; the "Company") for $0.36 per share (the "Offer").
ADVERTISEMENT


The Offer price of $0.36 per share represents a premium of 112% over the previous trading day's close of $0.17 per share. Additionally, the Offer is at the same price per share that Galaxy Partners, LLC paid for a controlling 51% interest in the Company.

MW1 and the Offeror anticipate that the Offer will commence on or about February 13, 2009, and anticipate that the Offer and withdrawal rights will expire at 5:00 PM, Eastern Time, on or about March 16, 2009.

There will be no financing contingencies related to the Offer.

The current majority shareholder of the Company, Galaxy Partners, LLC ("Galaxy Partners"), and Mill Road Capital L.P. ("Mill Road") expect to contribute their combined 14,370,728 shares of Company common stock to MW1 prior to the expiration of the Offer. These combined holdings represent approximately 53% of the outstanding shares of the Company.

"As the majority shareholder of the Company, we are excited to be able to provide shareholders liquidity for their shares at a great price," said Timothy Krieger, Managing Member of Galaxy Partners. "The partnership between Galaxy Partners and Mill Road facilitates the Offer, which we believe is a win-win for both the shareholders and the Company. As a private company owned by Galaxy Partners and Mill Road, the Company will have access to capital it has lacked in the past which has hindered its ability to grow."

"As a shareholder of the Company for several years now, it is clear that the increasing costs of continuing as a small, illiquid, publicly traded company far outweigh any benefits," said Justin Jacobs, a Managing Director at Mill Road. "Accordingly, we firmly believe that the Offer represents an attractive opportunity that shareholders will value both for the significant premium to the current share price and the liquidity it provides."

Upon the successful completion of the Offer, Mill Road and Galaxy Partners will, through MW1, be joint owners of the Company. Mill Road is currently the sole equity holder of MW1, but Galaxy Partners expects to join Mill Road as an equity holder of MW1 prior to the expiration of the Offer.

The complete terms and conditions of the Offer will be contained in an Offer to Purchase and a related Letter of Transmittal, which will be mailed to the Company's shareholders and will be included as exhibits to the Tender Offer Statement on Schedule TO that the Offeror plans to file with the U.S. Securities and Exchange Commission (SEC) upon launching the Offer.

About Andromeda Acquisition Corp.

Andromeda Acquisition Corp. is a Delaware corporation formed for the purpose of making the Offer and a wholly owned subsidiary of MW1 LLC.

About MW1 LLC

MW1 LLC is a Delaware limited liability company. Galaxy Partners and Mill Road expect to contribute their combined 14,370,728 shares of Company common stock to MW1 prior to the expiration of the Offer. At the time of this press release, Mill Road is the only member of MW1.

About Galaxy Partners LLC

Galaxy Partners, LLC is a Minnesota limited liability company that was formed to acquire and hold shares of Company common stock.

About Mill Road Capital, L.P.

Mill Road Capital, L.P. is a Delaware limited partnership formed by a core group of former professionals of The Blackstone Group. Mill Road focuses exclusively on friendly investments in small public companies. Mill Road has $250 million of capital under management with its largest investors comprising a blue-chip group of insurance companies, public employee retirement funds, charitable institutions, and family offices. Mill Road's investors committed their capital for 10 years allowing a very long investment horizon. Mill Road has flexible capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or partner with management and sponsor going-private transactions.

About Galaxy Nutritional Foods, Inc.

Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF - News) develops and globally markets plant based cheese alternatives, organic dairy and other organic and natural food products to grocery and natural foods retailers, mass merchandisers and foodservice accounts. The Company is headquartered in Orlando, Florida.

Additional Information

THE TENDER OFFER FOR OUTSTANDING SHARES OF THE COMPANY HAS NOT YET COMMENCED. THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF COMMON STOCK OF THE COMPANY. THE PLANNED TENDER OFFER THAT IS DESCRIBED IN THIS PRESS RELEASE WILL ONLY BE MADE THROUGH THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND WILL BE MADE TO ALL HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY. ALL SHAREHOLDERS OF THE COMPANY SHOULD READ THE TENDER OFFER MATERIALS WHEN AND IF THEY ARE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFEROR, MW1, MILL ROAD, GALAXY PARTNERS, THE COMPANY AND THE OFFER. IN ADDITION TO BEING MAILED TO SHAREHOLDERS, THE TENDER OFFER MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV AND WILL ALSO BE MADE AVAILABLE WITHOUT CHARGE TO ALL SHAREHOLDERS BY CONTACTING MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE TENDER OFFER, AT (212) 929-5500 OR TOLL FREE (800) 322-2885. SHAREHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

Do I see a 30?

Galaxy Nutritional Foods Announces $2.7MM Note Conversion into Company Stock

Nov 21, 2008 16:08:00 (ET)

ORLANDO, Fla., Nov 21, 2008 /PRNewswire-FirstCall via COMTEX/ -- Galaxy Nutritional Foods, Inc. (GXYF, Trade ), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today reported the conversion of its $2,685,104.17 note payable (and all accrued interest thereon) into Company stock.

In a transaction concluded on November 19, 2008, the Company's former primary shareholder, Fred DeLuca, sold his $2.7 million convertible note (and all accrued interest thereon) as well as all of his 3,869,842 outstanding Company shares to Galaxy Partners, LLC effective November 18, 2008. Upon closing of this transaction, Galaxy Partners, LLC immediately converted the aforementioned $2.7 million convertible note (as well as all accrued interest thereon) at the conversion price of $0.35 into 9,941,278 shares of Company stock. Accordingly, the Company now has a total of 27,051,294 shares of Company stock outstanding. Therefore, with the shares obtained through conversion of the note (and all accrued interest thereon) as well as the direct purchase of all of Mr. DeLuca's outstanding Company shares, Galaxy Partners, LLC is now the majority shareholder of the Company holding 13,811,120 shares representing a 51.1% interest.

Simultaneous with the closing of this transaction, three representatives of Galaxy Partners, LLC were appointed to the Company's Board of Directors. The Company's three new directors are: Timothy S. Krieger, Michael D. Slyce and David B. Johnson. The Company's four former Directors will remain on the Board, which is now comprised of seven Directors.

"We are pleased to announce this transaction which removes a substantial short-term liability and greatly strengthens the Company's balance sheet. The elimination of this debt will allow us to utilize our operating cash flow more effectively as we focus on growing the Company. We look forward to working with our new majority shareholder, Galaxy Partners, LLC, as well as our new Directors. We appreciate the confidence which they have shown in the long-term outlook of our Company," stated Michael E. Broll, Chief Executive Officer of Galaxy Nutritional Foods, Inc.

About Galaxy Nutritional Foods, Inc.

Item 1.01 Entry into a Material Definitive Agreement

In a transaction concluded on November 19, 2008 and effective as of November 18, 2008, the Company, Frederick DeLuca (“DeLuca”) and Galaxy Partners, L.L.C., a Minnesota limited liability company (“Galaxy Partners”) entered into a Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, in exchange for the sum of $5 million, DeLuca sold 3,869,842 of his shares of the Company’s common stock and assigned all of his right, title and interest in and to a promissory note dated July 19, 2006, as amended, in the principal amount of $2,685,104.17 (the “Convertible Note”). The Convertible Note had accrued interest at 12.5% per annum. Principal, together with any accrued and unpaid interest, on the Convertible Note was convertible at any time prior to payment into shares of the Company's common stock at a conversion price of $0.35 per share. In connection with the Purchase Agreement, Galaxy Partners converted all of the outstanding principal and accrued interest under the Convertible Note into 9,941,278 shares of common stock of the Company (the “Shares”). In consideration of the conversion of the Convertible Note, the Company agreed to expand the size of the Board from 4 to 7 members and elected three designees of Galaxy Partners to the Board, Messrs. Timothy S. Krieger, David B. Johnson and Michael D. Slyce. As more particularly described in Item 5.01, a “change in control” of the Company has occurred as a result of the transactions effected by the Purchase Agreement.

Effective with the signing of the Purchase Agreement, Michael Broll, the Chief Executive Officer of the Company (“Broll”), entered into an amendment to his employment agreement with the Company, whereby Broll would continue as Chief Executive Officer and Board Member of the Company through March 31, 2009. It is the present intent of the Company and Broll to negotiate a new employment arrangement prior to March 31, 2009. In the event the parties are unable to agree on a new employment arrangement, then upon receipt of Broll’s resignation from the Company and its Board of Directors on March 31, 2009, in consideration of Broll’s staying with Galaxy during the transition period subsequent to the change of control in Galaxy and in recognition of Broll’s waiver of his rights under the Company’s 2007 Stay Bonus, Severance


1

Bonus and Sales Bonus Plan, Galaxy will pay Broll compensation of $20,000 per month for 25 consecutive months beginning on April 1, 2009 less any applicable federal and/or state taxes.

Galaxy Nutritional Foods Reports Second Quarter Operating Results

Nov 14, 2008 09:00:00 (ET)

ORLANDO, Fla., Nov 14, 2008 /PRNewswire-FirstCall via COMTEX/ -- Galaxy Nutritional Foods, Inc. (GXYF, Trade ), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today reported its operating results for the second quarter and first half of FY2009.

For the three months ended September 30, 2008, the Company reported net income of $195,878, or $0.01 per diluted share, on net sales of approximately $6.1 million. In the prior-year quarter, the Company reported net income of $660,341 or $0.03 per diluted share, on net sales of approximately $6.4 million.

For the six months ended September 30, 2008, the Company reported net income of $315,829, or $0.02 per diluted share, on net sales of approximately $12.2 million. For the six months ended September 30, 2007 the Company reported net income of $811,340, or $0.04 per diluted share, on net sales of approximately $12.3 million. Operating expenses during the first half of FY2008 included a previously disclosed non-recurring employment contract expense of $346,447. Exclusive of this charge, the Company would have reported net income of $1,157,787 in the six months ended September 30, 2007.

The Company generated EBITDA, as adjusted, (a non-GAAP measure), of $554,668 (4.6% of net sales) in the first half of FY2009, compared with EBITDA, as adjusted, of $1,424,901 (11.6% of net sales) in the first half of FY2008 (see EBITDA table at end of this release for further Non-GAAP information).

"Sales remain relatively strong given the declining economic conditions and we have continued to manage costs aggressively to deliver reasonable operating profits. We have begun to see a softening of certain commodity prices and should start to see better gross margins in the first quarter of FY2010." stated Michael E. Broll, Chief Executive Officer of Galaxy Nutritional Foods, Inc."

CONFERENCE CALL AND WEBCAST INFORMATION

The Company will host an investor conference call today, November 14, 2008 at 11:00 a.m. EST; Shareholders and other interested parties may participate in the conference call by dialing 888-200-8867 (international/local participants dial 973-935-8765) and referencing the ID code 73514695 a few minutes before 11:00 am EST on November 14, 2008. A replay of the conference call will be available on Galaxy Nutritional Foods Website at: http://www.galaxyfoods.com/investors/transcripts.asp starting on Monday, November 17, 2008.

If sales volumes hold, profits may be good here... rawa dropping.

Go buy some cheese

There are $1 off coupons, course I want you to pay full price, so you'll have to find them.

News.. Enlists Gourmet Natural Foods Chef Alex Jamieson for Public Relations Program Aug 28, 2008 08:00:00 (ET)

ORLANDO, Fla., Aug 28, 2008 /PRNewswire-FirstCall via COMTEX/ -- Galaxy Nutritional Foods (GXYF, Trade ), a leading provider of cheese alternatives and organic foods, announced today a partnership with Holistic Health Counselor and Gourmet Natural Foods Chef Alex Jamieson, who served as a media spokesperson in a public relations campaign reaching women's, food and health magazines.

A graduate of the Institute for Integrative Nutrition, Jamieson is a certified holistic health counselor, accredited by the American Association of Drugless Practitioners. Working with clients all over the country, Jamieson provides dietary and lifestyle counseling to help overcome health concerns ranging from weight loss and lowering cholesterol to women's issues and detox. She appears prominently in the blockbuster film "Super Size Me" and authored "The Great American Detox Diet: 8 Weeks to Weight Loss and Well-Being."

Jamieson promoted Galaxy's cheese alternatives including Veggie, Rice, Veggy, Vegan and Rice Vegan, to magazine editors through in-person meetings in June 2008. She prepared gourmet sandwiches featuring the products and participated in question-and-answer sessions about the health benefits of limiting or eliminating high-fat dairy products.

Following these meetings, Galaxy Nutritional Foods has updated its website with consumer information and tips provided by Jamieson.

"Partnering with Alex is a perfect fit for our cheese alternative products," said Michael E. Broll, Galaxy's Chief Executive Officer. "We're thrilled to offer the media and our consumers more expert information about the health benefits and superior taste and melt of our products."

For more information and to see Alex Jamieson's tips, visit: www.galaxyfoods.com/detox.asp .

Galaxy Nutritional Foods, Inc. (GXYF, Trade ) develops and globally markets plant based cheese alternatives, organic dairy and other organic and natural food products to grocery and natural foods retailers, mass merchandisers and foodservice accounts. Veggie, the leading brand in the grocery cheese alternative category and the Company's top selling product group, is primarily merchandised in the produce section and provides calcium and protein without cholesterol, saturated fat or trans-fat. Other popular brands include: Rice, Veggy, Vegan, Rice Vegan and Wholesome Valley. For more information, visit www.galaxyfoods.com .

Galaxy Nutritional Foods, Inc. is headquartered in Orlando, Florida, and its common stock is quoted on the OTC Bulletin Board under the symbol "GXYF".


Contact:
Brittany Welch
360 Public Relations
(617) 585-5785
bwelch@360publicrelations.com

Giff I guess it amounts to delayed dilution either way, but he is better with more shares. imo

It will be totally up to Deluca. I'm assuming it will be more shares issued.

Giff: seems plausible. My question is: if Deluca got Covertible Debt in exchange for $, why then would the company not just merely lower the conversion price, another company I traded used to do that for its lenders fairly frequently.

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

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

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

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

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

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

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

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

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

Giff so what is your take on it? Very slow and Mild upward adjustment and then a plateau with side ways trading until something good happens?
Just my persception

No Questions at CC.

News... Galaxy Nutritional Foods Reports First Quarter Operating Results
Wednesday August 13, 8:00 am ET


ORLANDO, Fla., Aug. 13 /PRNewswire-FirstCall/ -- Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF - News), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today reported its operating results for the first quarter of its Fiscal Year 2009.
ADVERTISEMENT


For the three months ended June 30, 2008, the Company reported income from operations of $227,689 and net income of $119,951, or $0.01 per basic and diluted share, on net sales of approximately $6 million. In the prior-year quarter ended June 30, 2007, the Company reported net income of $150,999, or $0.01 per basic and diluted share, on net sales of approximately $5.9 million. Operating expenses in the prior year quarter included a non-recurring employment contract expense of $346,447. Exclusive of this charge, the Company would have reported net income of $497,446 in the prior-year quarter. The Company generated EBITDA, as adjusted, a non-GAAP measure, of $239,565 (4.0% of net sales) in the quarter ended June 30, 2008 compared with $623,594 (10.5% of net sales) in the prior-year quarter (see EBITDA table at end of this release for further non-GAAP information and disclosure). This substantial decline in EBITDA versus the prior year is primarily due to lower gross margin in the current year which was driven by a substantial increase in our cost of goods sold.

"Given the significantly higher ingredient and transportation costs during the first quarter of this fiscal year versus the prior year, we managed to deliver a modest level of operating income while maintaining an acceptable level of consumer programs," stated Michael E. Broll, Chief Executive Officer of Galaxy Nutritional Foods, Inc.

"While commodity costs seem to have stabilized, we have not yet seen any signs of potential softening," concluded Broll.

CONFERENCE CALL AND WEBCAST INFORMATION

The Company will host an investor conference call today, August 13, 2008 at 11:00 a.m. EDT; Shareholders and other interested parties may participate in the conference call by dialing 888-200-8867 (international participants dial 973-935-8765) and referencing the ID code 59365667 a few minutes before 11:00 am EDT on August 13, 2008. A replay of the conference call will be available on the Galaxy Nutritional Foods, Inc. Website at: http://www.galaxyfoods.com/investors/transcripts.asp starting on Thursday, August 14, 2008.

Just realized GXYF 12 month trailing EPS might increase...

because 1Q last year had some extra expenses...

Any Questions for the cc on Wednesday?

Galaxy Nutritional Foods Announces First Quarter FY2009 Operating Results Conference Call for Wednesday, August 13, 2008
Thursday August 7, 9:00 am ET

ORLANDO, Fla., Aug. 7 /PRNewswire-FirstCall/ -- Galaxy Nutritional Foods (OTC Bulletin Board: GXYF - News), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today announced that it will host an investor conference call to discuss operating results for the first quarter of the 2009 fiscal year at 11:00 a.m. EDT on Wednesday, August 13, 2008. The Company plans to report its operating results before the market opens the same day.

ADVERTISEMENT
Shareholders and other interested parties may participate in the conference call by dialing 888-200-8867 (international/local participants 973-935-8765) and referencing the ID code 59365667 a few minutes before 11:00 a.m. EDT on August 13, 2008. A replay of the conference call will be available on Galaxy Nutritional Foods Website at: http://www.galaxyfoods.com/investors/transcripts.asp starting on Thursday, August 14, 2008.

About Galaxy Nutritional Foods, Inc.

Galaxy Nutritional Foods, Inc. (OTC BB: GXYF - News) develops and globally markets plant based cheese alternatives, organic dairy and other organic and natural food products to grocery and natural foods retailers, mass merchandisers and foodservice accounts. Veggie, the leading brand in the grocery cheese alternative category and the Company's top selling product group, is primarily merchandised in the produce section and provides calcium and protein without cholesterol, saturated fat or trans-fat. Other popular brands include: Rice, Veggy, Vegan, Rice Vegan and Wholesome Valley. Galaxy Nutritional Foods, Inc. is dedicated to developing nutritious and delicious food products made with high quality natural ingredients that exceed the expectations of today's health conscious consumers. Galaxy is also committed to reducing its environmental impact as part of an Eat Green for Body & Earth(TM) program that offsets carbon emissions associated with product shipping and emphasizes the use of organic ingredients. For more information on Galaxy's products or green initiatives, visit www.galaxyfoods.com. Galaxy Nutritional Foods, Inc. is headquartered in Orlando, Florida, and its common stock is quoted on the OTC Bulletin Board under the symbol "GXYF".

CC...

- Casein purchased 20% discount for next 3 months starting about now.
- Hummus is tough, move suppliers 90 day setback..
- Going concern about Deluca.. issue is complicated & several things could happen.
- Good cash... managed it close
- Looking at ways to addressing more communication to shareholders... (LOL.. I say pump it!)
- I like butter myself... That old guy was a waste of time.. Cut him off Mike!

4thQ EBITDA $353,271
x 4 q's = $1,413,084

multiple seems low vs mkt cap...

Humm... more shares or default...

We are currently in discussions with Mr. DeLuca regarding options to extend the maturity date, refinance and/or convert all or a portion of the Convertible Note and accrued interest thereon into equity at a lower conversion price on or before its maturity on October 19, 2008. There can be no assurance that we will be successful in our negotiations with Mr. DeLuca and other parties or that the terms of any such refinancing or conversions will not result in the issuance, or potential issuance, of a significant amount of equity securities that will cause substantial dilution to our stockholders. In the event we are not successful, any collection actions by Mr. DeLuca could have a material adverse affect on the liquidity and financial condition of our Company and our ability to secure additional financing. The default rate of interest on our Convertible Note is 17.5%. Additionally, a default on our Convertible Note would trigger a cross default in our obligations under our Commercial Finance Agreement which would result in an acceleration of our obligations and subject us to a default rate of interest there under. To the extent we have any borrowings outstanding at such time, such a cross default would further exacerbate our liquidity position and have a material adverse affect on our financial condition and we may not be able to continue as a going concern.

what's left to convert? 6 mil or so?

successfully obtaining sufficient cash resources to pay $3,451,478 on October 19, 2008

I'm about exhausted here....

Won't be able to ask a question today....

but would now focus on... We know they can make money... but can they now turn and grow it? Can they grow with Deluca? Does he want to Grow? Do he want to step forward with some cash for growth?

or

What is this company worth? Any offers?

(16) Quarterly Operating Results (Unaudited)
Unaudited quarterly operating results are summarized as follows:
Three Months Ended (Unaudited)

Fiscal 2008 March 31 December 31 September 30 June 30

Net sales $6,427,240 $6,446,099 $6,401,124 $5,916,137
Gross mar 2,096,992 2,300,899 2,660,286 2,455,769
Net income 232,150 295,365 660,341 150,999
net income p/s 0.01 0.02 0.04 0.01
Diluted NIp/s 0.01 0.01 0.03 0.01
Stock deficit(632,699) (864,849) (1,160,214)(1,820,555)

Three Months Ended (Unaudited)

Fiscal 2007 March 31 December 31 September 30 June 30

Net sales $6,491,152 $6,110,619 $6,727,777 $7,832,562
Gross marg 2,716,797 2,693,387 2,770,027 2,757,350
Net income 201,179 726,184 561,564 (1,342,429)
net incomep/s 0.01 0.04 0.03 (0.07)
Diluted NIp/s 0.01 0.03 0.03 (0.07)
Stock deficit(1,971,554)(2,172,733)(2,919,365)(2,591,259)

10K out... better then expected...

Galaxy Nutritional Foods Announces FY 2008 Operating Results Conference Call for Tuesday, July 1, 2008
Wednesday June 25, 3:22 pm ET

ORLANDO, Fla., June 25 /PRNewswire-FirstCall/ -- Galaxy Nutritional Foods (OTC Bulletin Board: GXYF - News), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today announced that it will host an investor conference call to discuss operating results for the fourth quarter of the 2008 fiscal year at 11:00 a.m. EDT on Tuesday, July 1, 2008. The Company plans to report its operating results before the market opens the same day.

ADVERTISEMENT
Shareholders and other interested parties may participate in the conference call by dialing 888-200-8867 (international/local participants 973-935-8765) and referencing the ID code 53770300 a few minutes before 11:00 am EDT on July 1, 2008. A replay of the conference call will be available on Galaxy Nutritional Foods Website at: http://www.galaxyfoods.com/investors/transcripts.asp starting on Wednesday, July 2, 2008.

About Galaxy Nutritional Foods, Inc.

Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF - News) develops and globally markets plant based cheese alternatives, organic dairy and other organic and natural food products to grocery and natural foods retailers, mass merchandisers and foodservice accounts. Veggie, the leading brand in the grocery cheese alternative category and the Company's top selling product group, is primarily merchandised in the produce section and provides calcium and protein without cholesterol, saturated fat or trans-fat. Other popular brands include: Rice, Veggy, Vegan, Rice Vegan and Wholesome Valley. Galaxy Nutritional Foods, Inc. is dedicated to developing nutritious and delicious food products made with high quality natural ingredients that exceed the expectations of today's health conscious consumers. Galaxy is also committed to reducing its environmental impact as part of an Eat Green for Body & Earth(TM) program that offsets carbon emissions associated with product shipping and emphasizes the use of organic ingredients. For more information on Galaxy's products or green initiatives, visit www.galaxyfoods.com . Galaxy Nutritional Foods, Inc. is headquartered in Orlando, Florida, and its common stock is quoted on the OTC Bulletin Board under the symbol "GXYF" .

Filings showed some questions by SEC...

they way Morini options were handled. "No further questions"

http://www.sec.gov/Archives/edgar/data/819527/000104999008000005/filename1.htm

10K out on 6/30/08 says the company.

Nt gets you 15 more days I think.

Good ?

It would be silly to file NT 10-K Notification that Annual Report will be submitted late.

Just more paperwork to do.

Probably just a pain to even submit the paperwork required of a public company. Easier to just take it private.

Though a reverse merger with a larger company seems like an interesting option.

Perhaps someone could stop by

5955 TG Lee Boulevard
Suite 201
Orlando, FL 32822

to see if anyone is there & ask if they need some help.

Fred is probably over around Ft Lauderdale somewhere.

Perhaps he will give them a hand.

Course he might want his note paid back or something.

Humm? why not file NT?

Not there yet

http://www.otcbb.com/DailyListContent/delistings/OTCBBDelOpenReport.pdf

I am sure they are going to have an outstanding report soon given the raises they paid themselves.

Humm? They might let it go "E"

Somebody is short 46,700 shares as of May 30th report...

http://www.otcbb.com/asp/OTCE_Short_Interest_popup.asp?Symbol=gxyf&StlmtDt=05/30/2008

I don't expect a great report, but sure would be nice if the come in with a few hundred K net income.