UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO.1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMarch 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number001-10346
GALENFEHA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 46-2283393 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
420 Throckmorton Street, Suite 200
Ft. Worth, Texas 76102
(Address of principal executive offices) (Zip code)
(800) 280-2404
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer [ ] | Accelerated Filer [ ] |
| Non-Accelerated Filer [ ] | Smaller Reporting Company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of May 20, 2015, there were 89,911,000 shares of the registrant’s common stock outstanding, each with a par value of $0.001.
EXPLANATORY NOTE
The purpose of this Amendment No.1 (the "Amendment") to the Galenfeha, Inc. (the "Company") quarterly report on Form 10-Q for the period ended March 31, 2015, originally filed with the U.S. Securities and Exchange Commission on May 15, 2015 (the "Form 10-Q"), is to revise accounting NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS, to reflect current FASB note; NOTE 5 – NOTES PAYABLE promissory note to a related party for $250,000 and of current maturities and five year debt schedule for two notes payable table; NOTE 7 – COMMITMENTS AND CONTINGENCIES table company lease agreements; Note 8 – BUSINESS COMBINATION correction of 76,700 common shares of stock, issuable pro rata over four quarters.
The information provided previously in the Condensed Consolidated Balance sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statement of Changes in Shareholders’ Equity, and the Condensed consolidated Statements of Cash Flows has not been changed. No other changes have been made in this Amendment to the Form 10-Q. This Amendment speaks as of the original date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date
TABLE OF CONTENTS
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED March 31, 2015
| Galenfeha, Inc. |
| INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| (Unaudited) |
Galenfeha, Inc.
Condensed Consolidated Balance Sheets
March 31, 2015 and December 31, 2014
(Unaudited)
| March 31, 2015 | December 31, 2014 | |||||
| (Unaudited) | ||||||
| Assets | ||||||
| Current Assets | ||||||
| Cash | $ | 593,441 | $ | 94,668 | ||
| Accounts receivable | 430,621 | 113,506 | ||||
| Inventory | 308,391 | 138,380 | ||||
| Total current assets | 1,332,453 | 346,554 | ||||
| Fixed Assets, Net | 181,689 | 185,105 | ||||
| Other Assets | ||||||
| Goodwill | 240,050 | - | ||||
| Investments | - | 66,000 | ||||
| Deposits | 1,000 | 1,000 | ||||
| Total Assets | $ | 1,755,192 | $ | 598,659 | ||
| Liabilities and Stockholders’ Equity | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 79,991 | $ | 34,309 | ||
| Current maturities of long term debt | 4,789 | 4,741 | ||||
| Related party convertible promissory note, net of net discount | 49,315 | 143,493 | ||||
| Due to officer | 24,316 | 24,316 | ||||
| Total current liabilities | 158,411 | 206,859 | ||||
| Long Term Debt | 13,303 | 14,518 | ||||
| Total liabilities | 171,714 | 221,377 | ||||
| Stockholders’ Equity | ||||||
| Common stock subscribed | 1,143,950 | - | ||||
| Common stock | ||||||
| Authorized: 500,000,000 common shares, $0.001 par value Issued and outstanding shares: 79,162,000 shares at March 31, 2015 and 77,812,000 shares at December 31, 2014 | 79,162 | 77,812 | ||||
| Additional paid-in capital | 1,043,638 | 909,988 | ||||
| Accumulated deficit | (683,272 | ) | (610,518 | ) | ||
| Total stockholders’ equity | 1,583,478 | 377,282 | ||||
| Total Liabilities and | ||||||
| Stockholders’ Equity | $ | 1,755,192 | $ | 598,659 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-2
Galenfeha, Inc.
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2015 and 2014
(Unaudited)
| For the Three | For the Three | |||||
| Months Ended | Months Ended | |||||
| March 31, 2015 | March 31, 2014 | |||||
| Revenues | ||||||
Product sales, net | $ | 316,702 | $ | - | ||
Cost of Sales | 194,826 | - | ||||
Gross Profit | 121,876 | - | ||||
| Expenses | ||||||
General and administrative | 39,412 | 27,384 | ||||
Payroll expenses | 111,048 | - | ||||
Professional fees | 2,913 | 19,972 | ||||
Engineering research and development | 1,601 | 22,304 | ||||
Depreciation expense | 4,847 | 273 | ||||
Total expenses | 159,821 | 69,933 | ||||
Loss from continuing operations | (37,945 | ) | (69,933 | ) | ||
| Other (Expense) Income | ||||||
Interest income | 15 | 6 | ||||
Interest expense | (34,824 | ) | - | |||
Total other (expense) | (34,809 | ) | 6 | |||
Net loss | $ | (72,754 | ) | $ | (69,927 | ) |
| Net loss per share basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average number of common shares outstanding, basic and diluted | 78,442,000 | 51,373,111 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-3
Galenfeha, Inc.
Condensed Consolidated Statements of Shareholders’ Equity
for the period from March 14, 2013 (inception) to March 31, 2015
(Unaudited)
| Common Stock | Common Stock | Additional | Accumulated | |||||||||||||||
| Subscribed | Paid-in | Deficit | ||||||||||||||||
| Capital | ||||||||||||||||||
| Shares | Amount | Total | ||||||||||||||||
| Inception March 14, 2013 | ||||||||||||||||||
| Common shares issued for cash and assets at $0.001 per share | 45,000,000 | $ | 45,000 | $ | - | $ | - | $ | - | $ | 45,000 | |||||||
| Common shares issued for cash at $0.025 per share | 6,252,000 | 6,252 | 150,048 | 156,300 | ||||||||||||||
| Common shares subscribed | 22,500 | 22,500 | ||||||||||||||||
| Loss for the period from inception on March 14, 2013 to December 31, 2013 | (136,495 | ) | 136,495 | |||||||||||||||
| Balance – December 31, 2013 | 51,252,000 | 51,252 | 22,500 | 150,048 | (136,495 | ) | 87,305 | |||||||||||
| Common shares issued for cash and assets at $0.020 per share | 500,000 | 500 | - | 9,500 | - | 10,000 | ||||||||||||
| Common shares issued for cash at $0.025 per share | 25,160,000 | 25,160 | 603,840 | - | 629,000 | |||||||||||||
| Common shares subscribed | 900,000 | 900 | (22,500 | ) | 21,600 | - | - | |||||||||||
| Beneficial conversion feature of convertible promissory note | - | - | - | 125,000 | - | 125,000 | ||||||||||||
| Loss, December 31, 2014 | (474,023 | ) | (474,022 | ) | ||||||||||||||
| Balance – December 31, 2014 | 77,812,000 | 77,812 | - | 909,988 | (610,518 | ) | 377,282 | |||||||||||
| Common shares issued for cash at $0.10 per share | 1,350,000 | 1,350 | - | 133,650 | - | 135,000 | ||||||||||||
| Common shares subscribed in acquisition of subsidiary | - | - | 191,750 | - | - | 191,750 | ||||||||||||
| Common shares subscribed | - | - | 952,200 | - | - | 952,200 | ||||||||||||
| Loss, March 31, 2015 | - | - | - | - | (72,754 | ) | (72,754 | ) | ||||||||||
| Balance – March 31, 2015 | 79,162,000 | $ | 79,162 | $ | 1,143,950 | $ | 1,043,638 | $ | (683,272 | ) | $ | 1,583,478 | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-4
Galenfeha, Inc.
Condensed Consolidated Statements of Cash Flow
For the three months ended March 31, 2015 and December 31, 2014
(Unaudited)
| Three months ended | Three months ended | |||||
| March 31, 2015 | March 31, 2014 | |||||
| Operating Activities | ||||||
| Net Loss | $ | (72,754 | ) | $ | 69,927 | |
| Adjustments to reconcile net loss to net | ||||||
| cash used in operating activities: | ||||||
| Depreciation and amortization | 4,847 | 273 | ||||
| Amortization of debt discount | 30,822 | - | ||||
| Changes in operating assets and liabilities | ||||||
| (Increase) in accounts receivable | (317,115 | ) | - | |||
| (Increase) in inventory | (99,311 | ) | - | |||
| Increase in accounts payable and accrued liabilities | 45,682 | 17,480 | ||||
| Net cash used in operating activities | (407,829 | ) | (52,174 | ) | ||
| Investing Activities | ||||||
| Purchase of fixed assets | (1,431 | ) | - | |||
| Investment in subsidiary | (53,000 | ) | - | |||
| Net cash used in investing activities | (54,431 | ) | - | |||
| Financing Activities | ||||||
| Payments on note payable | (1,167 | ) | - | |||
| Payments on convertible promissory note | (125,000 | ) | ||||
| Sale of capital stock | 1,087,200 | 10,000 | ||||
| Net cash provided by financing activities | 961,033 | 10,000 | ||||
| Increase in cash | 498,773 | (42,174 | ) | |||
| Cash at beginning of period | 94,668 | 73,480 | ||||
| Cash and cash equivalents at end of period | $ | 593,441 | $ | 31,306 | ||
| Supplemental information and non-monetary transactions | ||||||
| Assets contributed for common stock | $ | - | $ | 2,500 | ||
| Stock issued in acquisition of subsidiary | $ | 191,750 | $ | - |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-5
Galenfeha, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2015
NOTE 1 - NATURE OF BUSINESS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2015, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2015 audited financial statements included in its Form 10-K filed with the Securities and Exchange Commission. The results of operations for the period ended March 31, 2015 and the same period last year are not necessarily indicative of the operating results for the full years.
Galenfeha incorporated in the State of Nevada on March 14, 2013, as a for-profit company with a fiscal year end of December 31. Our business office is located at 420 Throckmorton Street, Suite 200, Ft. Worth Texas 76102. We are an engineering company who provides engineering services and alternative power products. Since our inception, we have been providing contractual engineering services, implementing our new products and proprietary technology across multiple disciplines.
On March 21, 2015 the Company completed its acquisition of Daylight Pumps, LLC (“Daylight”) for stock and cash. Daylight will continue to operate under its current name. Daylight produces injections pumps to the oil and gas industry.
Our revenue stream comes from our contractual engineering services and products we develop and manufacture for natural gas producers, and various industries primarily in the states of Texas and Louisiana. Our engineering services and products reduce our customer’s cost associated with current energy production, including carbon footprint, hazardous waste, and other non-sustainable aspects of producing energy with current technologies.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 2 regarding the assumption that the Company is a “going concern”).
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
F-6
REVENUE RECOGNITION
The Company recognizes revenue for sales and billing for freight charges upon delivery of the product to the customer at a fixed and determinable price with a reasonable assurance of collection, passage of title to the customer as indicated by shipping terms and fulfillment of all significant obligations, pursuant to the guidance provided by Accounting Standards Codification (“ASC”) Topic 605. For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. In addition, judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized until we have determined that collectability is reasonably assured. The Company estimates customer product returns based on historical return patterns and reduces sales and cost of sales accordingly. As of March 31, 2015, 100% of sales were to a single customer.
CASH AND CASH EQUIVALENTS
All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. Cash at March 31, 2015 and December 31, 2014 was $593,440 and $94,668, respectively.
ACCOUNTS RECEIVABLE
Accounts receivable represents the uncollected portion of amounts recorded as revenues. Management performs periodic analyses to evaluate all outstanding accounts receivable to estimate an allowance for doubtful accounts that may not be collectible, based on the best facts available to management. Management considers historical collection patterns, accounts receivable aging trends and specific identification of disputed invoices in its analyses. After all reasonable attempts to collect a receivable have failed, the receivable is directly written off. As of March 31, 2015 and December 31, 2014, the balance of the allowance for doubtful accounts was $0 and $0, respectively.
As of March 31, 2015, accounts receivable from one customer comprised 100% of total accounts receivable for a sales made in the quarter ended March 31, 2015.
INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis (“FIFO”), or market, including direct material costs and direct and indirect manufacturing costs. As of March 31, 2015, all work in process inventory assembled had been sold and only cost of materials and freight-in are included in raw material inventory.
PROPERTY
Property, plant and equipment is recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixtures, and equipment. Expenditures for repairs and maintenance are charged to expense as incurred.
INTANGIBLE ASSETS
The Company evaluates intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Intangible assets are tested for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value and the carrying value. The fair value is estimated using discounted cash flows. Forecasts of future cash flows are based on management’s best estimate of future net sales and operating expenses, based primarily on estimated category expansion, market segment share and general economic conditions.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs, predominately internal labor costs and costs of materials, are charged to expense when incurred.
ADVERTISING EXPENSES
Advertising expenses are expensed as incurred. The Company expensed advertising costs of $6,306 and $nil for the three month periods ended March 31, 2015 and 2014, respectively.
SHIPPING AND HANDLING CHARGES
The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share is calculated in accordance with FASB ASC topic, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2015. As of March 31, 2015, the Company had no dilutive potential common shares.
F-7
FAIR VALUE ACCOUNTING
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard provides guidance as to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. The Company has elected to early adopt the provisions of ASU 2014-15 for these audited consolidated financial statements.
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years.
A summary is as follows:
| March 31, 2015 | December 31, 2014 | |||||
| Manufacturing assets | $ | 120,835 | $ | 120,835 | ||
| Vehicles | 56,828 | 56,828 | ||||
| Furniture and equipment | 10,045 | 8,614 | ||||
| Improvements | 6,280 | 6,280 | ||||
| 193,988 | 192,557 | |||||
| Less accumulated depreciation | (12,299 | ) | (7,452 | ) | ||
| Property and equipment, net | $ | 181,689 | $ | 185,105 |
Depreciation expense related to property and equipment was $4,847 and $273 for the three months ended March 31, 2015 and 2014, respectively.
F-8
NOTE 5 – NOTES PAYABLE
The Company issued a convertible promissory note to a related party for $250,000. The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20,Debt with Conversion and Other Options, Emerging Issues Task Force ("EITF") 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved.
The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a discount on the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants and the debt on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.
The beneficial conversion discount is being amortized over the one year life of the promissory note. As of March 31, 2015, $49,315 of the discount has been amortized as interest. Interest amortized for the three months ended March 31, 2015 and 2014 was $30,822 and $nil, respectively.
The Company incurred a loan of $20,000 in the acquisition of a vehicle. The note has an interest rate of 4.04%, payable in payments of $452.65 for 48 months.
The current maturities and five year debt schedule for the two notes is as follows:
| 2015 | $ | 129,489 | |
| 2016 | 4,986 | ||
| 2017 | 5,191 | ||
| 2018 | 3,126 | ||
| 142,792 | |||
| Less current maturities | (129,489 | ) | |
| $ | 13,303 |
During the three months ended March 31, 2015, interest expense accrued on the convertible promissory note was $3,812 and interest expense incurred and paid on the auto loan was $191. No interest was incurred during the three months ended March 31, 2014.
NOTE 6 - SHAREHOLDERS’ EQUITY
COMMON STOCK
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.001.
On March 11, 2014, the Company sold 500,000 shares at the fixed price of $0.02 to an employee of the Company for $10,000.
On April 17, 2013, the company filed with the Securities and Exchange Commission an exemption from registration offering on Form D. The offering was closed on April 17, 2014. During this private offering, the Company issued 32,312,000 shares that were subscribed in the one year period at a fixed price of $.025 per share for total proceeds of $807,800.
On February 17, 2015, the Company sold 1,350,000 shares of its common stock to one private investor at a price of $0.10 per share, for a total of $135,000. Between February 2 and April 27, 2015, the Company sold 10,272,000 shares of common stock to 117 private investors at a fixed price of $0.10 per share, or an aggregate sale price of $1,027,200. These shares were issued on May 1, 2015.
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
F-9
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company entered into a lease agreement for office and research facilities in Louisiana. The lease is for two years at $31,200 per year beginning September 20, 2014. The second lease is for $10,200 per year for 24 months. The company leases a virtual office in Texas for one year at $1,188 per year. The lease commitments for the facilities are:
| Year | |||
| Ended | Amount | ||
| 2015 | $ | 31,941 | |
| 2016 | 29,400 | ||
| 2017 | - | ||
| 2018 | - | ||
| $ | 61,341 |
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE 8 – BUSINESS COMBINATION
On March 21, 2015, the Company completed its acquisition of Daylight Pumps, LLC, a corporation organized under the laws of Arkansas. The acquisition was for the business process and $10,000 of inventory assets. Consideration was $58,300 in cash and 767,000 common shares of stock, issuable pro rata over four quarters. The former owners will continue to operate the Company under the Daylight Pumps name.
The acquisition was reported as follows:
| March 21, 2015 | |||
| Inventory assets | $ | 10,000 | |
| 10,000 | |||
| Cash for consideration | 58,300 | ||
| Stock for consideration | 191,750 | ||
| Total Consideration | 250,050 | ||
| Goodwill | $ | 240,050 |
NOTE 9 – SUBSEQUENT EVENTS
On May 1, 2015, the Company issued 250,000 shares of common stock to Pietro Pagliaruli for CAD/CAM Engineering Design Services for GLFH1200 series battery development. On May 1, 2015, the Company issued 33,125 shares of common stock to Warren T. Robertson as a quarterly percentage valuation, part of the acquisition terms of Daylight Pumps, LLC. Also on May 1, 2015, 47, 000 shares of common stock for percentage balance of inventory, and 146,875 shares of common stock as a quarterly percentage valuation, were issued to Wayne Hightower, as part of the acquisition terms of Daylight Pumps, LLC.
F-10
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our Form 10-K filed with the Securities and Exchange Commission on April 15, 2015. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.
Background Overview
Galenfeha incorporated in the State of Nevada on March 14, 2013, as a for-profit company with a fiscal year end of December 31. Our executive office is located at 420 Throckmorton Street, Suite 200, Ft. Worth Texas 76102, and the Company’s manufacturing facility is located at 9204 Linwood Avenue, Suite 104, Shreveport, LA. 71106. Our Telephone numbers are Toll free 1-800-280-2404, International 1-817-945-6448, and our facsimile number is 817-887-1455. Our email address isinfo@galenfeha.com and our website address iswww.galenfeha.com.
In the first quarter of 2014, we began development of a new battery technology primarily designed to operate automation and measurement computers in remote oil field locations. This battery system technology provides an environmentally friendly, inherently safe, internally temperature regulated, uninterruptible power supply for oil and gas well location automation and measurement equipment. By the end of first quarter 2014, the battery system had proven effective in rigorous field-testing, and by April 2014, we formulated a production matrix to begin the build-out of marketable product. At the beginning of May 2014, we ordered the components necessary to construct an initial production run of 700 units for a July 2014 production window. At the beginning of third quarter 2014, we began shipping our patent pending battery systems to a multi-state distributer in Shreveport, Louisiana. This battery system is enjoying rapid acceptance within the industry, and we have seen increased demand since commercialization in fourth quarter 2014.
During Second and Third Quarter 2014, the Company developed a private label, unique, user interface driven, real-time battery state of charge and asset tracking system that is internally integrated within the Company’s line of LiFePO4 battery systems. The system communicates the current battery performance, and operates as a Cloud driven database to collect and collate individual client information and uses unique ESN numeric identifiers to reference each client’s specific asset performance and inventory. The system then utilizes a combination of CDMA technologies coupled with satellite geo-location referencing to accurately monitor and track the battery system in the event of theft. This feature functioning as an integrated component within the battery product was a specific engineering request from several of the Company’s oil and gas clients.
On November 10, 2014, the system was successfully field tested when a battery with the asset tracking system was stolen from a natural gas location in East Texas. This event allowed for the immediate alert of local authorities and provided detailed directions to the perpetrator’s home where he was arrested without incident and the asset was recovered. The Company is investigating providing this technology to U.S. Military applications.
At the end of fourth quarter 2014, we began researching the use of this battery technology outside of the oil and gas industry. In conjunction with these alternative markets, we tested a proof-of-concept model for use in zero emission recreational vehicles such as golf carts and an off-road UTV gas/electric hybrid platform. We finalized the acquisition of a chemical injection pump manufacturing company in first quarter of 2015. An initial production run of 200 chemical injection stations that incorporates our battery product has begun, and delivery began in first quarter 2015.
We anticipate growth in overall product sales in 2015 for reasons threefold: 1.) Increased market acceptance of our products, 2.) Embedding the battery technology within our chemical injection pump systems will not only serve to further validate product viability but will assist in expanding beyond automation and measurement to the production sector of the petroleum industry, 3.) Introduction of our technology outside the petroleum industry will introduce us to additional markets.
A condensed version of our 2015 statement of work is as follows:
- Finalize testing of battery technology in zero-emission recreational vehicles (completed)
- Finalize acquisition of DayLight Pump, LLC and begin distribution (completed)
- Begin production of second generation battery design in the United States (completed)
- Receive MIL-SPEC certification for our battery system technology (Now available )
- Begin production of military vehicle and troop applications (6/15)
- Move all capable production to the United States (9/15)
- Search for mergers/acquisitions of complimenting companies (ongoing)
- Continue developing new technology (ongoing)
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Since the Company’s inception, the Company has accomplished key milestones outlined in our 2014-2015 statement of work. A majority of the monies spent to date have been for initial financing actives related to creating a public company, developing new products, and R&D cost. We anticipate that in 2015, the Company will become profitable, and that these initial cost will be greatly reduced, and the majority use of capital will be in purchasing inventory for production, and the research and development of new products.
Results of Operations for the Three Months ending March 31, 2015
Assets
At March 31, 2015, we had total assets of $1,755,192, of which $593,441 was in cash.
Revenues
Revenues for the three months ended March 31, 2015 and 2014 were $316,702 and $0, respectively. Sales commenced in June 2014.
Cost of Revenues
Cost of Revenues for the three months ended March 31, 2015 and 2014 were $194,826 and $0, respectively. 2014 costs were cost of materials and manufacturing supplies.
Operating Expense
Total operating expenses for the three months ended March 31, 2015 and 2014 were $159,821 and $69,933, respectively. Expenses increased as the Company incurred engineering and other professional expenses in preparation for the manufacturing of batteries compared to 2014 when the Company had compliance costs and research and development.
Net Loss
Net operating loss for the three months ended March 31, 2015 and 2014 were $37,945 and $69,933 respectively. The Company realized a lower net loss because of new revenue generation.
Net loss for the three months ended March 31, 2015 and 2014 were $72,754 and $69,927 respectively. The Company realized a higher net loss because of increased interest expense.
Equity Distribution
Since our incorporation, we have raised capital through private sales of our common equity. As of March 31, 2015, we have issued 79,162,000 shares of our common stock to various shareholders, in exchange for cash.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Quantitative & Qualitative Disclosures about Market Risks
Not applicable.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our Chief Executive Officer has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer believes that:
‡ | Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and |
| ‡ | Our disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to our management, and made known to our Chief Executive Officer particularly during the period when this Report was prepared, as appropriate to allow timely decisions regarding the required disclosure. |
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The Company’s Chief Executive Officer has evaluated our disclosure controls and procedures and concluded that these controls and procedures were not effective as of May 15, 2015.
Unremediated Material Weakness
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, which result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
We converted from an outside contractor to in-house for the preparation of the financial statements for our Independent Registered Public Accounting Firm. The internal statements had not been on a basis not in accordance with GAAP as of March 31, 2015 without the proper recording of accruals, inventory and stock sales.
To initially address this material weakness, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Remediation of Material Weakness
To remediate the material weakness in our disclosure controls and procedures identified above, we have engaged the services of an outside accountant to prepare our financial statements. The accruals, inventory and other accounting items are being corrected with the implementation of the new accounting processes. With the transition from in-house accounting preparation to our outside accountant, proper accrual accounting is expected to be complete in the before the end second quarter 2015.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 1A. Risk Factors
A description of the risks associated with our business, financial condition and results of operations is set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on April 15, 2015. These factors continue to be meaningful for your evaluation of the Company and we urge you to review and consider the risk factors presented in the Annual Report on Form 10-K. We believe there have been no changes that constitute material changes from these risk factors.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company issued 10,000,000 shares of our $0.001 par value common stock to James Ketner, our then President/CEO and director, on March 31, 2013 for a cash contribution in the amount of $7,500, and assets he contributed to the Company in the amount of $2,500 for a total cash value of $10,000. The Company issued 10,000,000 shares of our $0.001 par value common stock to Mr. Richard Owston, a director, on March 31, 2013 for a cash contribution of $10,000. The Company issued 10,000,000 shares of our $0.001 par value common stock to Mr. Trey Moore, a director, for a cash contribution of $10,000. In April, 2013, two additional directors joined the Company, Ms. LaNell Armour, and Mr. Lucien Marioneaux, Jr. Ms. Armour purchased 5,000,000 shares of our $0.001 common stock for a cash contribution of $5,000. Mr. Marioneaux purchased 10,000,000 shares of our $0.001 common stock for a cash contribution of $10,000.
On April 17, 2013, the Company filed with the Securities and Exchange Commission an exemption from registration offering on Form D. As of December 31, 2013, the Company sold 6,252,000 shares of common stock to private investors at a fixed price of $0.025 for total proceeds of $156,300. On October 7, 2013, the Company subscribed 900,000 shares of common stock at $0.025 per share for total proceeds of $22,500. The shares were issued on March 27, 2014.
During 2014 we sold 25,660,000 shares to seventy-nine private investors. We sold 25,160,000 of those shares to seventy-eight private investors at a price of $.025 per share, or an aggregate sale price of $629,000. We sold 500,000 of the shares to one private investor at a price of $.020 per share, or an aggregate sale price of $10,000.
On February 17, 2015, the Company sold 1,350,000 shares of its common stock to one private investor at a price of $0.10 per share, for a total of $135,000. Between February 2 and April 27, 2015, the Company sold 10,272,000 shares of common stock to 117 private investors at a fixed price of $0.10 per share, or an aggregate sale price of $1,027,200. These shares were issued on May 1, 2015. On May 1, 2015, the Company issued 250,000 shares of common stock to Pietro Pagliaruli for CAD/CAM Engineering Design Services for GLFH1200 series battery development. On May 1, 2015, the Company issued 33,125 shares of common stock to Warren T. Robertson as a quarterly percentage valuation, part of the acquisition terms of Daylight Pumps, LLC. Also on May 1, 2015, 47, 000 shares of common stock for percentage balance of inventory, and 146,875 shares of common stock as a quarterly percentage valuation, were issued to Wayne Hightower, as part of the acquisition terms of Daylight Pumps, LLC.
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Item 3. DEFAULTS UPON SENIOR SECURITEIES
None
Item 4. MINE SAFETY DISCLOSURES
Not applicable
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS
(a) Exhibits:
| Number | Description | |
| 31.1 | ||
| 32.1 |
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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 thereunto duly authorized.
Galenfeha, Inc.
| Date: May 20, 2015 | By: | /s/ Lucien Marioneaux Jr. |
| Name: | Lucien Marioneaux Jr. | |
| President and Chief Executive Officer | ||
| (Principal Financial Officer, Principal | ||
| Accounting Officer) |
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