Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Trading Symbol | glfh | |
Entity Registrant Name | Galenfeha, Inc. | |
Entity Central Index Key | 1,574,676 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 62,050,000 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 1,290 | $ 129,973 |
Marketable securities | 68,000 | 0 |
Accounts receivable from related parties | 0 | 14,189 |
Assets held for sale | 0 | 381,041 |
Total current assets | 69,290 | 525,203 |
OTHER ASSETS | ||
Deposits | 0 | 1,000 |
Total other assets | 0 | 1,000 |
TOTAL ASSETS | 69,290 | 526,203 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 38,867 | 32,892 |
Deferred revenue | 0 | 43,602 |
Liabilities held for sale | 0 | 350,000 |
Margin loan account | 17,479 | 0 |
Convertible debt | 43,000 | 0 |
Due to officer | 27,500 | 110,000 |
Total current liabilities | 126,846 | 536,494 |
Total liabilities | 126,846 | 536,494 |
STOCKHOLDERS' DEFICIT | ||
Common stock: 150,000,000 authorized, $0.001 par value, 62,068,537 issued and outstanding at June 30, 2017 and 69,318,537 issued and outstanding at December 31, 2016 | 62,068 | 69,318 |
Additional paid-in capital | 3,424,991 | 3,384,950 |
Accumulated deficit | (3,578,713) | (3,491,907) |
Total stockholders' deficit | (57,556) | (10,291) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 69,290 | 526,203 |
Class A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred B shares: 30,000,000 authorized , $0.001 par value,27,347,563 issued and outstanding at June 30, 2017 and December 31, 2016 | 6,750 | 0 |
Class B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred B shares: 30,000,000 authorized , $0.001 par value,27,347,563 issued and outstanding at June 30, 2017 and December 31, 2016 | $ 27,348 | $ 27,348 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 62,068,537 | 69,318,537 |
Common Stock, Shares, Outstanding | 62,068,537 | 69,318,537 |
Class A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 6,750,000 | 0 |
Preferred Stock, Shares Outstanding | 6,750,000 | 0 |
Class B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 27,347,563 | 27,347,563 |
Preferred Stock, Shares Outstanding | 27,347,563 | 27,347,563 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Expenses: | ||||
General and administrative | $ 3,363 | $ 1,885 | $ 4,410 | $ 6,197 |
Payroll expenses | 5,563 | 8,074 | 5,764 | 16,148 |
Professional fees | 28,532 | 18,376 | 56,515 | 36,671 |
Total operating expenses | 37,458 | 28,335 | 66,689 | 59,016 |
Loss from operations | (37,458) | (28,335) | (66,689) | (59,016) |
Other income (expense) | ||||
Interest income | 0 | 0 | 0 | 6 |
Royalty income | 5,000 | 0 | 5,000 | 0 |
Miscellaneous income | 7 | 2,682 | 939 | 2,682 |
Realized gain on sale of investments | 1,804 | 0 | 1,804 | 0 |
Unrealized gain on trading securities | 6,248 | 0 | 6,248 | 0 |
Interest expense | (6,463) | (3,557) | (6,463) | (11,430) |
Loss on derivative instruments | 0 | (475,311) | 0 | (648,891) |
Total other income (expense) | 6,596 | (476,186) | 7,528 | (657,633) |
Loss from continuing operations | (30,862) | (504,521) | (59,161) | (716,649) |
Loss from discontinued operations | 0 | (190,985) | (27,645) | (284,720) |
Net loss | $ (30,862) | $ (695,506) | $ (86,806) | $ (1,001,369) |
Loss per share, basis and diluted | ||||
Continuing operations | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued operations | 0 | 0 | 0 | 0 |
Net loss | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic and diluted | 61,798,690 | 86,126,100 | 62,635,330 | 86,126,100 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT - 6 months ended Jun. 30, 2017 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2016 | $ 27,348 | $ 69,318 | $ 3,384,950 | $ (3,491,907) | $ (10,291) |
Beginning Balance (Shares) at Dec. 31, 2016 | 27,347,563 | 69,318,537 | |||
Common stock returned to Company and cancelled | $ (500) | 500 | |||
Common stock returned to Company and cancelled (Shares) | (500,000) | ||||
Forfeiture of unvested shares issued for service | (12,750) | (12,750) | |||
Related party gain on sale of pump assets | 52,291 | 52,291 | |||
Common stock converted to preferred stock | $ 7,568 | $ (7,568) | 7,568 | ||
Common stock converted to preferred stock (Shares) | 7,568,537 | (7,568,537) | |||
Preferred stock converted to common stock | $ (818) | $ 818 | 818 | ||
Preferred stock converted to common stock (Shares) | (818,537) | 818,537 | |||
Net loss | (86,806) | (86,806) | |||
Ending Balance at Jun. 30, 2017 | $ 34,098 | $ 62,068 | $ 3,424,991 | $ (3,578,713) | $ (57,556) |
Ending Balance (Shares) at Jun. 30, 2017 | 34,097,563 | 62,068,537 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net loss | $ (86,806) | $ (1,001,369) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 0 | 13,684 |
Non-vested options forfeited | 0 | (26,745) |
Common shares issued for services | (12,750) | (23,041) |
Options expense | 0 | 43,444 |
Loss on derivative instruments | 0 | 648,891 |
Amortization of debt discounts on convertible notes | 0 | 61,806 |
Realized losses (gains) on investments | (1,804) | 0 |
Unrealized losses (gains) on investments | (6,248) | 0 |
Financing costs on convertible note expensed | 3,000 | 0 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in accounts receivable | 14,189 | 80,176 |
(Increase) Decrease in accounts receivable from related party | 0 | 336 |
(Increase) Decrease in inventory | 6,041 | 120,770 |
(Increase) Decrease in prepaid expenses and other assets | 1,000 | (25,567) |
Increase (Decrease) in accounts payable and accrued liabilities | 26,100 | (108,160) |
Increase (Decrease) in accounts payable to related parties | 0 | (106,991) |
Increase (Decrease) in deferred revenue | (11,436) | 0 |
Net cash used in operating activities | (68,714) | (322,766) |
INVESTING ACTIVITIES | ||
Sales and (purchases) of investments, net | (59,948) | 0 |
Cash received for sale of pump assets | 25,000 | 0 |
Net cash provided by Investing activities | (34,948) | 0 |
FINANCING ACTIVITIES | ||
Proceeds from line of credit/notes payable | 0 | 82,371 |
Proceeds from margin loan | 17,479 | 0 |
Payments on note payable | 0 | (88,980) |
Payments on liabilities due to officer | (82,500) | 0 |
Proceeds from convertible debentures, net of original issue discounts | 40,000 | 247,550 |
Proceeds from related party promissory note | 0 | 100,000 |
Payments on finance contracts | 0 | (8,273) |
Net cash (used in) provided by financing activities | (25,021) | 332,668 |
(DECREASE) INCREASE IN CASH | (128,683) | 9,902 |
CASH AT BEGINNING OF PERIOD | 129,973 | 47,333 |
CASH AT END OF PERIOD | 1,290 | 57,235 |
Cash paid for: | ||
Interest expense | 0 | 3,557 |
Income taxes | 0 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock converted to preferred stock | 7,568 | 0 |
Preferred stock converted to Common stock | 818 | 0 |
Gain on sale of pump division to related party | 52,291 | 0 |
Liabilities released upon sale of pump division | 402,291 | 0 |
Debt discount due to derivative liabilities | 0 | 247,550 |
Reclassification of conversion option from equity to derivative liabilities | $ 0 | $ 6,175 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
BASIS OF PRESENTATION [Text Block] | NOTE 1 - BASIS OF PRESENTATION 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 June 30, 2017, 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 omitted. It is suggested that these unaudited interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements included in its Form 10-K filed with the Securities and Exchange Commission. The results of operations for the period ended June 30, 2017 and the same period last year are not necessarily indicative of the operating results for the full years. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2017 | |
GOING CONCERN [Text Block] | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses and net cash used in operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2017 | |
INVESTMENTS [Text Block] | NOTE 3 – INVESTMENTS Marketable securities are accounted for on a specific identification basis. As of June 30, 2017 and December 31, 2016 respectively, we held marketable securities with an aggregate fair value of $68,000 and $0 respectively. As of June 30, 2017, all of our marketable securities were invested in publically traded equity holdings. Marketable securities were classified as current based on the percentage of the equity controlled by the Company as well as our intended use of the assets. The Company recognized unrealized gains, for the three months ended June 30, 2017 and 2016 in the amounts of $6,248 and $0, respectively and for the six months ended June 30, 2017 and 2016 in the amounts of $6,248 and $0, respectively. The Company recognized realized gains, for the three months ended June 30, 2017 and 2016 in the amounts of $1,804 and $0, respectively and for the six months ended June 30, 2017 and 2016 in the amounts of $1,804 and $0, respectively. The Company's assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at June 30, 2017, was as follows: Quoted Prices in Active Significant Other Significant Balance as of June 30, Assets Marketable securities $68,000 - - $68,000 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
NOTES PAYABLE [Text Block] | NOTE 4 – NOTES PAYABLE On August 23, 2016, the Company entered into a Promissory Note Agreement with Kevin L. Wilson, in the amount of $350,000. The note bears an interest rate of 11 ½ % per annum from the date until the principal is paid in full. This note may be prepaid in whole or in part, without penalty. All outstanding principal, interest and fees shall be due and payable on or before August 23, 2017. As of December 31, 2016, the principal and interest due on the note is $364,336 (the accrued interest of $14,336 is presented as accounts payable in the consolidated balance sheet). This note was assumed by the purchaser in the sale of the Company’s Daylight Pumps division. It is classified as liabilities held for sale as of December 31, 2016. This note was assumed by the purchaser of the pumps division on March 9, 2017. The total amount of accrued interest due of $20,125 under the note was paid in full by the purchaser in the sale of the Company’s Daylight Pumps division. |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 6 Months Ended |
Jun. 30, 2017 | |
CONVERTIBLE LOANS [Text Block] | NOTE 5 – CONVERTIBLE LOANS Effective June 8, 2017 the Company entered into a Convertible Promissory Note (“Power Up Note”) with Power Up Lending Group, Ltd. pursuant to which the Company issued Power Up Lending Group, Ltd. a convertible note in the amount of $43,000. The maturity date is March 20, 2018. On June 8, 2017 the Company received consideration of $40,000. In addition, the Company paid legal fees of $3,000 associated with the entering into this agreement and thus recognized a liability of $43,000 associated with the Power Up Note. The $3,000 of financing costs were expensed during the six months ended June 30, 2017. The Power Up Note carries an interest rate of 12% per annum from the Issue Date until the principal amount becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Any amount of principal or interest on the Power Up Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid. Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Company recognized accrued interest due under the Power Up Note totaling $6,450. The Power Up Note provides Power Up Lending Group, Ltd. the right, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 15 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. Power Up Lending Group, Ltd. shall have the right to convert at any time during the period beginning on the date which is one hundred eighty days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, each in respect of the remaining outstanding principal amount of this Note. Due to the one hundred eighty day restriction; the Company didn’t record debt discounts or derivative liabilities associated with the Power Up Note. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
SHAREHOLDERS EQUITY [Text Block] | NOTE 6 - SHAREHOLDERS’ EQUITY PREFERRED STOCK The authorized stock of the Company consists of 50,000,000 preferred shares with a par value of $0.001. During 2016, four officers and directors of the Company exchanged 27,347,563 common shares for 27,347,563 preferred shares. During the first quarter of 2017, one officer and one director exchanged 7,568,537 common shares for 7,568,537 preferred shares. During the second quarter of 2017, one officer converted 818,537 of preferred stock Series A back to same number of common stock. As of June 30, 2017, 6,750,000 shares of the Company’s preferred stock Series A were issued and outstanding. As of December 31, 2016, zero shares of the Company’s preferred stock Series A were issued and outstanding. As of June 30, 2017 and December 31, 2016, 27,347,563 shares of the Company’s preferred stock Series B were issued and outstanding. As of June 30, 2017, 34,097,563 shares of the Company’s preferred stock were issued and outstanding. On December 20, 2016, shareholders of the company approved an amendment to the Bylaws for the creation of preferred stock. The preferred class of stock will consist of two (2) series, Series A, and Series B. All affiliates of the company who purchased stock during the formation of the company and who purchased stock for financing activities at prices below market will move their common shares into the Series B preferred stock, effective immediately. The Series B votes 1:1; is subject to all splits the same as common; converts back to common 1:1; and cannot be converted back to common for resale in the open market until a 30 day VWAP (volume weighted average price) of $.45 cents has been met in the Company’s public trading market. All future sales of company securities by affiliates will adhere to rules and regulations of the Commission. Affiliates who purchased stock at offering prices that were current at the time of purchase, and affiliates who make open market purchases and are directly responsible for a merger/acquisition that brings retained earnings to the company, can convert these common shares 1:1 into Series A preferred stock. Series A votes 1:1; converts back to common 1:1; is not subject to splits in order to facilitate mergers, acquisitions, or meeting the requirements of a listed exchange; and cannot be converted back to common for resale in the open market until a 30 day VWAP of $3.50 per share has been met in the Company’s public trading market. All future sales of company securities by affiliates will adhere to rules and regulations of the Commission. COMMON STOCK The authorized stock of the Company consists of 150,000,000 common shares with a par value of $0.001. As of June 30, 2017 62,068,537 shares of the Company’s common stock were issued and outstanding. As of December 31, 2016, 69,318,537 shares of the Company’s common stock were issued and outstanding. In July 2016, the Company entered into an agreement for the issuance of 1,000,000 common shares for consulting services. The shares are to be transferred in four quarterly installments of two hundred fifty thousand shares on or before the fifth day of the following months: August 2016, October 2016, January 2017, and April 2017. On August 5, 2016, the Company issued 250,000 shares under this award. On October 5, 2016, the Company issued another 250,000 shares under this award. Since inception through December 31, 2016, $17,530 was expensed under this award. On January 18, 2017 the company extinguished the remainder of the Consulting Agreement with Asher Oil & Gas Exploration in Natchez, Mississippi; and Lane Murray, of Jackson, Mississippi. The Company issued a one-time payment to the consultants of $40,000, which included the cancellation of any additional stock issuance, and the return of the 500,000 shares of Galenfeha common stock previously issued in Quarters 3 and 4 of 2016. The terms of this agreement previously included a $50,000 non-refundable retainer, as well as 1,000,000 shares of Galenfeha, Inc. (GLFH) common stock, to be issued in four quarterly installments. As of December 31, 2016, the consultants had received the retainer and a total of 500,000 shares of Galenfeha, Inc. common stock, per the agreement. The 500,000 shares of Galenfeha, Inc. common stock have been returned and cancelled; and no further stock will be issued pursuant to this agreement. Due to the forfeiture of the unvested shares, total $12,750 expense was reversed during the three months ended March 31, 2017. The consultants will keep their initial $50,000 non-refundable retainer. On January 20, 2017 an offer was extended to Mr. Ron Barranco for the position of Chief Technology Officer. Mr. Barranco accepted this position on January 20, 2017. Mr. Barranco converted 2,000,000 shares of common stock to preferred stock Series A on January 20, 2017 and 818,537 shares of common stock to preferred stock Series A on February 21, 2017. On April 18, 2017 the Company received notice that Mr. Barranco was declining our employment offer and resigning as Chief Technology Officer. Management agreed to Mr. Barranco’s resignation terms on May 1, 2017 and pursuant to such Mr. Barranco returned 818,537 shares of preferred stock Series A back to common stock. |
OPTIONS
OPTIONS | 6 Months Ended |
Jun. 30, 2017 | |
OPTIONS [Text Block] | NOTE 7 - OPTIONS During the year ended December 31, 2015, the Company granted an aggregate of 2,050,000 options to a military sales representative and three employees. Col. Ashton Naylor (Ret) received 100,000 options exercisable at $0.25 per share, Chris Watkins received 750,000 options exercisable at $0.25 per share, Jeff Roach received 1,000,000 options exercisable at $0.20 per share, and Brian Nallin received 200,000 options exercisable at $0.20 per share. These options expire on April 1, 2016; June 11, 2020, February 1, 2017, and December 31, 2017 respectively. The options granted to Brian Nallin vest immediately and the other options vest in equal tranches over periods ranging from 2 to 5 years. The aggregate fair value of the option grants was determined to be $430,839 using the Black-Scholes Option Pricing Model and the following assumptions: volatilities between 218% and 396%, risk free rates between . 27% and 1.74%, expected terms between 1 and 5 years and zero expected dividends. The fair value of the award is being expensed over the vesting periods. $65,360 and $295,553 was expensed during the year ended December 31, 2016 and December 31, 2015, respectively, $91,519 was reversed from option expense due to non-vested options forfeited for the year ended December 31, 2016, and $0 remains to be expensed over the remaining vesting period. During 2016, 1,750,000 of these options were forfeited. As of December 31, 2016, there were 300,000 options outstanding which were exercisable. The exercise price and remaining weighted average life of the options outstanding at December 31, 2016 were $0.25 and 0.08 years, respectively. The aggregate intrinsic value of the outstanding options at December 31, 2016 was $0. All options mentioned above are for employees that are no longer with the company, by either termination because of discontinued operations, or leaving the company of their own accord. At the time of this filing, there were no options outstanding which are exercisable. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Text Block] | NOTE 8 - COMMITMENTS AND CONTINGENCIES The Company leases space in Fort Worth, Texas for corporate facilities for $99 monthly or $1,188 per year. The terms of this lease are month to month. Year Ended Amount 2017 $ - 2018 - 2019 - 2020 - 2021 - $ - 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. The Company received a letter on May 17, 2016 from the Caddo-Shreveport Sales and Use Tax Commission informing them of a parish sales and use tax audit scheduled to begin on June 28, 2016. The audit period covered is January 1, 2013 through May 31, 2016. The audit is currently under way and no judgments or assessments have been issued. Management is of the opinion that this audit will not result in any material change in the Company’s financial results. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
RELATED PARTY TRANSACTIONS [Text Block] | NOTE 9 – RELATED PARTY TRANSACTIONS On November 16, 2016, the Company entered into an agreement with Fleaux Services, LLC for the sale of the company’s battery and stored energy division, which includes, but is not limited to, all inventory, support equipment, and office operations located at 9204 Linwood Avenue, Suite 104 and 105, Shreveport, LA 71106. Mr. Trey Moore is the President/CEO of Fleaux Services, and also is a Director of Galenfeha, Inc. The sale is for a cash consideration of $350,000 USD; plus a 3% royalty on all Galenfeha-style batteries sold over the course of the next two years from the date this purchase agreement was executed. The cash consideration was for $175,000 in inventory and $175,000 for business good-will and was provided directly by Fleaux Services in cash. The sale includes all future sales, future purchase orders resulting from previous negotiations, and all intellectual property related to Galenfeha, Inc. battery manufacturing and distribution. Fleaux Services, LLC will assume responsibility for expenses related to the Galenfeha, Inc. battery division that includes previous expenses incurred for sales meetings that secured future purchase orders. All contractual agreements between the Galenfeha Inc. battery division and outside parties, including, but not limited to, consultants, suppliers, distributors, and sales representatives, become the responsibility of Fleaux Services, LLC. This includes all suppliers’ outstanding invoices for materials not yet delivered and support equipment that will be relinquished to Fleaux Services, LLC upon the execution of this agreement. Galenfeha, Inc. will retain payments on all current outstanding purchase orders invoiced before the date of this purchase agreement. A gain on the sale of the battery and stored energy division of $15,008 was recognized as a capital transaction during 2016. During the six months ending June 30, 2017, the Company received royalty payments of $5,000 from Fleaux Services, LLC relating to the sale of Galenfeha-style batteries. On November 4, 2016, Mr. James Ketner, Galenfeha’s Chairman and CEO made a cash contribution to the Company in the amount of $100,000 in exchange for a note that has a fixed repayment of $110,000. The note bears no interest, and can be repaid by the Company when the funds become available. The note can be renegotiated between Galenfeha and Mr. Ketner if both parties agree to the terms. There were no principal repayments on the note for the twelve months ending December 31, 2016, and the principal balance due under the note as of December 31, 2016 was $110,000. Principal repayments made under the note for the six months ending June 30, 2017 totaled $82,500, and the principal balance due under the note as of June 30, 2017 was $27,500. On March 9, 2017, the Company entered into an agreement with Fleaux Services, LLC for the sale of the Company’s Daylight Pumps division, which includes, but in not limited to, all inventory located at 9204 Linwood Avenue, Suite 104 and 105, Shreveport, LA 7116, as well as all usage rights for the name “Daylight Pump.” The sale is for cash consideration of $25,000, and Fleaux Services, LLC will assume the responsibility of a promissory note held by Kevin L. Wilson in the amount of $350,000 and all accrued interest due since the date of issuance on August 23, 2016. The sale will include all future pump sales, future purchase orders resulting from previous negotiations, and all intellectual property related to Daylight Pumps. A gain on the sale of the Daylight Pumps division of $52,291 was recognized as a capital transaction during 2017. |
DISCONTINUED OPERATIONS STORED
DISCONTINUED OPERATIONS STORED ENERGY AND DAYLIGHT PUMP DIVISIONS | 6 Months Ended |
Jun. 30, 2017 | |
DISCONTINUED OPERATIONS STORED ENERGY AND DAYLIGHT PUMP DIVISIONS [Text Block] | NOTE 10 – DISCONTINUED OPERATIONS – STORED ENERGY AND DAYLIGHT PUMP DIVISIONS On November 16, 2016, the Company entered into an agreement with Fleaux Services, LLC for the sale of the Company’s battery and stored energy division, which includes, but is not limited to, all inventory, support equipment, and office operations located at 9204 Linwood Avenue, Suite 104 and 105, Shreveport, LA 71106. The sale is for a cash consideration of $350,000 USD; plus a 3% royalty on all Galenfeha-style batteries sold over the course of the next two years from the date this purchase agreement was executed. The cash consideration was for $175,000 in inventory and $175,000 for business good-will and was provided directly by Fleaux Services in cash. The sale includes all future sales, future purchase orders resulting from previous negotiations, and all intellectual property related to Galenfeha, Inc. battery manufacturing and distribution. Fleaux Services, LLC will assume responsibility for expenses related to the Galenfeha, Inc. battery division that includes previous expenses incurred for sales meetings that secured future purchase orders. All contractual agreements between the Galenfeha Inc. battery division and outside parties, including, but not limited to, consultants, suppliers, distributors, and sales representatives, become the responsibility of Fleaux Services, LLC. This includes all suppliers’ outstanding invoices for materials not yet delivered and support equipment that will be relinquished to Fleaux Services, LLC upon the execution of this agreement. Galenfeha, Inc. will retain payments on all current outstanding purchase orders invoiced before the date of this purchase agreement. A gain on the sale of the battery and stored energy division of $15,008 was recognized as a capital transaction. On March 9, 2017, the Company entered into an agreement with Fleaux Services, LLC for the sale of the Company’s Daylight Pumps division, which includes, but in not limited to, all inventory located at 9204 Linwood Avenue, Suite 104 and 105, Shreveport, LA 7116, as well as all usage rights for the name “Daylight Pump.” The sale is for cash consideration of $25,000, and Fleaux Services, LLC will assume the responsibility of a promissory note held by Kevin L. Wilson in the amount of $350,000 and all accrued interest due since the date of issuance on August 23, 2016. The sale will include all future pump sales, future purchase orders resulting from previous negotiations, and all intellectual property related to Daylight Pumps. During 2016, the Company recognized an aggregate impairment loss on this asset group of $443,935 to recognize the asset group at the lower of fair value or carrying value. The Company recognized the sale of its stored energy division and Daylight Pumps division as a discontinued operation, in accordance with ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Assets and Liabilities of Discontinued Operations The following table provides the details of the assets and liabilities of our discontinued stored energy division: Assets sold: November 16, 2016 Inventory assets $ 180,681 Prepaid expenses 13,830 Property and equipment, net of accumulated depreciation 169,275 Total assets of discontinued operations 363,786 Consideration received: Cash proceeds 350,000 Liabilities assumed 28,794 Total liabilities of discontinued operations 378,794 Net assets sold 363,786 Consideration received 378,794 Related party gain recognized as a capital transaction 15,008 The following table provides the details of the assets and liabilities held for sale of our discontinued Daylight Pump division: Assets sold: March 9, 2017 Inventory assets $ 375,000 Prepaid expenses - Property and equipment, net of accumulated depreciation - Total assets of discontinued operations 375,000 Consideration received: Cash proceeds 25,000 Liabilities assumed 402,291 Total liabilities of discontinued operations 427,291 Net assets sold 375,000 Consideration received 427,291 Related party gain recognized as a capital transaction 52,291 Income and Expenses of Discontinued Operations The following table provides income and expenses of discontinued operations for the six months ended June 30, 2017 and 2016, respectively. June 30, 2017 June 30, 2016 Revenue – Third Parties $ 11,435 371,411 Revenue – Related Parties - 36,384 Less: Cost of Goods Sold 6,041 292,164 Gross Profit 5,394 115,631 Other expenses General and administrative 27,250 151,403 Payroll expenses - 200,592 Professional fees - - Engineering research and development - (21,213 ) Depreciation and amortization expense - 13,684 Interest expense 5,789 55,885 Income (loss) from discontinued operations (27,645 ) (284,720 ) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Quoted Prices in Active Significant Other Significant Balance as of June 30, Assets Marketable securities $68,000 - - $68,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Ended Amount 2017 $ - 2018 - 2019 - 2020 - 2021 - $ - |
DISCONTINUED OPERATIONS STORE19
DISCONTINUED OPERATIONS STORED ENERGY AND DAYLIGHT PUMP DIVISIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Asset and liabilities of Discontinued Operations From Stored Energy Division [Table Text Block] | Assets sold: November 16, 2016 Inventory assets $ 180,681 Prepaid expenses 13,830 Property and equipment, net of accumulated depreciation 169,275 Total assets of discontinued operations 363,786 Consideration received: Cash proceeds 350,000 Liabilities assumed 28,794 Total liabilities of discontinued operations 378,794 Net assets sold 363,786 Consideration received 378,794 Related party gain recognized as a capital transaction 15,008 |
Schedule of Asset and liabilities Held for Sale of Discontinued Operation From Daylight Pump Division [Table Text Block] | Assets sold: March 9, 2017 Inventory assets $ 375,000 Prepaid expenses - Property and equipment, net of accumulated depreciation - Total assets of discontinued operations 375,000 Consideration received: Cash proceeds 25,000 Liabilities assumed 402,291 Total liabilities of discontinued operations 427,291 Net assets sold 375,000 Consideration received 427,291 Related party gain recognized as a capital transaction 52,291 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | June 30, 2017 June 30, 2016 Revenue – Third Parties $ 11,435 371,411 Revenue – Related Parties - 36,384 Less: Cost of Goods Sold 6,041 292,164 Gross Profit 5,394 115,631 Other expenses General and administrative 27,250 151,403 Payroll expenses - 200,592 Professional fees - - Engineering research and development - (21,213 ) Depreciation and amortization expense - 13,684 Interest expense 5,789 55,885 Income (loss) from discontinued operations (27,645 ) (284,720 ) |
INVESTMENTS (Narrative) (Detail
INVESTMENTS (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Investments 1 | $ 68,000 |
Investments 2 | 0 |
Investments 3 | 6,248 |
Investments 4 | 0 |
Investments 5 | 6,248 |
Investments 6 | 0 |
Investments 7 | 1,804 |
Investments 8 | 0 |
Investments 9 | 1,804 |
Investments 10 | $ 0 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Notes Payable 1 | $ 350,000 |
Notes Payable 2 | 11 |
Notes Payable 3 | $ 364,336 |
Notes Payable 4 | 14,336 |
Notes Payable 5 | $ 20,125 |
CONVERTIBLE LOANS (Narrative) (
CONVERTIBLE LOANS (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($)d | |
Convertible Loans 1 | $ 43,000 |
Convertible Loans 2 | 40,000 |
Convertible Loans 3 | 3,000 |
Convertible Loans 4 | 43,000 |
Convertible Loans 5 | $ 3,000 |
Convertible Loans 6 | 12.00% |
Convertible Loans 7 | 22.00% |
Convertible Loans 8 | $ 6,450 |
Convertible Loans 9 | 60.00% |
Convertible Loans 10 | d | 15 |
SHAREHOLDERS EQUITY (Narrative)
SHAREHOLDERS EQUITY (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($)d$ / sharesshares | |
Shareholders Equity 1 | 50,000,000 |
Shareholders Equity 2 | $ | $ 0.001 |
Shareholders Equity 3 | 27,347,563 |
Shareholders Equity 4 | 27,347,563 |
Shareholders Equity 5 | 7,568,537 |
Shareholders Equity 6 | 7,568,537 |
Shareholders Equity 7 | 818,537 |
Shareholders Equity 8 | 6,750,000 |
Shareholders Equity 9 | 27,347,563 |
Shareholders Equity 10 | 34,097,563 |
Shareholders Equity 11 | d | 30 |
Shareholders Equity 12 | $ | $ 0.45 |
Shareholders Equity 13 | d | 30 |
Shareholders Equity 14 | $ / shares | $ 3.50 |
Shareholders Equity 15 | 150,000,000 |
Shareholders Equity 16 | $ | $ 0.001 |
Shareholders Equity 17 | 62,068,537 |
Shareholders Equity 18 | 69,318,537 |
Shareholders Equity 19 | 1,000,000 |
Shareholders Equity 20 | 250,000 |
Shareholders Equity 21 | 250,000 |
Shareholders Equity 22 | $ | $ 17,530 |
Shareholders Equity 23 | $ | $ 40,000 |
Shareholders Equity 24 | 500,000 |
Shareholders Equity 25 | 3 |
Shareholders Equity 26 | 4 |
Shareholders Equity 27 | $ | $ 50,000 |
Shareholders Equity 28 | 1,000,000 |
Shareholders Equity 29 | 500,000 |
Shareholders Equity 30 | 500,000 |
Shareholders Equity 31 | $ | $ 12,750 |
Shareholders Equity 32 | $ | $ 50,000 |
Shareholders Equity 33 | 2,000,000 |
Shareholders Equity 34 | 818,537 |
Shareholders Equity 35 | 818,537 |
OPTIONS (Narrative) (Details)
OPTIONS (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($)yr$ / sharesshares | |
Options 1 | shares | 2,050,000 |
Options 2 | shares | 100,000 |
Options 3 | $ / shares | $ 0.25 |
Options 4 | shares | 750,000 |
Options 5 | $ / shares | $ 0.25 |
Options 6 | shares | 1,000,000 |
Options 7 | $ / shares | $ 0.20 |
Options 8 | shares | 200,000 |
Options 9 | $ / shares | $ 0.20 |
Options 10 | 2 |
Options 11 | yr | 5 |
Options 12 | $ 430,839 |
Options 13 | 218.00% |
Options 14 | 396.00% |
Options 15 | 27.00% |
Options 16 | 1.74% |
Options 17 | 1 |
Options 18 | yr | 5 |
Options 19 | $ 65,360 |
Options 20 | 295,553 |
Options 21 | 91,519 |
Options 22 | $ 0 |
Options 23 | 1,750,000 |
Options 24 | shares | 300,000 |
Options 25 | $ 0.25 |
Options 26 | yr | 0.08 |
Options 27 | $ 0 |
COMMITMENTS AND CONTINGENCIES25
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($)$ / yr | |
Commitments And Contingencies 1 | $ | $ 99 |
Commitments And Contingencies 2 | $ / yr | 1,188 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Related Party Transactions 1 | $ 350,000 |
Related Party Transactions 2 | 3.00% |
Related Party Transactions 3 | $ 175,000 |
Related Party Transactions 4 | 175,000 |
Related Party Transactions 5 | 15,008 |
Related Party Transactions 6 | 5,000 |
Related Party Transactions 7 | 100,000 |
Related Party Transactions 8 | 110,000 |
Related Party Transactions 9 | 110,000 |
Related Party Transactions 10 | 82,500 |
Related Party Transactions 11 | 27,500 |
Related Party Transactions 12 | 25,000 |
Related Party Transactions 13 | 350,000 |
Related Party Transactions 14 | $ 52,291 |
DISCONTINUED OPERATIONS STORE27
DISCONTINUED OPERATIONS STORED ENERGY AND DAYLIGHT PUMP DIVISIONS (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Discontinued Operations Stored Energy And Daylight Pump Divisions 1 | $ 350,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions 2 | 3.00% |
Discontinued Operations Stored Energy And Daylight Pump Divisions 3 | $ 175,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions 4 | 175,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions 5 | 15,008 |
Discontinued Operations Stored Energy And Daylight Pump Divisions 6 | 25,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions 7 | 350,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions 8 | $ 443,935 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Investments Schedule Of Fair Value, Assets And Liabilities Measured On Recurring Basis 1 | $ 68,000 |
Investments Schedule Of Fair Value, Assets And Liabilities Measured On Recurring Basis 2 | 0 |
Investments Schedule Of Fair Value, Assets And Liabilities Measured On Recurring Basis 3 | 0 |
Investments Schedule Of Fair Value, Assets And Liabilities Measured On Recurring Basis 4 | $ 68,000 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental Payments for Operating Leases (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 1 | $ 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 2 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 3 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 4 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 5 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 6 | $ 0 |
Schedule of Asset and liabiliti
Schedule of Asset and liabilities of Discontinued Operations From Stored Energy Division (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 1 | $ 180,681 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 2 | 13,830 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 3 | 169,275 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 4 | 363,786 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 5 | 350,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 6 | 28,794 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 7 | 378,794 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 8 | 363,786 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 9 | 378,794 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Of Discontinued Operations From Stored Energy Division 10 | $ 15,008 |
Schedule of Asset and liabili31
Schedule of Asset and liabilities Held for Sale of Discontinued Operation From Daylight Pump Division (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 1 | $ 375,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 2 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 3 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 4 | 375,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 5 | 25,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 6 | 402,291 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 7 | 427,291 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 8 | 375,000 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 9 | 427,291 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Schedule Of Asset And Liabilities Held For Sale Of Discontinued Operation From Daylight Pump Division 10 | $ 52,291 |
Disposal Groups, Including Disc
Disposal Groups, Including Discontinued Operations (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 1 | $ 11,435 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 2 | 371,411 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 3 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 4 | 36,384 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 5 | 6,041 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 6 | 292,164 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 7 | 5,394 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 8 | 115,631 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 9 | 27,250 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 10 | 151,403 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 11 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 12 | 200,592 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 13 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 14 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 15 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 16 | (21,213) |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 17 | 0 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 18 | 13,684 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 19 | 5,789 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 20 | 55,885 |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 21 | (27,645) |
Discontinued Operations Stored Energy And Daylight Pump Divisions Disposal Groups, Including Discontinued Operations 22 | $ (284,720) |