NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Galenfeha was incorporated on March 14, 2013 in the state of Nevada. Our corporate office is located at 420 Throckmorton Street, Suite 200, Ft. Worth Texas 76102, and our telephone number is 1-817-945-6448. Our website is www.galenfeha.com. On January 29, 2018, the Company acquired substantially all of the operating assets of Fleaux Solutions, LLC, a Louisiana Limited Liability Company (the "Acquisition") a Company with common officers and directors. There was no common majority ownership between the Company and Fleaux Solutions, LLC. Fleaux Solutions, LLC is engaged in the business of water, utility, and sewage construction. Upon the closing of the Acquisition, the Company received substantially all of the operating assets of Fleaux Solutions, LLC, consisting of cash on hand, inventory, accounts receivable, and fixed assets. There are common directors/officers of Fleaux Solutions, LLC with Galenfeha, Inc. and no common majority control. The purchase price of the operating assets of Fleaux Solutions, LLC was a cash payment of $ 1 2,155,331 The Company accounted for its acquisition of the operating assets of Fleaux Solutions, LLC using the acquisition method of accounting. Fleaux Solutions cash on hand, inventories, accounts receivable, and fixed assets acquired and liabilities assumed were recorded based upon their estimated fair values as of the closing date of the Acquisition. The excess of purchase price over the value of the net assets acquired was recorded as goodwill. (See Note 4) A condensed version of our 2019 Statement of Work is as follows: 1. Explore investments both private and public 2. Develop new technologies for product development, engineering, and manufacturers 3. Formulate applications for new products recently developed 4. Commercialize new technology and products 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”). Certain prior period amounts have been reclassified to conform to current period 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 March 31, 2019, 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, 2018 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, 2019 are not necessarily indicative of the operating results for the full year. The basis of presentation is not consistent between the successor and predecessor entities and the financial statements are not presented on a comparable basis. As a result, the accompanying consolidated statements of operations, cash flows and comprehensive income (loss) are presented for two different reporting entities: The term “Successor” relates to the combined entities financial periods and balance sheets succeeding the Acquisition; the term “Predecessor” relates to the financial of Fleaux Solutions, LLC periods preceding the Acquisition (prior to January 29, 2018). Unless otherwise indicated, the “Company” as used throughout the remainder of the notes, refers to both the Successor and Predecessor. Correction of Previously Reported Interim Information During the audit of the Company’s consolidated financial statements for the year ended December 31, 2018, the Company identified errors related to the Predecessor’s inventory accounting, accounts receivable, derivatives depreciation of property and equipment, accounting for capital and operating leases and unrecorded liabilities. This resulted in adjustments to the previously reported amounts in the unaudited financial statements of the Company for the period from January 29, 2018 through March 31, 2018 (Successor). In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated these errors and, based on an analysis of quantitative and qualitative factors, determined that the errors were immaterial to the prior reporting periods affected. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported unaudited results of the Company for the period from January 29, 2018 through March 31, 2018 (Successor) The table below summarizes the impact on the affected periods: Schedule of condensed income statement January 29, 2018 through March 31, 2018 Consolidated Statement of Operations (Successor) As Previously Reported Adjustment As Adjusted Cost of sales $ 219,423 $ (13,028 ) $ 206,395 General and administrative 92,464 (1,470 ) 90,994 Payroll expenses 197,939 (19,822 ) 178,117 Professional fees 29,320 (3,621 ) 25,699 Depreciation and amortization 40,710 14,074 54,784 Total operating expenses 360,433 (10,839 ) 349,594 Income from operations 128,270 23,867 152,137 Rental income-related party 6,000 (6,000 ) - Miscellaneous income 36 631 667 Realized gain (loss) on sale of investments (762 ) (6,828 ) (7,590 ) Unrealized gain (loss) on investments (3,030 ) (6,882 ) (9,912 ) Gain (loss) on derivative instruments (105,284 ) 207,888 102,604 Interest expense (63,836 ) (2,998 ) (66,834 ) Total other income (expense) (166,876 ) 185,811 18,935 Net income (loss) (38,606 ) 209,678 171,072 Net income (loss) per share $ (0.00 ) $ 0.00 $ 0.00 Weighted average number of common shares outstanding 69,937,803 2,215,450 72,153,253 Schedule of condensed cash flow statement January 29, 2018 through March 31, 2018 Consolidated Statement of Cash Flows (Successor) As Previously Reported Adjustment As Adjusted Cash Flows from Operating Activities Net income (loss) $ (38,606 ) $ 209,678 $ 171,072 Amortization of debt discount 30,925 31 30,956 Realized losses on sale of investments 762 6,828 7,590 Unrealized losses on investments 3,030 6,882 9,912 (Gain) loss on derivative instruments 105,284 (207,888 ) (102,604 ) Depreciation and amortization 40,710 14,074 54,784 Accounts receivable 57,391 5,000 62,391 Due from related party (1,000 ) (3,000 ) (4,000 ) Prepaid expenses and other current assets (62,769 ) (30,917 ) (93,686 ) Accounts payable and accrued liabilities (30,225 ) (10,843 ) (41,068 ) Net cash used in operating activities 45,502 (10,155 ) 35,347 Cash Flows from Investing Activities Sales and purchases of investments, net 36,765 (6,347 ) 30,418 Net cash provided by investing activities 207,555 (6,347 ) 201,208 Cash Flows from Financing Activities Payments on notes payable (161,363 ) 16,502 (144,861 ) Proceeds on liabilities due to officer and related parties - 300,000 300,000 Proceeds from other loans payable 300,000 (300,000 ) - Net cash provided by financing activities 81,776 16,502 98,278 |