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EX-32.1 - EXHIBIT 32.1 - Galenfeha, Inc.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - Galenfeha, Inc.exhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUAND TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

000-55178
(Commission File Number)


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)

(800) 280-2404
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act.
Yes [   ]      No [X]

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]      No [X]

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 [   ]      No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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]

No public market for the registrant’s common stock existed on the last business day of the most recently completed second fiscal quarter and therefore no market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2015 can be established.

As of March 30, 2016, there were 86,126,100 shares of the registrant’s common stock outstanding, each with a par value of $.001.


TABLE OF CONTENTS
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

    Page No.
PART I  
     
Item 1 Description of Business 2
Item 1A Risk Factors 3
Item 1B Unresolved Staff Comments 6
Item 2 Description of Properties 6
Item 3 Legal Proceedings 6
Item 4 Submission of Matters to a Vote of Security Holders 6
     
PART II  
     
Item 5 Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 7
Item 6 Selected Financial Data 7
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A Quantitative and Qualitative Disclosures about Market Risk 10
Item 8 Financial Statements and Supplementary Data 10
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 11
Item 9A Controls and Procedures 11
Item 9B Other Information 12
     
PART III  
     
Item 10 Directors, Executive Officers, and Corporate Governance 13
Item 11 Executive Compensation 14
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15
Item 13 Certain Relationships and Related Transactions, and Director Independence 15
Item 14 Principal Accountant Fees and Services 15
     
PART IV  
     
Item 15 Exhibits and Financial Statement Schedules 16
     
SIGNATURES 17

USE OF PRONOUNS AND OTHER WORDS

            The pronouns “we”, “us”, “our” and the equivalent used in this annual report mean Galenfeha, Inc. In the notes to our financial statements, the “Company” means Galenfeha, Inc. The pronoun “you” means the reader of this annual report.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although our management believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation that our objectives and plans will be achieved


PART I

ITEM 1 – DESCRIPTION OF BUSINESS

We were incorporated on March 14, 2013 in Nevada. Our corporate office is located at 420 Throckmorton Street, Suite 200, Ft. Worth Texas 76102, and our telephone numbers at that address are 1-800-280-2404 and 1-817-945-6448. Our website is www.galenfeha.com. We are an engineering, product development, and manufacturing company providing innovative solutions for oil and natural gas production, as well as stored energy products across multiple industries. We provide these products and services through our Stored Energy and Oil and Gas division.

Stored Energy

Our patent pending battery systems offer one of the most powerful, environmentally friendly solutions in the market. These batteries have onboard computers, are inherently safe, internally temperature regulated, have optional GPS monitoring capabilities, offer significant weight reduction, and are engineered specifically for each type of application. Our patent pending technology provides some of the following benefits:

  • 100% “green” chemistry
  • RoHS compliant – Restriction of Hazardous Substances (i.e. lead, heavy metals)
  • Contains no lead, heavy metals, or sulfuric acid
  • Active short circuit protection control
  • Over-charge protection
  • Not subject to thermal runaway
  • Completely dry internally
  • Over discharge protection
  • Independent charge and discharge ports to provide purity of current and voltage to sensitive measuring and communications equipment and improve data latency
  • On-board ambient temperature control system to not only combat but self-insulate in inherently cold environmental conditions
  • Eliminates the need for interface devices to control solar panel voltage secondary to the BMS (Battery Management System) automatically analyzing and self-correcting for the chemistry in use.
  • Raising the value to the client by increasing the charge/discharge capacitance threshold by up to ten fold
  • Reducing the overall weight of the battery by up to 50% to reduce the potential for work related injury
  • Will go into a pre-programmed “sleep mode” when not in use and still retain over 90% of the battery’s capacity in a calendar year.

We believe our customers value the reliability, portability, ambient condition durability, easy installation and low environmental impact of these products. Businesses that have instituted our product line have benefited from the elimination of hazardous lead-acid deep cycle marine batteries as well as the reduction in the implementation; maintenance, replacement equipment and man-hour costs associated with the traditional lead acid battery combinations. We believe that these factors will allow us to continually penetrate the alternative power market with a much quicker return on investment for our customers

Oil and Gas Production

We believe our Galenfeha chemical injection pumps are an industry leader in efficiency and accuracy for oil and natural gas production. These pumps merge the perceived benefits of a hybrid, electric over pneumatic system. We believe the combination of the two parameter control systems represents a measurable shift in efficiency, reliability, cost management, and profitability to individual well locations as well as entire production fields. The combined technologies have demonstrated increased chemical injection accuracy, reducing chemical contamination in the production process while controlling cost and waste.

The pneumatic based system easily services the very high-pressure environment of many of today’s oil and gas locations. The electric rate control brings a new level of precision of these high pressure environments, again reducing contaminate to the production process by high accuracy fluid volume control management.


ITEM 1A – RISK FACTORS

An investment in us comes with an extremely high risk that you could lose your entire investment. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We have a limited history of operations, and have just recently commercialized our products.

Risks Related to our Business

We have incurred net losses since our inception.

We have not been profitable since our inception. Since our inception on March 14, 2013 through December 31, 2015, we had a net loss of $2,209,834. Since our inception, we have generated limited revenues from operations. There is a substantial risk that we may never generate enough revenues to become profitable, and we might have to discontinue operations, in which you could lose your entire investment.

We may not be able to continue as a going concern if we do not execute our business plan or obtain additional financing in the future if necessary.

Our independent accountant’s audit report included on this 10K filed with the SEC states that there is substantial doubt about our ability to continue as a going concern. We have incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern. Therefore, our ability to continue as a going concern is highly dependent upon us executing our business plan in the planned amount of time allotted or obtaining additional financing for our planned operations if necessary. There can be no assurance that we will be able to raise any additional funds, or if we are able to raise additional funds, that such funds will be in the amounts required or on terms favorable to us. Currently, our plan for raising additional funds is through additional sales of common stock, which will have a dilutive effect on current shareholders as discussed in “Risks Related to Our Capital Stock”.

Our competition is intense in all phases of our business.

Stored energy products have been historically dominated by conventional methods such as solar panels and lead-acid batteries. We are developing new technologies that do not currently exist, and we believe this new technology should give us a competitive edge due to the simplicity of the design and implementation, reduction in equipment costs, as well as creating a cleaner, more reliable alternative stored power source. Our competitors in these sectors are more experienced, have vastly greater financial and management resources, and have more established relations with customers than we do. These and other competitors are likely to have distribution channels for their products that we do not, which places us at a significant disadvantage. A failure to achieve market acceptance could have a material adverse effect on our business, financial conditions, and the results of our operations.

We could lose or fail to attract the personnel necessary to run our business.

Our success depends, to a large extent, on our ability to attract and retain key management and personnel. As we develop additional capabilities and expand the scope of our business, we will require additional skilled personnel. Recruiting experienced personnel for the engineering, oil, and natural gas industry is highly competitive. We may not be able to attract and retain qualified executive, managerial, and technical personnel needed for our business. Our failure to attract or retain qualified personnel could delay or result in our inability to complete our business plan.

We could have unanticipated requirements for, and there is an uncertainty of, access to additional capital.

Although we believe we have sufficient capital for the next 12 months, and this capital is sufficient for us to execute our business model, there could be unforeseen expenses that would make it necessary to raise additional capital. There can be no assurance that we will be able to obtain additional financing, and our failure to obtain such additional financing could result in the delay or indefinite postponement of further operations, which would have a material adverse effect on our business. Currently, our plans for raising additional funds is by our directors and officers making additional equity purchases from or loans to us, as well as additional private placements to known individuals with whom we have long term relationships, either of which might be unsuccessful. Additionally we have secured debt financing through local banking relationships by pledging customer sales orders and inventory as collateral against finds borrowed.


Our operating results may prove unpredictable.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: the level of commercial acceptance by customers of our services and products; fluctuations in the demands of our services and products; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure, and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition, and operating results, which could result in the complete loss of your investment.

We may not be able to source niche product and gain any significant market acceptance.

Our growth strategy is substantially dependent upon our ability to provide custom engineering services and develop new products that do not currently exist, then manufacture, as well as market, those services and products successfully to prospective clients. However, our niche products and engineering services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. A failure to achieve market acceptance could have a material adverse effect on our business, financial conditions, and results of our operations. As of the date of this annual report, we have only one distributor.

Voting control by our management means it is unlikely you and other stockholders will be able to elect our directors and you will have little influence over our management.

Our directors and officers own a total of 23,321,600 shares, or twenty-seven percent, of our issued and outstanding common stock. Assuming they sell all of the shares of our common stock they have registered for sale in other registration statements, they will own 23,321,600 shares, or twenty-seven percent of our issued and outstanding common stock. Each issued and outstanding share of common stock is entitled to one vote on each nominee for a directorship and on other matters presented to stockholders for approval. Our Articles of Incorporation do not authorize cumulative voting for the election of directors. Any person or group who controls or can obtain more than fifty percent of the votes cast for the election of each director, as our management can do now, will control the election of all directors and other stockholders will not be able to elect any directors or exert any influence over management decisions. Removal of a director for any reason requires a majority vote of our issued and outstanding shares of common stock.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting which, in turn, could harm our business and the trading price of our common stock.

We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to, and report on, management’s assessment of the effectiveness of the company’s internal controls over financial reporting. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if they are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Our reporting obligations as a public company will place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our common stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. As of the date of this annual report we do not have an estimate of the costs of compliance with the Act.

We have not yet begun preparing for compliance with Section 404, but we are aware we must do so by strengthening, assessing, and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we grow our business, our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price.


RISKS RELATED TO OUR CAPITAL STOCK

We are an emerging growth company within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, our common stock could be less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups (JOBS) Act. For as long as we continue to be an emerging growth company, we are eligible to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

You will experience dilution of your ownership interest because of the future issuance of additional shares of our common stock.

In the future, we may issue our authorized but previously un-issued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 500,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, par value $0.001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into, or exercisable for, common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants, or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock will be quoted on the OTCBB.

Our common stock is considered a penny stock, which may be subject to restrictions on marketability, so you may not be able to sell your shares.

Our common stock is currently, and in the near future will likely continue to be, considered a “penny stock”. As such, our common stock is subject to the penny stock rules as adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

There is no assurance that a public market of our common stock will develop, therefore, you may be unable to liquidate your investment in our stock.

There is a limited historic public trading market for our common stock. Although our stock currently trades on the OTCBB exchange, there can be no assurance that an orderly liquid market will develop, and if developed, will be sustained. In the absence of a liquid trading market, an investor may be unable to liquidate their investment.


Investing in our common stock is a highly speculative investment.

A purchase of the offered shares is highly speculative and involves significant risks. Our shares should not be purchased by any person who cannot afford the total loss of their entire investment. Our shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser should read this annual report and other reports we file, and all of its exhibits, carefully and consult with their attorney, business and/or investment advisor.

Anti-takeover rules of certain provisions of the Nevada state law may hinder a potential takeover.

The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest”. This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Nevada corporation, which (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; or (2) does business in Nevada directly or through an affiliated corporation. At this time, we do not have 100 stockholders of record in the state of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisitions act may discourage companies or persons interested in acquiring a significant interest in or control of Galenfeha, regardless of whether such acquisition may be in the interest of our stockholders.

ITEM 1B – UNRESOLVED STAFF COMMENTS

We have no unresolved comments with the staff at the commission.

ITEM 2 – DESCRIPTION OF PROPERTIES

We do not own any real property. We lease 3,750 square feet of warehouse/general office space in Shreveport, Louisiana, under a non-cancelable operating lease with an unrelated third party which expires November 1, 2016. Rental expense for the year ended December 31, 2015 was $31,200 with monthly payments of $2,600. We lease an additional 1,250 square feet of warehouse/general office space in Shreveport, Louisiana through a non-cancelable operating lease with an unrelated third party which expires May 1, 2016. Rental expense for the year ended December 31, 2015 was $10,200. We leased warehouse space in Alma, Arkansas under a monthly agreement beginning on January 1, 2015 with an unrelated third party. Rental expense for the year ended December 31, 2015 was $4,500 with quarterly payments of $2,200. The lease was terminated after six months on June 30, 2015. We lease our headquarters office space in Ft. Worth, Texas with an unrelated third party. Rent payments totaling $99 per month commence on January 1, 2015. Rental expense for the year ended December 31, 2015 was $1,188.

ITEM 3 – LEGAL PROCEEDINGS

We are not engaged in any legal or administrative proceeding and believe none are threatened against us.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable


PART II

ITEM 5 – MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our stock is quoted on the OTCPink inter-dealer quotation system under the ticker symbol GLFH. Beginning September 26, 2014 the low and high bid prices for our common stock for the quarter ended September 30, 2014 were $0.50 and $0.35. The low and high bid prices for our common stock for the quarter ended December 31, 2014 were $4.00 and $0.30. The high and low bid prices for our common stock for the quarter ended March 31, 2015 were approximately $0.45 and $0.10. The high and low bid prices for our common stock for the quarter ended June 30, 2015 were approximately $0.49 and $0.13. The high and low bid prices for our common stock for the quarter ended September 30, 2015 were $0.48 and $0.15, The high and low bid prices for our common stock for the quarter ended December 31, 2015 were $0.33 and $0.08. The high and low bid prices for our common stock on March 30, 2016 as quoted on the OTC Bulletin Board, was approximately $0.15 and $0.08. This information has been obtained from http://finra-markets.morningstar.com. The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders of Common Stock

At March 30, 2016 we had 165 stockholders of record.

Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends is within the discretion of our board of directors and will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

Equity Compensation Plans

On October 17, 2013, we filed on form S-8, an employee stock compensation plan. This S-8 registration statement registers 100,000,000 shares of common stock which includes 45,000,000 shares of common stock that may be resold by Directors originally purchased at par value upon our formation that are covered by the “Affiliate Resale Restriction Agreement” and are released to each Director upon completion of the terms of the agreement as compensation for services completed, and 5,000,000 shares that may be resold by employees originally issued to them as compensation for services rendered, and 55,000,000 shares not yet issued for compensation of services.

In October 2013, we entered into an agreement with the Directors called “Employee Resale Restriction Agreement”. In short, this plan prevents our directors from terminating his/her position, and keep stock they acquired upon our formation. Details of the agreement can be found on Form 8-K filed with the Securities and Exchange Commission on October 25, 2013.

Recent Sales of Unregistered Securities

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. On September 18, 2015, the Company sold 2,000,000 shares of its common stock to an entity controlled by former Board Chairman James Ketner at a price of $0.05 per share, for a total of $100,000. On September 24, 2015, the Company sold 2,500,000 shares of common stock to Galenfeha President/CEO Lucien Marioneaux, Jr. at a fixed price of $0.10 per share, for a total of $250,000. These purchases were made pursuant to the board resolution ratified on August 28, 2015 for affiliate stock purchase.

ITEM 6 – SELECTED FINANCIAL DATA

Pursuant to Item 301(c) of Regulation S-K, we are not required to provide selected financial data.


ITEM 7 – MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and accompanying notes and other financial information appearing elsewhere in this annual report on Form 10-K.

Overview

In 2014, GLFH developed new battery technology primarily designed to operate automation and measurement computers in remote oil field locations. Such technology provides an environmentally friendly, inherently safe, internally temperature regulated, uninterruptible power supply for oil and gas well location automation and measurement equipment. Throughout 2014 this battery system proved effective in rigorous field-testing and was placed in to marketable production, now known as LiFePO4 battery systems.

During initial production, GLFH 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. Asset-tracking 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.

Early third quarter 2014, GLFH began shipping its patent pending battery systems to a multi-state distributor in Shreveport, Louisiana. The battery system saw rapid acceptance within the industry, thus increasing oil and gas demand through the remainder of 2014.

In 2015, GLFH began researching the use of this battery technology outside of the oil and gas industry. In conjunction with alternative markets, GLFH successfully 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. Additionally, GLFH sought additional product lines to its battery systems to increase revenue while establishing a synergy among products such that each product line could add value to the other.

GLFH acquired DayLight Pump, LLC, a chemical injection pump manufacturing company, in early 2015 and all operations and manufacturing were relocated to Shreveport, Louisiana. Following slight enhancements to the DayLight Pump design, and following rigorous field-testing, DayLight Pumps, as we know them today were manufactured and placed into final production. As planned, these chemical injection stations incorporate the GLFH LiFePO4 battery systems, at various levels. DayLight Pumps with GLFH LiFePO4 battery systems were introduced into the commercial market mid-2015.

GLFH realized 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 which not only serves to further validate product viability but also assisted in expanding beyond automation and measurement to the production sector of the petroleum industry, 3.) Introduction of our technology outside the petroleum industry in to additional markets. 2015 goals were met regarding zero emissions vehicle testing, the successful acquisition of Daylight Pump, LLC, as well as the initial design of a second-generation battery management system. Chemical injection pumps and accessories showed significant increase gross revenue, as desired and the company was able to branch out of the oil and gas market to the United States Armed Forces in the testing of GLFH LiFePO4 battery systems for use in automated range targeting systems. Armed Forces testing was completed mid-year 2015 with two facilities performing simultaneous field-testing which ultimately proved successful. Third quarter 2015 saw the first shipment of GLFH LiFePO4 battery systems to Fort Campbell. Such a milestone is of note as it represents a first not only for GLFH, but also the acceptance and usage of the LiFePO4 chemistry by the United States Government.

2015 also proved successful in that a solidified distribution network was established with a number of national and long-standing regional distribution partners opening the GLFH product line to nationwide distribution. Promptly following the establishment of the distribution network, hands-on product training sessions were conducted personally with each distribution hub while initial stocking orders were placed and shipped across the nation.

Since the Company’s inception, the Company has accomplished key milestones outlined in its 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, product development, including research and field-testing as well as for the purchase of inventory and ordinary day-to-day operations. We anticipate that in 2016, the Company will increase profitability, and that cash flow will be such as to allow for the production of additional inventory items to reduce lead-times for product sales, continued market growth and the development of those products desired within our market sectors which may add to the synergies already enjoyed.

Liquidity and Capital Resources

“Liquidity” refers to our ability to generate adequate amounts of cash to meet our funding needs. We believe we have adequate capital resources and liquidity from our operations to maintain current operations during 2016, but continue to be dependent on sales of common stock to fund operations until we achieve a positive cash flow.

We do not currently have material commitments for capital expenditures and do not anticipate entering into any such commitments during the next twelve months. Our current commitments consist primarily of lease obligations for office space, computer equipment, and office equipment.


At December 31, 2015, we had current assets of $1,115,793 comprised of cash of $47,333, trade receivables of $107,760, prepaid expenses of $10,083 and inventory of $950,617. Our current liabilities were $195,771 in current maturities of long term debt, $351,296 in accounts payable and accrued expenses, and $125,000 in a convertible promissory note payable, net of discount, resulting in working capital of $443,726.

Net cash used in operating activities was $1,347,371 for the year ended December 31, 2015, from a net loss of $1,599,316, increase in inventory of $753,824, accounts receivable of $107,424 and prepaid expenses of $10,083 offset by decrease in accounts receivable from related party of $113,170, increase in payables of $193,705, increase in payables to related parties of $123,282, depreciation and amortization of $24,390, common shares issued for services of $261,352, employee options expense of $295,553, loss on sale of assets of $5,317 and amortization of discount of $106,507.

Cash used in investing activities in fiscal 2015 was $228,376 of which $73,076 was used for the purchase of equipment, offset by $5,000 in proceeds from sale of equipment and a $160,300 cash investment in Daylight Pumps.

Net cash provided by financing activities was $1,528,412, consisting of $1,512,200 for the sale of stock, proceeds from notes payable of $267,573, borrowings on finance contracts of $20,596, offset by $133,152 in principal payments, $125,000 in payments on convertible promissory notes, and $13,805 in payments on finance contracts. Since inception, we have used our common stock to raise money for the research and development of our intended products, for corporate expenses, and for current operations.

Deficit accumulated since inception is $2,209,834. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations.

We did not have any material commitments at December 31, 2015.

Our ability to continue as a going concern is dependent on our ability to raise additional capital and attained profitable operations. Since its inception, we have been funded by sales of company stock, and funds contributed by related parties through capital investment and borrowing funds. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Plan of Operation

During the next twelve months, we intend on providing engineering services, developing new proprietary technology, implementing this technology in new products, and commercializing new and existing products. We will also be providing services and training necessary for the implementation of these products to our distributors. We believe we have sufficient funding for the development of our products and the execution of our business model over the next twelve months, which includes the on-going costs associated with maintaining a fully compliant reporting status with regulatory agencies.

Results of Activities

For the Year Ended December 31, 2015

Results of Operations

We are a recently organized company and have incurred $2,468,764 in expenses from inception (March 14, 2013) through December 31, 2015. For the years ended December 31, 2015 and 2014 we incurred $1,813,022 and $519,360, respectively, in general and administrative expenses, payroll expenses, professional fees, and engineering research and development.

Revenues:

Our revenues were $1,290,284 for the year ended December 31, 2015 compared to $280,063 in 2014. Of the $1,290,284 of revenue recorded during 2015, $613,446 were to third parties and $676,838 were to related parties. All of the sales attributable to the $280,063 were to related parties. The increase is from the Company implementing operations for the entire period and from the acquisition of Daylight Pumps. Chemical injection sales represented over 50% of the 2015 year to date gross revenue.

Cost of Revenues:

Our cost of revenue was $958,604 for the year ended December 31, 2015, compared to $213,660 in 2014. Costs were cost of materials and manufacturing supplies with the increase due to implementation of operations.


Operating Expenses:

Operating expenses for the year ended December 31, 2015, and December 31, 2014, were $1,813,022 and $519,360, 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 Operating Loss and Net Loss:

Net operating loss for the year ended December 31, 2015 and 2014 was $1,481,342 and $452,957 respectively. The Company realized a higher net loss because of an increase in administrative expenses and professional fees due to the increased activity of the company along with share based employee compensation, increased employee compensation and shares issued for legal services rendered.

Net loss for the year ended December 31, 2015 and 2014 was $1,599,316 and $474,023 respectively. The Company realized a higher net loss because of increased interest and amortization expense relating to a convertible promissory note, share based employee compensation, increased employee compensation and shares issued for legal services rendered.

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. You have no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and Development activities.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Pursuant to Item 305(e) of Regulation S-K, we are not required to provide quantitative and qualitative disclosure..

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Galenfeha, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  Page
   
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS F-1
   
CONSOLIDATED BALANCE SHEETS F-3
   
CONSOLIDATED STATEMENTS OF OPERATIONS F-4
   
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY F-5
   
CONSOLIDATED STATEMENTS OF CASH FLOWS F-6
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Galenfeha, Inc.
Ft. Worth, Texas

We have audited the accompanying consolidated balance sheet of Galenfeha, Inc. and its subsidiary (collectively, the “Company”) as of December 31, 2015, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Galenfeha, Inc. and its subsidiary as of December 31, 2015, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred net losses and net cash used in operations since inception. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
March 30, 2016


Report of Independent Registered Public Accounting Firm

To the Board of Directors
Galenfeha, Inc.

We have audited the accompanying balance sheets of Galenfeha, Inc. as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Galenfeha, Inc. as of December 31, 2014 and 2013 and the results of its operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Kyle L. Tingle, CPA, LLC

April 15, 2015
Las Vegas, Nevada


Galenfeha, Inc.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2015 and 2014

    December 31, 2015     December 31, 2014  
             
ASSETS            
CURRENT ASSETS            
   Cash $  47,333   $  94,668  
   Accounts receivable   107,424     -  
   Accounts receivable from related parties   336     113,506  
   Inventory   950,617     138,380  
   Prepaid expenses   10,083     -  
   Total current assets   1,115,793     346,554  
FIXED ASSETS, net of accumulated depreciation of $21,419 and $7,452, respectively   187,386     185,105  
OTHER ASSETS            
   Goodwill   389,839     -  
   Customer list net of accumulated amortization of $5,928 and $0, respectively   16,870     -  
   Deposit on acquisition   -     66,000  
   Deposits   1,000     1,000  
   Total other assets   407,709     67,000  
TOTAL ASSETS $  1,710,888   $  598,659  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
CURRENT LIABILITIES            
     Accounts payable and accrued liabilities $  228,014   $  34,309  
     Accounts payable to related parties   123,282     -  
     Current maturities of long term debt   195,771     4,741  
     Related party convertible promissory note, net of unamortized
        discounts of $0 and $106,057, respectively
  125,000     143,493  
     Due to officer   -     24,316  
     Total current liabilities   672,067     206,859  
LONG TERM DEBT   -     14,518  
     Total liabilities   672,067     221,377  
             
STOCKHOLDERS’ EQUITY            
Common stock            
   Authorized: 500,000,000 common shares, $0.001 par value,
   86,126,100 issued and outstanding at December 31, 2015 and
   77,812,000 issued and outstanding at December 31, 2014
  86,126     77,812  
Additional paid-in capital   3,162,529     909,988  
Accumulated deficit   (2,209,834 )   (610,518 )
Total stockholders’ equity   1,038,821     377,282  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $  1,710,888   $  598,659  

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements


Galenfeha, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2015 and 2014

    December 31, 2015     December 31, 2014  
Revenues:            
Third Parties $  613,446   $  -  
Related Parties   676,838     280,063  
             
Cost of Sales   958,604     213,660  
             
Gross Profit   331,680     66,403  
             
Operating Expenses:            
General and administrative   509,913     175,466  
Payroll expenses   904,935     231,228  
Professional fees   194,002     45,948  
Engineering research and development   174,465     58,848  
Depreciation and amortization expense   24,390     7,717  
Loss on sale of fixed assets   5,317     153  
     Total operating expenses   1,813,022     519,360  
             
Loss from continuing operations   (1,481,342 )   (452,957 )
             
Other (expense) income            
Interest income   44     63  
Miscellaneous income   -     200  
Interest expense   (118,018 )   (21,329 )
     Total other (expense)   (117,974 )   (21,066 )
             
Net loss $  (1,599,316 ) $  (474,023 )
             
Net loss per share, basic and diluted $  (0.02 ) $  (0.01 )
Weighted average number of common shares outstanding, basic and diluted   85,415,212     70,206,685  

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements


Galenfeha, Inc.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2015 and 2014

                Additional              
    Common Stock     Paid-in     Accumulated        
    Shares     Amount     Capital     Deficit     Total  
                               
Balance – December 31, 2013   52,152,000   $ 52,152   $ 171,648   $ (136,495 ) $ 87,305  
Common shares issued for cash   25,660,000     25,660     613,340     -     639,000  
Beneficial conversion feature of convertible promissory note   -     -     125,000     -     125,000  
Net loss   -     -     -     (474,023 )   (474,023 )
                               
Balance – December 31, 2014   77,812,000     77,812     909,988     (610,518 )   377,282  
                               
Common shares issued for cash   16,122,000     16,122     1,496,078     -     1,512,200  
Common shares issued for acquisition of subsidiary   767,000     767     190,983     -     191,750  
Options expense   -     -     295,553     -     295,553  
Common shares returned and cancelled   (9,224,900 )   (9,225 )   9,225     -     -  
Common shares issued for services   650,000     650     260,702     -     261,352  
Net loss   -     -     -     (1,599,316 )   (1,599,316 )
                               
Balance – December 31, 2015   86,126,100   $ 86,126   $  3,162,529   $ (2,209,834 ) $ 1,038,821  

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements


Galenfeha, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 and 2014

    Year Ended  
    December 31, 2015     December 31, 2014  
             
OPERATING ACTIVITIES            
     Net loss $  (1,599,316 ) $  (474,023 )
   Adjustments to reconcile net loss to net cash used in operating activities:            
       Depreciation and amortization   24,390     7,717  
       Common shares issued for services   261,352     -  
       Options expense   295,553     -  
       Loss on sale of fixed assets   5,317     153  
       Amortization of debt discounts   106,507     18,493  
       Changes in Operating Assets and Liabilities:            
           (Increase) in accounts receivable   (107,424 )   -  
           Decrease (increase) in accounts receivable from related party   113,170     (113,506 )
           Increase in inventory   (753,824 )   (138,380 )
           Increase in prepaid expenses and other assets   (10,083 )   (750 )
           Increase in accounts payable and accrued liabilities   193,705     29,129  
           Increase in accounts payable to related parties   123,282     -  
Net cash used in investing activities   (1,347,371 )   (671,167 )
             
INVESTING ACTIVITIES            
   Purchase of fixed assets   (73,076 )   (187,916 )
   Proceeds from sale of fixed assets   5,000     5,000  
   Cash paid for acquisition of subsidiary   (160,300 )   (66,000 )
Net cash used in financing activities   (228,376 )   (248,916 )
             
FINANCING ACTIVITIES            
   Proceeds from notes payable   267,573     20,000  
   Payments on notes payable   (133,152 )   (740 )
   Proceeds from related party convertible promissory note   -     250,000  
   Payments on related party convertible promissory note   (125,000 )   -  
   Borrowings on finance contracts   20,596     -  
   Payments on finance contracts   (13,805 )   -  
   Net advance from officer   -     33,011  
   Proceeds from sale of common stock   1,512,200     639,000  
Net cash provided by financing activities   1,528,412     941,271  
             
NET (DECREASE) INCREASE IN CASH   (47,335 )   21,188  
CASH AT BEGINNING OF PERIOD   94,668     73,480  
CASH AT END OF PERIOD $  47,333   $  94,668  
             
SUPPLEMENTAL INFORMATION            
   Cash paid for:            
       Interest expense $  2,402   $  273  
       Income taxes   -     -  
             
NONCASH INVESTING AND FINANCING ACTIVITIES            
   Return and cancellation of common stock $  9,225   $  -  
   Common stock issued for acquisition of subsidiary   191,750     -  
   Note payable issued for acquisition of subsidiary   53,000     -  
   Deposit used for acquisition of subsidiary   66,000     -  
   Assumption of liabilities by an officer for disposal of fixed assets   42,016     -  

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements


Galenfeha, Inc.
Notes to Consolidated Financial Statements
December 31, 2015 and 2014

NOTE 1 - NATURE OF BUSINESS

Galenfeha, Inc. was 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 consolidated 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.

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”). Certain prior period amounts have been reclassified to conform to current period presentation.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Daylight Pumps, Inc.. All significant inter-company accounts and transactions have been eliminated.

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.

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 delivered. 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.

During the year ended December 31, 2015, 52% of sales were to a single related party customer. In addition, one other third party customer contributed to 13% of total revenue in 2015.

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 December 31, 2015 and December 31, 2014 was $47,333 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 December 31, 2015 and December 31, 2014, the balance of the allowance for doubtful accounts was $0 and $0, respectively.

As of December 31, 2015, accounts receivable from one third party customer comprised 81% of accounts receivable, while another third-party customer comprised 12% of accounts receivable.

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. Inventory consists of the following amounts as of December 31, 2015 and 2014.

    2014     2015  
Raw Materials $ 138,380   $ 311,673  
Work In Process   -     -  
Finished Goods   -     638,944  
          -  
Total Inventory $ 138,380   $ 950,617  

PROPERTY AND INTANGIBLE ASSETS

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 and forty years for improvements. Total depreciation and amortization expense related to property and equipment was $24,390 and $7,717 for the years ended December 31, 2015 and 2014. Expenditures for repairs and maintenance are charged to expense as incurred. Intangible asset consisted of a customer list acquired in the Daylight Pumps acquisition. Amortization is computed using the straight-line method over the estimated useful life of three years. Total amortization expense related to intangible asset was $5,928 and total depreciation expense related to property and equipment was $18,462 for the year ended December 31, 2015.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. When impairment is identified, the carrying amount of the asset is reduced to its estimated fair value. Assets to be disposed of are recorded at the lower of net book value or fair market value less cost to sell at the date management commits to a plan of disposal. There were no impairments to long-lived assets for the Company’s years ended December 31, 2015 or 2014.


GOODWILL

Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and marketplace date. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company completed an evaluation of goodwill at December 31, 2015 and 2014 and determined that there was no impairment.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs, predominately internal labor costs and costs of materials, are charged to expense when incurred.

ADVERITISING EXPENSES

Advertising expenses are expensed as incurred. The Company expensed advertising costs of $93,112 and $4,779 for the years ended December 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.

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under FASB ASC 740 Topic “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets were recognized at December 31, 2015 and 2014.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with FASB ASC 260 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 December 31, 2015 and 2014. As of December 31, 2015 and 2014, the Company had no dilutive potential common shares.

FAIR VALUE ACCOUNTING

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC 820, 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).


SHARE-BASED EXPENSES

FASB ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expenses (including options and common stock) for the years ending December 31, 2015 and 2014 were $556,905 and $0, respectively.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, "Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from accounting principles generally accepted in the United States of America (“U.S. GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for this audited condensed consolidated financial statements.

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 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 forty years.

A summary is as follows:

    December 31, 2015     December 31, 2014  
Manufacturing assets $  168,015   $  120,835  
Vehicles   -     56,828  
Furniture and equipment   19,318     8,614  
Improvements   21,472     6,280  
    208,805     192,557  
             
Less accumulated depreciation   (21,419 )   (7,452 )
             
Property and equipment, net $  187,386   $  185,105  

Depreciation expense related to property and equipment was $18,462 and $7,717 for the years ended December 31, 2015 and 2014, respectively.

During the year ended December 31, 2015, James Ketner, former Chairman of the Board, purchased a GMC Truck and a Chrysler automobile from the company in exchange for the settlement of an officer loan in the amount of $24,316, a cash payment of $5,000 and the assumption of the note payable to Chrysler Capital in the amount of $17,700. These transactions resulted in a loss on the disposal of fixed assets of $5,317.

NOTE 5 – NOTES PAYABLE

The Company issued a convertible promissory note to a related party in 2014 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. 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 intrinsic value of the beneficial conversion feature was determined to be $125,000 and the discount is being amortized over the one year life of the promissory note. As of December 31, 2015, $125,000 of the discount has been amortized as interest expense. Interest amortized for the years ended December 31, 2015 and 2014 was $106,507 and $18,493, respectively. The Company repaid $125,000 under this note during the year ended December 31, 2015 and the outstanding balance was $125,000 as of December 31, 2015.

Interest expense accrued on the convertible promissory note was $11,699 and $2,589 for the years ended December 31, 2015 and 2014, respectively. The note matured on November 7, 2015 and is currently past due. The note is unsecured, bears interest at 7% per annum and is convertible into common stock at $0.50 per share.

In 2015, the Company financed inventory purchased from Daylight Pumps in the related business combination in the amount of $53,000 which is payable to Warren T. Robertson. The note has an interest rate of 0.00%, payable in four payments of $13,250, by the end of each quarter, beginning April 1, 2105. The Company repaid $53,000 under this note during the year ended December 31, 2015 and the outstanding balance was $0 as of December 31, 2015.


In 2015, the Company incurred a loan of $13,875 relating to commercial general liability insurance. The note has an interest rate of 8.00%, payable in payments of $1,439 for 10 months. Additionally the Company incurred a loan of $6,721 relating to workers compensation, commercial property, and commercial automobile insurance. The note has an interest rate of 0.00%, payable in payments of $1,703 for two months and $663 for five months. The outstanding balance on these finance agreements was $6,791 as of December 31, 2015.

The Company incurred a loan of $78,593 on August 28, 2015 that is secured by customer purchase orders. The loan has an interest rate of 4.75% payable in four payment of $19,843 with the first payment due on December 28, 2015. Since the prior customer purchase orders had been fulfilled and paid, the loan of $78,593 was repaid by second loan of $88,980 on December 28, 2015 which was secured by current customer purchase orders. The second loan of $88,980 has an interest rate of $4.75% and is payable in one principal payment of $88,980 plus accrued interest on April 28, 2016. The outstanding balance on this loan was $88,980 as of December 31, 2015.

During 2015, the Company made payments of $1,559 towards an outstanding note payable to Chrysler Capital in the amount of $19,259 as of December 31, 2014. The remaining balance of $17,700 was assumed by James Ketner, former Chairman of the Board (see Note 4).

The Company also took out a line of credit of $100,000 on August 5, 2015 which is payable on demand. The line of credit is secured by all present and future inventory, all present and future accounts receivable, other receivables, contract rights, instruments, documents, notes, and all other similar obligation and indebtedness that may now and in the future be owed to the Company, and all general intangibles. Additionally, the line of credit is secured by a deposit account held at the Grantor’s institution which had a cash balance of $11,499 as of December 31, 2015. Interest only payments were made during the year ended December 31, 2015. The outstanding balance on this line was $100,000 as of December 31, 2015.

The current maturities and five year debt schedule for the notes and convertible notes is as follows:

2016 $  320,771  
2017   -  
2018   -  
2019   -  
Total current notes payable $  320,771  

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 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. On September 18, 2015, the Company sold 2,000,000 shares of its common stock to an entity controlled by former Board Chairman James Ketner at a price of $0.05 per share, for a total of $100,000. On September 24, 2015, the Company sold 2,500,000 shares of common stock to Galenfeha President/CEO Lucien Marioneaux, Jr. at a fixed price of $0.10 per share, for a total of $250,000. These purchases were made pursuant to the board resolution ratified on August 28, 2015 for affiliate stock purchase.

In October 2014, the Company entered into an agreement for the issuance of 1,000,000 common shares for CAD/CAM Engineering Design Services for GLFH1200 series battery development. The shares vest in equal installments of 250,000 each year following the date of the agreement. On May 1, 2015, the Company issued 250,000 shares under this award. During the year ended December 31, 2015, $141,352 was expensed under this award and $58,573 remains to be expensed over the remaining service period.

On July 1, 2015, the Company issued 400,000 shares of common stock for legal services rendered valued at $120,000. The $120,000 was expensed during the year ended December 31, 2015.

Following the passing of Director Richard G. Owston on June 20, 2015, 5,124,900 shares of common stock were returned to the Company’s treasurer and cancelled, pursuant to the lockup agreement signed by all Directors and filed with the SEC on October 25, 2013.

During the year ended December 31, 2015, the Company issued 767,000 common shares for the acquisition of its subsidiary, valued at $191,750 (see Note 8).


Following the tendered resignation of James Ketner, Chairman of the Board on December 31, 2015, 4,100,000 shares of common stock were returned to the Company’s treasurer and cancelled, pursuant to the lockup agreement signed by all Directors and filed with the SEC on October 25, 2014.

During 2014 the Company sold 25,660,000 shares to seventy-nine private investors. The Company 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. The Company 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 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.

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. $295,553 was expensed during the year ended December 31, 2015 and $135,286 will be expensed over the remaining vesting period.

As of December 31, 2015, there were 2,050,000 options outstanding of which 925,000 were exercisable. The range of exercise prices and remaining weighted average life of the options outstanding at December 31, 2015 were $0.20 to $0.25 and 2.37 years, respectively. The aggregate intrinsic value of the outstanding options at December 31, 2015 was $0.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company entered into two lease agreement for office and research/warehouse facilities in Louisiana. The office lease is $10,200 per year for 24 months beginning May 1, 2014. The research/warehouse facility lease is $2,600 per month for 24 months beginning on November 1, 2014.

The Company also entered into a lease agreement for facilities in Arkansas. This lease is for $750 per month, payable in quarterly payment of $2,250, due at the first of each quarter. This lease has no term. The lease was terminated during the second quarter of 2015.

Additionally, 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 also month to month.

Year Ended   Amount  
2016   29,400  
2017   -  
2018   -  
2019   -  
2020   -  
$ 29,400  

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 inventory assets. Consideration was $226,300 in cash (of which $66,000 was paid as a deposit in 2014), a note payable of $53,000 and 767,700 common shares of stock. Upon evaluation of the inventory and customer list, it was determined fair market values were $58,413 and $22,798, respectively, with the balance considered additional goodwill in the transaction. The stock consideration was determined at the price of $0.25 as traded on March 21, 2015. The acquisition was reported as follows:

    March 21, 2015  
Inventory assets $  58,413  
Customer list   22,798  
    81,211  
       
Cash for consideration   226,300  
Note payable   53,000  
Fair value of stock for consideration   191,750  
Total Consideration   471,050  
       
Goodwill $  389,839  

We have not included unaudited pro forma results of operations data for the year ended December 31, 2015 and 2014 as if the Company and the entity described above had been combined on January 1, 2014, because historical financial information of Daylight Pumps, LLC prior to the date of acquisition was not available.

NOTE 9 – RELATED PARTY TRANSACTIONS

On November 1, 2014, the Company entered into a Convertible Promissory Note Agreement with Ray Moore Sr., a related party, in the amount of $250,000. The note bears an interest rate of 7% per annum until paid in full. Repayment of the loan is due on or before November 7, 2015. The lender shall have the right to convert this indebtedness to equity shares of Galenfeha at the rate of one share per $.50 of indebtedness for a total of 500,000 shares upon the expiration date, or at any time the Lender desired for the relieve of indebtedness of Maker. As of December 31, 2015, the principal and interest due on the note is $136,699 (the accrued interest of $11,699 is presented as accounts payable to related parties in the consolidated balance sheet).

Falcon Resources, LLC & MarionAv, LLC are two companies owned by Board Member, Trey Moore, and CEO/President, Lucien Marioneaux, Jr., respectively. These related party entities provide flight services to employees and directors of the Company. The total amount paid for flight services to Falcon Resources, LLC and MarionAv, LLC for the year ended December 31, 2015 totaled $18,838 and $2,343, respectively. The outstanding payable balance to Falcon and MarionAv was $3,511 and $1,388, respectively, as of December 31, 2015.

As of December 31, 2013, the Company had advanced funds to Mr. Ketner of $8,695. During 2014, Mr. Ketner reimbursed the Company for the $8,695 and advanced the Company $24,316. Mr. Ketner has not requested repayment of the advance. On June 5, 2015 James Ketner, former Chairman of the Board, purchased a GMC Truck back from the company for gross proceeds of $5,000. Additionally, on June 30, 2015 Mr. Ketner purchased back a Chrysler automobile from the company in exchange for an officer loan in the amount of $24,316 and assumption of the note payable to Chrysler Capital in the amount of $17,700. These transactions resulted in a loss on the disposal of fixed assets of $5,317.

Galenfeha sells a portion of its finished goods to Fleaux Services, LLC, a company owned by Board Member, Trey Moore. During the year ended December 31, 2015, sales to the related company totaled $670,838. As of December 31, 2015, the Company had outstanding receivables from the related party company of $336. As of December 31, 2015, the Company had an outstanding accounts payable balance to Fleaux Services, LLC totaling $28,744. During the year ended December 31, 2015, the Company purchased $25,500 of engineering research & development services rendered and $9,359 of shop supplies form Fleaux Services, LLC.


Galenfeha purchases component parts used in the assembly of inventory items from River Cities Machine, LLC, a company owned by CEO/President, Lucien Marioneaux, Jr. During the year ended December 31, 2015 purchases from the related company totaled $202,258; of which $76,441 was shown as an outstanding accounts payable balance to related parties as of December 31, 2015. In addition, during 2015, the Company generated revenue of $6,000 from Lucien Marioneaux, Jr.

Other outstanding accounts payable balances to related parties totaled $6,398 as of December 31, 2015. The amounts are unsecured, due on demand and bear no interest.

Beginning in July of 2015, the Company agreed to pay a consulting fee of $8,000 per month to KTNR, Inc., a related party entity owed by the former Chairman of the Board, James Ketner. Total consulting fees paid during the year ended December 31, 2015 totaled $56,000. The consulting agreement with KTNR, Inc. terminated on December 31, 2015 when James Ketner, former Chairman of the Board, tendered his resignation.

On September 18, 2015, the Company sold 2,000,000 shares of its common stock to an entity former Board Chairman, James Ketner, controls at a price of $0.05 per share, for a total of $100,000. On September 24, 2015, the Company sold 2,500,000 shares of common stock to Galenfeha President/CEO Lucien Marioneaux, Jr. at a fixed price of $0.10 per share, for a total of $250,000. These purchases were made pursuant to the board resolution ratified on August 28, 2015 for affiliate stock purchase. As of December 31, 2015, the Company had an outstanding payable to Lucien Marioneaux of $1,500.

NOTE 10 – INCOME TAX

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forward, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the period March 14, 2013 (date of inception) through December 31, 2015 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. The Company is in the process of filing appropriate returns for the Company.

The component of the Company’s deferred tax assets as of December 31, 2015 and 2014 are as follows:

    2015     2014  
Net operating loss carry forward $ 541,247   $  213,681  
Valuation allowance $  (541,247 )   (213,681 )
Net deferred tax asset $  -   $  -  

The approximate net operating loss carry forward was approximately $1,550,000 as of December 31, 2015 and will start to expire in 2033. The Company did not pay any income taxes during 2015 or 2014.

NOTE 11 – SUBSEQUENT EVENTS

On January 15, 2016 the Company’s line of credit was increased from $100,000 to $200,000. The Company withdrew an additional $70,000 in funds from the line of credit and paid loan origination and documentation fees of $1,000 at closing to bring the total outstanding line of credit balance to $171,000 as of January 15, 2016. Under the terms of the new agreement the loan is a fixed rate (4.75%) revolving line of credit loan to the Company for $200,000 due on January 15, 2017.

The Company issued a convertible promissory note in February of 2016 for $275,000. The consideration is $250,000 with a $25,000 prorated original issue discount. The maturity date shall be two years from the date of each payment of consideration. A one-time interest charge of six percent shall be applied on the issuance date to the original principal amount. Interest hereunder shall be paid on the maturity date. Conversion price shall equal 70% of the lowest trade occurring during the 25 consecutive trading days immediately preceding the applicable conversion date on which the holder elects to convert all or part of this note.

The Company issued another convertible promissory note in March of 2016 for $500,000. The consideration is $450,000 with a $50,000 original issue discount. The principal sum due to the investor shall be based on the consideration actually paid by the investor as well as any other interest or fees such that the issuer is only required to repay the amount funded and the issuer is not required to repay any unfunded portion of the note. The maturity date is two years from the effective date. The conversion price is 60% of the lowest price in the 25 trading days previous to the conversion. The issuer may repay this note at any time on or before 90 days from the effective date. If the issuer repays a payment of consideration on or before 90 days from the effective date, the interest rate on that payment shall be zero percent. If the issuer does not repay on or before 90 days from the notes effective date, a on-time interest charge of 12% shall be applied to the principal sum.


ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None

ITEM 9A – CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) during the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are not effective, due to the deficiencies in our internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting during the year ended December 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of December 31, 2015, our management has concluded that our internal controls over financial reporting were not operating effectively. Management has identified the following weaknesses; that only when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of December 31, 2015:

  1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, consisting of two members, one member who is not independent of management and lacks sufficient financial expertise for overseeing financial reporting responsibilities.

     
  2.

Insufficient documentation of financial statement preparation and review procedures - We employ policies and procedures in reconciliation of the financial statements and the financial information based on which the financial statements are prepared, however, the controls and policies we employ are not sufficiently documented.




  3.

We did not maintain proper segregation of duties for the preparation of our financial statements – During the year ended December 31, 2015 the majority of the preparation of financial statements was carried out by one person. This has resulted in several deficiencies including:

       
  a.

Significant, non-standard journal entries were prepared and approved by the same person, without being checked or approved by any other personnel.

       
  b.

Lack of control over preparation of financial statements, and proper application of accounting policies.

       
  4.

We lack sufficient information technology controls and procedures – As of December 31, 2015, we lacked a proper data back up procedure, and while backup did take place in actuality, we believe that it was not regulated by methodical and consistent activities and monitoring.

The foregoing material weaknesses identified in our internal control over financial reporting were identified by our external consultants responsible for the preparation of our financial reporting package. The aforementioned material weaknesses did not impact our financial reporting or result in a material misstatement of our financial statements.

As of December 31, 2015 we have not taken action to correct the material weaknesses identified in our internal control over financial reporting. Once we have sufficient personnel available our Board of Directors, in connection with the aforementioned weaknesses, will implement the following remediation measures:

  1.

Our Board of Directors will nominate an audit committee and audit committee financial expert.

     
  2.

We will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties, as well as additional manpower for proper documentation.

     
  3.

We will engage in a thorough review and restatement of our information technology control procedures, in addition to procurement of all hardware and software that will enable us to maintain proper backups, access, control etc.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. We are not required to provide an attestation report by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the last quarter of our fiscal year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None


PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Our directors are elected for the term of one year, and hold office until his successor is elected and qualified, or until his earlier resignation or removal. Our officers are appointed by our board of directors and hold office until removed by the board. Our directors and executive officers are as follows:

Name Age Position Director since:
Lucien Marioneaux 42 President/CEO/Chief Financial Officer/Director Inception
James Ketner 49 Former Chairman of the Board/Director Inception
Mark Warren 64 Chairman of the Board/Director December 31, 2015
Trey Moore 44 Director Inception
LaNell Armour 50 Secretary/Treasurer/Director Inception

Lucien Marioneaux, Jr., owns and operates Marioneaux Law Firm, a private general law practice specializing in estate planning and general corporate representation including transactions and litigation. Mr. Marioneaux also holds various real estate and natural gas investments along with a variety of private equity holdings in multiple industries including natural gas production throughout Texas and Louisiana. He has practiced law in Louisiana for over fifteen years. Mr. Marioneaux’s experience in successfully guiding small and large corporations, legal practice and investments in natural gas operations qualifies him to serve as the President and Chief Executive Officer.

Mr. Marioneaux previously held the position of Senior Director of Security, Risk Management and Regulatory Compliance for L’Auberge du Lac Casino Resort from 2005 to 2010, directing all operations within those departments. L’Auberge du Lac is a 227-acre luxury gaming resort located in Lake Charles, Louisiana, with 2,500 employees and revenues exceeding $380 million per year. Mr. Marioneaux was responsible for all aspects of the property regulatory compliance program for the State of Louisiana, the U.S. Department of the Treasury, Financial Crimes Enforcement Network (Title 31) and Sarbanes-Oxley. He directed all general liability and workers compensation matters and worked closely with outside and corporate legal counsel to ensure efficient and effective resolution. In 2008, he was part of the team which implemented a major property expansion at L’Auberge. The $67 million project included a nine-story hotel tower with 250 rooms.

Mr. Marioneaux is active in the Louisiana Bar Association, the Shreveport Bar Association, the DeSoto Parish Bar Association. Mr. Marioneaux’s tenure has allowed the unique experience of working directly with local, state and federal governmental and elected officials on issues important to these various interests. From 2008 to 2009, he has served as co-chair of the Southwest Chamber of Commerce’s Governmental Affairs Committee and was a visiting professor for McNeese State University where he taught The Legal Environment of Business from 2008 to 2010. Mr. Marioneaux earned his Bachelor of Science Degree in Accounting from Louisiana Tech University in Ruston, Louisiana in 1995 and his Law Degree from Louisiana State University, Paul M. Hebert Law Center, in Baton Rouge, Louisiana in 1998.

James Ketner is our founder. He has over 26 years of experience as the director and chief executive officer of public and private corporations. From 2005 to 2011, upon founding Kelyniam Global, Inc. on December 30, 2005, he was responsible for taking that company public, receiving FDA 510(k) approval, maintaining compliance with ISO 13485, 21 CFR 820, and commercially launching cranial and maxillofacial custom prosthetics. He has a successful track record of directing public companies, streamlining operations, and maximizing productivity through increased efficiency and productivity using state of the art technology. Mr. Ketner has spent most of his professional career as a contract consulting Engineer for Fortune 500 multinational companies. In 1988, Mr. Ketner started his career as a numeric control programmer at General Dynamics. In 1991, Mr. Ketner embarked on his entrepreneurial career as a consultant, with clients such as General Dynamics, Pratt and Whitney, Boeing, Lockheed, Daimler Chrysler, Fiat, Honda Research and Development, Rockwell, Sikorsky Aircraft, Embraer SP, and Dassault/Falcon Jet. Mr. Ketner has traveled extensively and is well versed in conducting business in North and South America. As a resourceful decision-maker combining strong leadership and organizational skills, Mr. Ketner has the ability to direct programs throughout the design and manufacturing processes because of his extensive experience and expertise in high tech engineering and manufacturing environments.

Mark Warren received his BS in Business Management from Louisiana State University in 1972. He later received his Associates of Arts from the Harvard Business Executive Program in 1977. Mark started his career in the petroleum industry by working with various Gulf Coast operators and contractors in Land and Project Management. In those first thirty years of his career, Mark gained an unparalleled expertise in all facets of Petroleum Land Management including title research, ownership reporting, owner relations, contract negotiations, and regulatory compliance. Those skills allowed Mark to partner in the startup of four different E&P companies under various iterations of “Classic” over the next 10 years. Mark was charged with the oversight of all Land and Regulatory functions for these companies focused in the complex East Texas and North Louisiana oil basins. All four Classic companies were able to assemble, appraise, and monetize significant acreage positions with attractive returns for all involved. Mark’s unquestioned leadership in all matters of Land, Regulatory, and contract negotiations make him an exciting addition to the Steward team. Throughout his distinguished career, Mark has maintained membership in such professional organizations as Ark-La-Tex Landman Association, AAPL, API, and LA Independent Producers & Royalties. Mark currently lives in Shreveport, Louisiana.


Trey Moore has over twenty-four years of experience as a senior level executive in the oil and natural gas industries. From 2005 to January 2012 Mr. Moore worked as the general manager of the Eastern Division of J.W. Measurement Company, where he provided a significant contribution in growing revenues from $6 million to $140 million over the course of thirteen years. In March of 2012, Mr. Moore became a co-founder and Chief Executive Officer of Fleaux Services of Louisiana currently with 8 offices, seventy employees and on track to generate $40 million in annual revenue. His proven leadership ability has rapidly expanded Fleaux Services into associated oil and natural gas exploration markets and neighboring geographic areas such as Arkansas, Texas, and Colorado. Mr. Moore has experience in identifying and creating innovative, niche products and services to optimize production at a lower cost with less manpower and greater efficiency for small and large scale oil and natural gas producers. He has experience in executing new business strategies, and developing new technologies. From August 2010 to present, Mr. Moore manages the operations of Eagle Oil, an oil and natural gas operator in Texas and Louisiana. Mr. Moore’s oil and natural gas experience has given him an expansive understanding of the needs for better engineered products and services. We believe Mr. Moore is qualified to be one of our directors. Mr. Moore is a veteran of the United States Marine Corps.

LaNell Armour has had a twenty-five year career in public relations, communications, and education. Her experience in public relations will provide a firm foundation for her primary responsibilities in investor relations and corporate communications. Ms. Armour was a senior faculty member at the Music Institute of North Texas from August 2010 to August 2014. She joined Dallas Chamber Music in 2010 as General Manager, and was named Executive Director on June 1, 2012 and continued to serve until May 2013. Prior to Dallas Chamber Music, Ms. Armour spent eight years, from 2001 through 2008 as the Public Relations Manager for the world-renowned Chicago Symphony Orchestra as Public Relations Manager. From 1999 to 2001, Ms. Armour served as the Public Relations Manager for the Ravinia Festival in Highland Park, Illinois. Ms. Armour became a writer, then editor at “Clavier” magazine in Chicago from 1996 through 1999. Ms. Armour earned a Bachelor of Music degree in Piano Performance with a minor in English from The University of Tennessee.

Board Meeting Attendance

During fiscal 2015, our board of directors held 6 regularly scheduled and special meetings. Attendance for these meetings was one hundred percent.

Board Committees

We do not have standing audit, nominating and compensation committees. We believe our board is sufficiently small that the entire board can consider matters that would otherwise be considered by such committees.

Stockholder Nominations and Communications

Our board of directors does not have a policy governing nominations of directors by stockholders. We do not have a process by which stockholders may communicate with the board of directors.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC). Officers, directors, and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us, all reports under Section 16(a) required to be filed by our officers and directors and greater than ten percent beneficial owners were timely filed as the date of this filing.

ITEM 11 – EXECUTIVE COMPENSATION

Executive Compensation

We do not have employment or executive compensation agreements with our executive officers. Our board of directors approves annual compensation which is subject to change. The cash compensation amounts set forth in the following table reflects the amounts approved and actually paid. Mr. Ketner is no longer with the company, and Ms. Armour has been moved to part-time status.


Summary Compensation Table

Name and Position Year Salary ($) Total ($)
James Ketner Chairman of the Board 2014 54,000 54,000
James Ketner Chairman of the Board 2015 40,000 40,000
KTNR, Inc. 2015 56,000 56,000
LaNell Armour Secretary/Treasurer 2015 65,000 65,000

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial shareholdings of our directors, officers and our directors and executive officers as a group and persons who beneficially hold five percent or more of our common stock, as of December 31, 2015, with the computation being based upon 86,126,100 shares of common stock being outstanding. Each person has sole voting and investment power with respect to the shares of common stock shown and all ownership is of record and beneficial. The address of our directors and officers is our address.


Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership

Percent of Class
Common Lucien Marioneaux, Jr. 10,620,000 12.3%
Common Trey Moore 5,640,000 6.5%
Common LaNell Armour 3,641,600 4.2%
Common James Ketner 3,420,000 4.0%
       


Officers and Directors
as a Group (4 persons)






23,321,600



27.0%

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth amounts we have been billed with respect to 2015 and 2014 for certain services provided by our independent accountant.

Service   2015     2014  
             
Audit $  12,900   $  3,263  
Review of unaudited financial statements $  9,541   $  5,735  
Audit-related fees $  none     none  
Tax compliance, tax advice and tax planning $  2,475     none  
All other services $  18,990     none  


PART IV

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT DOCUMENT DESCRIPTION
NO.  
3.1*

Articles of Incorporation of Galenfeha, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118880 filed May 23, 2013)

3.2*

Bylaws of Galenfeha, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118880 filed May 23, 2013)

*Previously filed and incorporated by reference.

The following documents are included herein:

Exhibit Document Description
No.  
23.1

Consent of Independent Registered Public Accounting Firm.

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

101.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of annual report 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 Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of March 2016.

GALENFEHA, INC.

/s/ Lucien Marioneaux, Jr.
Lucien Marioneaux, Jr.
President/Chief Executive Officer, Principal Financial
Officer, Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Signature Title Date
     
/s/ Lucien Marioneaux, Jr.  President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Director March 30, 2016
Lucien Marioneaux, Jr.
     
/s/ LaNell Armour    
LaNell Armour Secretary/Treasurer/Director March 30, 2016
     
/s/ Trey Moore    
Trey Moore Director March 30, 2016