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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-10346

Galenfeha, Inc.
(Exact name of registrant as specified in its charter)

420 Throckmorton Street, Suite 200
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip code)

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

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [   ]

Indicate by check mark whether the registrant submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [X]

As of November 15, 2016, there were 96,666,100 shares of the registrant’s common stock outstanding, each with a par value of $0.001.

2

F-1

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-4

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-5

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2016, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these unaudited interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2015 audited financial statements included in its Form 10-K filed with the Securities and Exchange Commission. The results of operations for the period ended September 30, 2016 and the same period last year are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses and net cash used in operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONCENTRATIONS

During the nine months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, two other third party customers contributed to 56% of total revenue for nine months ended September 30, 2016. For the nine months ended September 30, 2015, 67% of sales were to a single related party customer. During the three months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, one other third party customer contributed to 53% of total revenue for three months ended September 30, 2016. For the three months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, one other third party customer contributed to 59% of total revenue for three months ended September 30, 2015.

As of September 30, 2016, accounts receivable from one related party customer comprised 68% of total accounts receivable before it netted with accounts payable due to the same related party and accounts receivable from one third party customer comprised 31% of accounts receivable. 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.

NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

During fiscal year 2015 and for the nine months ended September 30, 2016, all common stock equivalents were excluded as they would have been anti-dilutive the dilutive. For the three months ended September 30, 2016, the dilutive effect of the outstanding common stock options was 9,266,366 shares and convertible debt was 22,185,176 shares with a reduction to net income of $512,471.

F-6

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 September 30, 2016 and December 31, 2015.

FAIR VALUE ACCOUNTING

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forth by level with the fair value hierarchy the Company’s assets and liabilities measured at fair value as of September 30, 2016:

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:

Depreciation expense related to property and equipment was $14,826 and $14,061 for the nine months ended September 30, 2016 and 2015, respectively and $4,942 and $4,257 for the three months ended September 30, 2016 and 2015, respectively.

F-7

NOTE 5 – NOTES PAYABLE

On May 12, 2016, the Company incurred a loan of $5,625 relating to the renewal of their commercial general liability insurance. The note has an interest rate of 8.00%, payable in payments of $583 for 10 months. Additionally in May of 2016, the Company incurred a loan of $5,746 relating to the renewal of their workers compensation, commercial property, and commercial automobile insurance. The loan balance increased by $6,798 on September 27, 2016 due to an additional workers compensation assessment after auditing the prior payroll period. The note has an interest rate of 0.00%, payable in payments of $936, $1,223, $599, and $7.669 in months one, two, three and four, respectively, and $509 per month for the remaining four months. The outstanding balance on these finance agreements was $12,644 and $6,791, as of September 30, 2016 and December 31, 2015, respectively.

In August 2015, the Company incurred a loan of $78,593 that is secured by a customer purchase order. 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 a 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 $0 and $88,980 as of September 30, 2016 and December 31, 2015, respectively.

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. 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.

Additionally, the line of credit is secured by a deposit account held at the Grantor’s institution which had a cash balance of $45 and $11,499 as of September 30, 2016 and December 31, 2015, respectively. The outstanding balance on the line of credit was $85,469 and $100,000 as of September 30, 2016 and December 31, 2015, respectively.

On August 23, 2016, the Company entered into a Promissory Note Agreement with Kevin L. Wilson, in the amount of $350,000. The note bears an interest rate of 11 ½ % per annum from the date until the principal is paid in full. This note may be prepaid in whole or in part, without penalty. All outstanding principal, interest and fees shall be due and payable on or before August 23, 2017. As of September 30, 2016, the principal and interest due on the note is $354,190 (the accrued interest of $4,190 is presented as accounts payable in the consolidated balance sheet).

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

NOTE 6 – CONVERTIBLE LOANS

At September 30, 2016 and December 31, 2015, convertible loans consisted on the following:

F-8

February 2016 Note

Effective February 29, 2016 the Company entered into a Convertible Promissory Note (“Vista Note”) with Vista Capital Investments, LLC pursuant to which the Company issued Vista Capital Investments, LLC a convertible note in the amount of $275,000 with an original issue discount in the amount of $25,000. The principal amount due Vista Capital Investments, LLC is based on the consideration paid. The maturity date is two years from the effective date of each payment. On February 29, 2016 the Company received consideration of $75,000 for which an original issue discount of $7,500 was recorded. In addition, the Company recognized a discount of $5,625 on fees paid upon entering into this agreement and recognized accrued interest under the Vista Note totaling $16,500. There were no additional borrowings under the Vista Note during the nine months ended September 30, 2016. The Vista Note carries an interest rate of 6% which shall be applied on the issuance date to the original principal amount.

The Vista Note provides Vista Capital Investments, LLC the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 70% of the lowest trade price in the 25 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $72,775 was recorded. On September 1, 2016 Vista converted $9,951 of the Vista Convertible Note into a total of 790,000 shares of Common Stock at a fair value of $0.01260 per share. On September 28, 2016 Vista converted $10,200 of the Vista Convertible Note into a total of 2,000,000 shares of Common Stock at a fair value of $0.0051 per share. See Note 9.

Amortization of the debt discount totaled $102,400 for the nine months ended September 30, 2016. There was no remaining principal balance or accrued interest due under the Vista Note at September 30, 2016.

March 2016 Note

Effective March 2, 2016 the Company entered into a Convertible Promissory Note (“JMJ Note”) with JMJ Financial pursuant to which the Company issued JMJ Financial a convertible note in the amount of $500,000 with an original issue discount in the amount of $50,000. The principal amount due JMJ is based on the consideration paid. The maturity date is two years from the effective date of each payment. On March 2, 2016 the Company received consideration of $100,000 for which an original issue discount of $10,000 was recorded. In addition, the Company recognized a discount of $7,500 on fees paid upon entering into this agreement. There were no additional borrowings under the JMJ Note during the nine months ended September 30, 2016. If the Company doesn’t repay the JMJ Note on or before 90 days from the effective date the Company may not make further payments on this JMJ Note prior to the maturity date and a one-time interest charge of 12% will be applied to the principal amount. Since no payments were made on the note on or before 90 days from the effective date of the note, accrued interest due was recorded in the amount of $13,200 on June 1, 2016.

The JMJ Note provides JMJ Financial the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 25 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $92,500 was recorded. On September 12, 2016 JMJ converted $8,820 of the JMJ Convertible Note into a total of 700,000 shares of Common Stock at a fair value of $0.01260 per share. On September 21, 2016 JMJ converted $9,000 of the JMJ Convertible Note into a total of 750,000 shares of Common Stock at a fair value of $0.01200 per share. On September 28, 2016 JMJ converted $7,344 of the JMJ Convertible Note into a total of 1,200,000 shares of Common Stock at a fair value of $0.006120 per share. See Note 9.

Amortization of the debt discount totaled $34,462 for the nine months ended September 30, 2016. The principal balance due, net of the amortized discount under the JMJ Note was $9,298 at September 30, 2016.

April 2016 Note

Effective April 22, 2016 the Company entered into a Convertible Promissory Note (“Auctus Note”) with Auctus Fund, LLC pursuant to which the Company issued Auctus Fund, LLC a convertible note in the amount of $75,000. The maturity date is January 22, 2017. On April 22, 2016 the Company received consideration of $75,000. In addition, the Company recognized a discount of $6,750 on fees paid upon entering into this agreement. The Auctus Note carries an interest rate of 10% which shall be applied on the issuance date to the original principal amount. Interest paid under the Auctus Note totaled $5,625 at September 30, 2016.

F-9

The Auctus Note provides Auctus Fund, LLC the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 25 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $62,625 was recorded. Amortization of the debt discount totaled $43,909 for the nine months ended September 30, 2016. The principal balance due, net of the amortized discount under the Auctus Note was $43,909 at September 30, 2016.

May 2016 Note

Effective April 18, 2016 the Company entered into a Convertible Promissory Note (“Adar Note”) with Adar Bays, LLC pursuant to which the Company issued Adar Bays, LLC a convertible note in the amount of $52,500 with an original issue discount in the amount of $2,500. The maturity date is April 18, 2017. On May 12, 2016 the Company received consideration of $50,000 for which an original issue discount of $2,500 was recorded. In addition, the Company recognized a discount of $6,250 on fees paid upon entering into this agreement. The Adar Note carries an interest rate of 8% which shall be applied on the issuance date to the original principal amount. Accrued interest due under the Adar Note totaled $4,200 at September 30, 2016.

The Adar Note provides Adar Bays, LLC the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 20 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $39,550 was recorded. Amortization of the debt discount totaled $23,733 for the nine months ended September 30, 2016. The principal balance due, net of the amortized discount under the Adar Note was $23,733 at September 30, 2016.

NOTE 7 – CONVERTIBLE LOANS – RELATED PARTY

The Company issued a convertible promissory note to a related party in 2014 for $250,000 (see Note 12). The note is convertible into common stock of the Company at $0.50 per share. The intrinsic value of the beneficial conversion feature was determined to be $125,000 at the commitment date and the discount is being amortized over the one year life of the promissory note. As of September 30, 2016, $125,000 of the discount has been amortized as interest expense. Interest amortized for the nine months ended September 30, 2016 and 2015 was $0 and $61,986, respectively. The Company repaid $125,000 under this note during the twelve months ended December 31, 2015 and the outstanding balance was $125,000 as of September 30, 2016.

This conversion option was accounted for as a derivative liability during the nine months ended September 30, 2016 resulting in a reclassification of the fair value of the derivative liability of $6,175 from equity (see Note 8).

NOTE 8 – DERIVATIVE LIABILITY

During the nine months ended September 30, 2016, the Company identified conversion features embedded within its convertible debt. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Therefore, the fair value of the derivative instruments have been recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts will be accreted from the issuance date to the maturity date of the Notes. The change in the fair value of the derivative liabilities will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. The fair values of the embedded derivative liabilities were determined using the Black-Scholes valuation model on the issuance dates with the assumptions in the table below.

The change in fair value of the Company’s derivative liabilities for the nine months ended September 30, 2016 is as follows:

The loss on the change in fair value of derivative liabilities for the three months ending March 31, 2016 totaled $114,661 and the gain on the change in fair value of derivative liabilities for the three months ending September 30, 2016 totaled $534,230.

F-10

The fair value at the issuance and remeasurement dates for the convertible debt treated as derivative liabilities are based upon the following estimates and assumptions made by management for the nine months ended September 30, 2016:

NOTE 9 - SHAREHOLDERS’ EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.001.

As of September 30, 2016 and December 31, 2015, 91,816,100 and 86,126,100 shares of the Company’s common stock were issued and outstanding.

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. Since inception through September 30, 2016, $118,311 was expensed under this award and $0 remains to be expensed over the remaining service period. This nonemployee award is valued upon completion of services. This nonemployee signed an agreement effective July 22, 2016 between them and the Company acknowledging that the Company does not anticipate the need for any additional engineering contract services resulting in the return of non-vested options back to the Company. This resulted in a reduction to engineering research and development expense of $23,311 for the three months ended September 30, 2016.

In July 2016, the Company entered into an agreement for the issuance of 1,000,000 common shares for consulting services. The shares are to be transferred in four quarterly installments of two hundred fifty thousand shares on or before the fifth day of the following months: August 2016, October 2016, January 2017, and April 2017. On August 5, 2016, the Company issued 250,000 shares under this award. Since inception through September 30, 2016, $14,188 was expensed under this award and $4,312 remains to be expensed over the remaining service period. A total of ($25,217) expense, net of revaluation of prior period, was recorded for common stock issued for services for the nine months ended September 30, 2016.

On September 1, 2016 Vista converted $9,954 of the February 2016 Vista Convertible Note into a total of 790,000 shares of Common Stock at a fair value of $0.01260 per share. See Note 6.

On September 12, 2016 JMJ converted $8,820 of the March 2016 JMJ Convertible Note into a total of 700,000 shares of Common Stock at a fair value of $0.01260 per share. See Note 6.

On September 21, 2016 JMJ converted $9,000 of the March 2016 JMJ Convertible Note into a total of 750,000 shares of Common Stock at a fair value of $0.01200 per share. See Note 6.

On September 28, 2016 JMJ converted $7,344 of the March 2016JMJ Convertible Note into a total of 1,200,000 shares of Common Stock at a fair value of $0.006120 per share. See Note 6.

On September 28, 2016 Vista converted $10,200 of the February 2016 Vista Convertible Note into a total of 2,000,000 shares of Common Stock at a fair value of $0.0051 per share. See Note 6.

NOTE 10 - 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, $24,703 was expensed during the three months ended March 31, 2016, $18,741 was expensed during the three months ended June 30, 2016, and $10,958 was expensed during the three months ended September 30, 2016. Jeff Roach and Brian Nallin both voluntarily terminated employment with the Company on February 12, 2016 resulting in Jeff returning non-vested options back to the Company. This resulted in a reversal of prior period share based compensation and option expense of $26,745 during the nine months ended September 30, 2016. As of September 30, 2016, $63,707 remains to be expensed over the remaining vesting period.

F-11

As of September 30, 2016, there were 1,700,000 options outstanding of which 1,250,000 were exercisable. The range of exercise prices and remaining weighted average life of the options outstanding at September 30, 2016 were $0.20 to $0.25 and 2.06 years, respectively. The aggregate intrinsic value of the outstanding options at September 30, 2016 was $0.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

The Company entered into a lease agreement for office and research facilities in Louisiana. One lease is for $10,200 per year for 24 months beginning May 1, 2014. Beginning in May of 2016 this lease became month to month and is $850 per month. The second lease is $2,600 per month for 24 months beginning on November 1, 2014.

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.

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.

On September 15, 2016, the Company entered into a Cooperative Endeavor and Joint Marketing Agreement with T&L Consolidated, LLC whereby T&L Consolidated, LLC was engaged to locate and identify interested parties to the Company and assist with brokering the sale of the timer and Daylight Pump division to such third parties. Upon a sale of Daylight Pumps to a customer identified by T&L, the parties agree to the following distribution of the sales proceeds. The first $650,000 shall be paid to the Galenfeha, thereafter the next $650,000 shall be paid to T&L, and anything in excess of $1,300,000 shall be split equally between the Company and T&L.

Galenfeha entered into an Independent Sales Contract with Electromax Power Solutions, LLC (EPS) with an initial two year term beginning October 2016 and ending October 2018. This contract shall automatically renew on the two year anniversary for an additional one year term. EPS shall facilitate sales of Galenfeha products, affiliated products, and equipment to customers. Galenfeha shall pay EPS 20% of all new initial and sustained revenue derived by EPS’s efforts, involvement, sales, and any other activities brought forth by EPS to Galenfeha. Net sales revenue shall be measured as the product sales price less cost of goods sold according to generally accepted accounting principles.

NOTE 12 – 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 September 30, 2016, 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).

On May 12, 2016, the Company entered into a Promissory Note Agreement with Diane Moore, a related party, in the amount of $100,000. The note bears an interest rate of 5% per annum until the balance is paid in full. Repayment of the loan is due on or before December 31, 2016. As of September 30, 2016, the principal and interest due on the note is $101,846 (the accrued interest of $1,846 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 and MarionAv, LLC for the nine months ending September 30, 2016 totaled $6,600 and $5,050, respectively. As of September 30, 2016, the Company had outstanding accounts payable balances to Falcon Resources, LLC totaling $0 and MarionAv, LLC totaling $0.

F-12

Galenfeha sells a portion of its finished goods to Fleaux Services, LLC, a company owned by Board Member, Trey Moore. During the three and nine months ended September 30, 2016, sales to the related company totaled $28,553 and $64,936, respectively. As of September 30, 2016, the Company had outstanding receivables from the related party company of $20,121. As of September 30, 2016, the Company had an outstanding accounts payable balance to Fleaux Services, LLC totaling $37. During the nine months ended September 30, 2016, the Company paid Fleaux Services, LLC $17,033 for inventory and shop supply purchases.

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 nine months ended September 30, 2016 purchases from the related company totaled $960. As of September 30, 2016, the Company had zero outstanding payables to River Cities Machine, LLC.

Galenfeha agreed to pay Lucien Marioneaux, Jr., former President & CEO, an auto allowance of $1,500 per month. For the nine months ending September 30, 2016, the Company paid a total of $13,500 to Mr. Marioneaux.

NOTE 13 – UNCERTAIN TAX POSITIONS

The Company received a letter on May 17, 2016 from the Caddo-Shreveport Sales and Use Tax Commission informing them of a parish sales and use tax audit scheduled to begin on June 28, 2016. The audit period covered is January 1, 2013 through May 31, 2016. The audit is currently under way and no judgments or assessments have been issued. Management is of the opinion that this audit will not result in any material change in the Company’s financial results.

NOTE 14 – SUBSEQUENT EVENTS

On October 5, 2016 JMJ converted $7,800 of the March 2016 JMJ Convertible Note into a total of 1,300,000 shares of Common Stock at a fair value of $0.006000 per share.

On October 18, 2016 JMJ converted $9,000 of the March 2016 JMJ Convertible Note into a total of 1,500,000 shares of Common Stock at a fair value of $0.006000 per share.

On October 26, 2016, the Company extended an offer to Mr. James Ketner for the position of interim Chairman of the Board, and Interim CEO. Mr. Ketner accepted this offer on October 27, 2016 and his position became effective immediately. Mr. Marioneaux will step down as the Company’s President and CEO effective immediately. The new Board of Directors and executive officer structure is as follows:

James Ketner – Interim Chairman/Interim CEO
LaNell Armour – Director/Secretary/Treasurer
Trey Moore – Director
Lucien Marioneaux, Jr. – Director

As of October 31, 2016, the Auctus Note issued on April 22, 2016 had been paid in full and extinguished. There is no common stock remaining to be converted.

As of November 2, 2016, the Adar Note issued on April 18, 2016 had been paid in full and extinguished. No common stock was converted under this note, and there is no common stock remaining to be converted.

As of November 4, 2016, the JMJ Note issued on March 2, 2016 had been paid in full and extinguished. The cash payoff amount was $90,000 and JMJ is to be issued 1,800,000 shares as requested and held in reserve on October 25, 2016. There is no common stock remaining to be converted.

On November 4, 2016, Mr. James Ketner, Galenfeha’s Interim Chairman and CEO made a cash contribution to the company in the amount of $100,000 in exchange for a note that has a fixed repayment of $110,000. The note bears no interests, and can be repaid by the Company when funds become available. The note can be renegotiated between Galenfeha and Mr. Ketner if both parties agree to the terms.

As of November 4, 2016, the Company had terminated and extinguished all of the convertible notes the Company entered into during the first and second quarters of 2016.

F-13

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our Form 10-K filed with the Securities and Exchange Commission on March 30, 2016. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.

Background Overview
Galenfeha incorporated in the State of Nevada on March 14, 2013, as a for-profit company with a fiscal year end of December 31. Our executive office is located at 420 Throckmorton Street, Suite 200, Ft. Worth Texas 76102, and the Company’s manufacturing facility is located at 9204 Linwood Avenue, Suite 104, Shreveport, LA. 71106. Our Telephone numbers are Toll free 1-800-280-2404, International 1-817-945-6448, and our facsimile number is 817-887-1455. Our email address is info@galenfeha.com and our website address is www.galenfeha.com.

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.

3

Liquidity

Assets

At September 30, 2016, we had total assets of $1,693,538, of which $313,817 was in cash.

Results of Operations for the Three Months ending September 30, 2016

Revenues

Revenues for the three months ended September 30, 2016 and 2015 were $322,009, and $275,518, respectively. Of the $322,009; $292,649 were to third parties and $29,360 were to related parties. Of the $275,518; $249,681 were to third parties and $25,838 were to related parties. The increase is from the Company reaching out and servicing other industries like the military instead of completely reliance on the oil and gas industry for batter and pump sales. Additionally the Company is now much less reliant on sales from related parties as these sales only represent around 10% of the total revenue figures.

Cost of Revenues

Cost of Revenues for the three months ended September 30, 2016 and 2015 were $243,493 and $216,141, respectively. Costs were cost of materials and manufacturing supplies with the increase due to increase of sales compared with the prior period. Gross profit percentages were very similar to the prior period presented.

Operating Expense

Total operating expenses for the three months ended September 30, 2016 and 2015 were $228,689 and $784,141, respectively. Expenses decreased as the Company has decreased its managerial/higher wage workforce and lowered overhead costs because of the downturn in the oil and gas industry. Furthermore the Company issued stock options and awards for consulting services and legal services rendered during the three months ending September 30, 2015. The accounting treatment of these stock awards and options increased expenses by $428,522 in the three months ending September 30, 2015.

Net Operating Profit (Loss) and Net Profit (Loss)

Net operating profit (loss) for the three months ended September 30, 2016 and 2015 was ($150,173) and ($724,763) respectively. The Company realized a lower net loss because of reduced payroll costs and corresponding share based compensation relating to employee stock options, reduced option expense for initial research and development engineering services, reduced expenses due to shares subscribed for legal services rendered and lower advertising costs.

Net profit (loss) for the three months ended September 30, 2016 and 2015 was $248,382 and ($759,126) respectively. The Company realized a net profit compared to the prior period because of fair market value adjustments on the payoff of certain derivative contracts associated with procuring additional financing.

Results of Operations for the Nine Months ending September 30, 2016

Revenues

Revenues for the nine months ended September 30, 2016 and 2015 were $729,804, and $835,005, respectively. Of the $729,804; $664,060 were to third parties and $65,744 were to related parties. Of the $835,005; $279,258 were to third parties and $555,747 were to related parties. The decrease is in revenue from the Company loosing distribution contracts with oil and gas supply companies due to lack of demand in the oil and gas industry. However, the Company is reaching out and servicing other industries like the military instead of completely reliance on the oil and gas industry for batter and pump sales. Sales from third parties increased significantly compared to the prior year because of less dependence on related parties of the Company.

4

Cost of Revenues

Cost of Revenues for the nine months ended September 30, 2016 and 2015 were $535,657 and $521,737, respectively. Costs were cost of materials and manufacturing supplies with the increase due to sales returns to oil & gas supply companies and better control of inventory counts compared to the prior period.

Operating Expense

Total operating expenses for the nine months ended September 30, 2016 and 2015 were $632,171 and $1,351,920, respectively. Expenses decreased as the Company has decreased its managerial/higher wage workforce and lowered overhead costs because of the downturn in the oil and gas industry. Furthermore the Company issued stock options and awards for consulting services and legal services rendered during the nine months ending September 30, 2015. The accounting treatment of these stock awards and options increased expenses by $523,522 in the nine months ending September 30, 2015.

Net Operating Profit (Loss) and Net Profit (Loss)

Net operating profit (loss) for the nine months ended September 30, 2016 and 2015 was ($438,024) and ($1,038,652) respectively. The Company realized a lower net loss because of reduced payroll costs and corresponding share based compensation relating to employee stock options, reduced option expense for initial research and development engineering services, reduced expenses due to shares subscribed for legal services rendered and lower advertising costs.

Net profit (loss) for the nine months ended September 30, 2016 and 2015 was ($752,987) and ($1,146,999) respectively. The Company realized a lower net loss because of lower operating costs compared to the prior period.

Equity Distribution

Since our incorporation, we have raised capital through private sales of our common equity. As of September 30, 2016, we have issued 91,816,100 shares of our common stock to various shareholders.

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 is material to investors.

Item 3. Quantitative & Qualitative Disclosures about Market Risks

Not applicable.

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

As of the end of period covered by this report, the Company carried out an evaluation, with the participation of the Company's Chief Executive Officer and Principal Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were not effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

(b) Changes in internal controls over financial reporting.

No changes were made to the Company's internal controls in the quarterly period covered by this report that have materially affected, or are reasonably likely materially to affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None

5

Item 1A. Risk Factors

A description of the risks associated with our business, financial condition and results of operations is set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 30, 2016. These factors continue to be meaningful for your evaluation of the Company and we urge you to review and consider the risk factors presented in the Annual Report on Form 10-K. We believe there have been no changes that constitute material changes from these risk factors.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3. DEFAULTS UPON SENIOR SECURITEIES

None

Item 4. MINE SAFETY DISCLOSURES

Not applicable

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS

(a) Exhibits:

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

6