NGHI 10-Q Quarter ended June 30, 2015

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 June 30, 2015

or

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

For the transition period from ____________ to ____________

Commission File 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 July 29, 2015, there were 85,366,100 shares of the registrant’s common stock outstanding, each with a par value of $0.001.

TABLE OF CONTENTS
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

2

Galenfeha, Inc.
INDEX TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

F-1

Galenfeha, Inc.
CONSOLIDATED

The accompanying notes are an integral part of the consolidated condensed financial statements.

F-2

Galenfeha, Inc.
CONSOLIDATED

The accompanying notes are an integral part of the consolidated condensed financial statements.

F-3

Galenfeha, Inc.
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

The accompanying notes are an integral part of the consolidated condensed financial statements.

F-4

Galenfeha, Inc.
CONSOLIDATED

The accompanying notes are an integral part of the consolidated condensed financial statements.

F-5

Galenfeha, Inc.
Notes to Unaudited Consolidated Condensed Financial Statements
June 30, 2015

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements included in its Form 10-K filed with the Securities and Exchange Commission. The results of operations for the period ended June 30, 2015 and the same period last year are not necessarily indicative of the operating results for the full years.

Galenfeha incorporated in the State of Nevada on March 14, 2013, as a for-profit company with a fiscal year end of December 31. Our business office is located at 420 Throckmorton Street, Suite 200, Ft. Worth, Texas 76102. We are an engineering company who provides engineering services and alternative power products. Since our inception, we have been providing contractual engineering services, implementing our new products and proprietary technology across multiple disciplines.

On March 21, 2015 the Company completed its acquisition of Daylight Pumps, LLC (“Daylight”) for stock and cash. Daylight will continue to operate under its current name. Daylight produces injections pumps to the oil and gas industry.

Our revenue stream comes from our contractual engineering services and products we develop and manufacture for natural gas producers, and various industries primarily in the states of Texas and Louisiana. Our engineering services and products reduce our customer’s cost associated with current energy production, including carbon footprint, hazardous waste, and other non-sustainable aspects of producing energy with current technologies.

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

BASIS OF PRESENTATION

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 2 regarding the assumption that the Company is a “going concern”).

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

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.

F-6

For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. In addition, judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized until we have determined that collectability is reasonably assured. The Company estimates customer product returns based on historical return patterns and reduces sales and cost of sales accordingly. As of June 30, 2015, 95% of sales were to a single customer.

CASH

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 June 30, 2015 and December 31, 2014 was $353,910 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 June 30, 2015 and December 31, 2014, the balance of the allowance for doubtful accounts was $0 and $0, respectively.

As of June 30, 2015, accounts receivable from one customer comprised 93% of total accounts receivable for a sales made in the quarter ended June 30, 2015.

INVENTORIES

Inventories are stated at the lower of cost, determined on a first-in, first-out basis (“FIFO”), or market, including direct material costs and direct and indirect manufacturing costs. As of June 30, 2015, all work in process inventory assembled had been sold and only cost of materials and freight-in are included in raw material inventory.

PROPERTY

Property, plant and equipment is recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixtures, and equipment and forty years for improvements. Expenditures for repairs and maintenance are charged to expense as incurred.

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 $36,476 and $0 for the six month periods ended June 30, 2015 and 2014, respectively. The Company expensed advertising costs of $30,170 and $0 for the three month periods ended June 30, 2015 and 2014, respectively.

SHIPPING AND HANDLING CHARGES

The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with FASB ASC topic, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at June 30, 2015. As of June 30, 2015, the Company had no dilutive potential common shares.

F-7

FAIR VALUE ACCOUNTING

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

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

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

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

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In 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 unaudited 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 unaudited 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.

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:

F-8

Depreciation expense related to property and equipment was $9,804 and $1,940 for the six months ended June 30, 2015 and 2014, respectively. Depreciation expense related to property and equipment was $4,957 and $1,668 for the three months ended June 30, 2015 and 2014, respectively.

The Company issued a convertible promissory note to a related party. The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20,Debt with Conversion and Other Options, Emerging Issues Task Force ("EITF") 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved.

The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a discount on the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants and the debt on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.

The beneficial conversion discount is being amortized over the one year life of the promissory note. As of June 30, 2015, $80,479 of the discount has been amortized as interest. Interest amortized for the six months ended June 30, 2015 and 2014 was $61,986 and $0, respectively.

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

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. These shares were issued on May 1, 2015.

On May 1, 2015, the Company issued 250,000 shares of common stock in exchange for CAD/CAM Engineering Design Services for GLFH1200 series battery development

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

F-9

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. The second 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 and is currently month to month.

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 March 21, 2015, the Company completed its acquisition of Daylight Pumps, LLC, a corporation organized under the laws of Arkansas. The acquisition was for the business process and $10,000 inventory assets. Consideration was $5,300 in cash, a note payable of $53,000 and 76,700 common shares of stock. The Company also gave Daylight Pumps $221,000 for inventory. Upon evaluation of the inventory, it was determined fair market value was $58,413, with the balance considered additional goodwill in the transaction. The former owners will continue to operate the Company under the Daylight Pumps name. The stock consideration was determined at the price of $0.25 as traded on March 21, 2015.

Pursuant FASB ASC 805-10-25, the Company remains in the measurement period for one year subsequent to the closing date. Finalization of the acquisition accounting, including the finalization of the goodwill and separately identifiable intangible analysis will be completed prior to March 21, 2016.

The acquisition was reported as follows:

Also on July 1, 2015, the Company issued 400,000 shares of common stock to Jackson L. Morris, per a subscription agreement for legal services rendered.

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

In accordance to the Agreement and Plan of Acquisition of Daylight Pumps LLC, 180,000 shares of subscribed stock was issued on July 1, 2015 to the sellers of Daylight Pumps LLC.

On June 5, 2015 James Ketner, 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.

F-10

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our Form 10-K filed with the Securities and Exchange Commission on April 15, 2015. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.

Background Overview

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

In the first quarter of 2014, we began development of a new battery technology primarily designed to operate automation and measurement computers in remote oil field locations. This battery system technology provides an environmentally friendly, inherently safe, internally temperature regulated, uninterruptible power supply for oil and gas well location automation and measurement equipment. By the end of first quarter 2014, the battery system had proven effective in rigorous field-testing, and by April 2014, we formulated a production matrix to begin the build-out of marketable product. At the beginning of May 2014, we ordered the components necessary to construct an initial production run of 700 units for a July 2014 production window. At the beginning of third quarter 2014, we began shipping our patent pending battery systems to a multi-state distributer in Shreveport, Louisiana. This battery system is enjoying rapid acceptance within the industry, and we have seen increased demand since commercialization in fourth quarter 2014.

During Second and Third Quarter 2014, the Company developed a private label, unique, user interface driven, real-time battery state of charge and asset tracking system that is internally integrated within the Company’s line of LiFePO4 battery systems. The system communicates the current battery performance, and operates as a Cloud driven database to collect and collate individual client information and uses unique ESN numeric identifiers to reference each client’s specific asset performance and inventory. The system then utilizes a combination of CDMA technologies coupled with satellite geo-location referencing to accurately monitor and track the battery system in the event of theft. This feature functioning as an integrated component within the battery product was a specific engineering request from several of the Company’s oil and gas clients.

On November 10, 2014, the system was successfully field tested when a battery with the asset tracking system was stolen from a natural gas location in East Texas. This event allowed for the immediate alert of local authorities and provided detailed directions to the perpetrator’s home where he was arrested without incident and the asset was recovered. The Company is investigating providing this technology to U.S. Military applications.

At the end of fourth quarter 2014, we began researching the use of this battery technology outside of the oil and gas industry. In conjunction with these alternative markets, we tested a proof-of-concept model for use in zero emission recreational vehicles such as golf carts and an off-road UTV gas/electric hybrid platform. We finalized the acquisition of a chemical injection pump manufacturing company in first quarter of 2015. An initial production run of 200 chemical injection stations that incorporates our battery product was produced and delivered near the end of second quarter 2015.

In second quarter 2015, the company began selling battery products to the U.S. Military. This client placed a second order and the company delivered this order. These batteries are being used and tested in by the U.S. Military, and the company is anticipating a firm order in the near future from this client.

We anticipate growth in overall product sales in 2015 for reasons threefold: 1.) Increased market acceptance of our products, 2.) Embedding the battery technology within our chemical injection pump systems will not only serve to further validate product viability but will assist in expanding beyond automation and measurement to the production sector of the petroleum industry, 3.) Introduction of our technology outside the petroleum industry will introduce us to additional markets.

A condensed version of our 2015 statement of work is as follows:

• Finalize testing of battery technology in zero-emission recreational vehicles (completed)
• Finalize acquisition of DayLight Pump, LLC and begin distribution (completed)
• Begin production of second generation battery design in the United States (completed)
• Offer MIL-SPEC certified battery system technology (completed )
• Begin production of military vehicle and troop applications (9/15)
• Move all capable production to the United States (9/15)
• Search for mergers/acquisitions of complimenting companies (ongoing)
• Continue developing new technology (ongoing)

3

Since the Company’s inception, the Company has accomplished key milestones outlined in our 2014-2015 statement of work. A majority of the monies spent to date have been for developing new products, R&D cost, and the cost associated with purchasing raw material for production. We anticipate that in 2015, the Company will become profitable, and that these initial cost will be greatly reduced, and the majority use of capital will be in purchasing inventory for production, and the research and development of new products.

Liquidity

Assets

At June 30, 2015, we had total assets of $1,746,054, of which $353,910 was in cash.

Results of Operations for the Three Months ending June 30, 2015

Revenues

Revenues for the three months ended June 30, 2015 and 2014 were $242,784 and $8,000, respectively. The increase is from the Company implementing operations for the entire period.

Cost of Revenues

Cost of Revenues for the three months ended June 30, 2015 and 2014 were $110,770 and $10,041, respectively. Costs were cost of materials and manufacturing supplies with the increase due to implementation of operations.

Operating Expense

Total operating expenses for the three months ended June 30, 2015 and 2014 were $407,958 and $108,734, 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 three months ended June 30, 2015 and 2014 was $275,944 and $110,775 respectively. The Company realized a lower net loss because of new revenue generation.

Net loss for the three months ended June 30, 2015 and 2014 was $314,819 and $110,745 respectively. The Company realized a higher net loss because of increased interest expense.

Results of Operations for the Six Months ending June 30, 2015

Revenues

Revenues for the six months ended June 30, 2015 and 2014 were $559,486 and $8,000, respectively. . The increase is from the Company implementing operations for the entire period.

Cost of Revenues

Cost of Revenues for the six months ended June 30, 2015 and 2014 were $305,596 and $10,041, respectively. Costs were cost of materials and manufacturing supplies with the increase due to implementation of operations.

Operating Expense

Total operating expenses for the six months ended June 30, 2015 and 2014 were $567,779 and $162,363, 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 six months ended June 30, 2015 and 2014 was $313,889 and $164,404 respectively. The Company realized a lower net loss because of new revenue generation.

Net loss for the six months ended June 30, 2015 and 2014 was $387,573 and $164,369 respectively. The Company realized a higher net loss because of increased interest expense.

4

Equity Distribution

Since our incorporation, we have raised capital through private sales of our common equity. As of June 30, 2015, we have issued 89,911,000 shares of our common stock to various shareholders, in exchange for cash.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Not applicable.

(a) Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our Chief Executive Officer has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer believes that:

The Company’s Chief Executive Officer has evaluated our disclosure controls and procedures and concluded that these controls and procedures were not effective as of August 15, 2015.

Unremediated Material Weakness

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, which result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

We converted from an outside contractor to in-house for the preparation of the financial statements for our Independent Registered Public Accounting Firm. The internal statements had not been on a basis not in accordance with GAAP as of June 30, 2015 without the proper recording of accruals, inventory and stock sales.

To initially address this material weakness, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weakness

To remediate the material weakness in our disclosure controls and procedures identified above, we have engaged the services of an outside accountant to prepare our financial statements. The accruals, inventory and other accounting items are being corrected with the implementation of the new accounting processes. With the transition from in-house accounting preparation to our outside accountant, proper accrual accounting is expected to be complete before the end of the third quarter of 2015.

None

A description of the risks associated with our business, financial condition and results of operations is set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on April 15, 2015. These factors continue to be meaningful for your evaluation of the Company and we urge you to review and consider the risk factors presented in the Annual Report on Form 10-K. We believe there have been no changes that constitute material changes from these risk factors.

5

On February 17, 2015, the Company sold 1,350,000 shares of its common stock to one private investor at a price of $0.10 per share, for a total of $135,000. Between February 2 and April 27, 2015, the Company sold 10,272,000 shares of common stock to 117 private investors at a fixed price of $0.10 per share, or an aggregate sale price of $1,027,200. These shares were issued on May 1, 2015. On May 1, 2015, the Company issued 250,000 shares of common stock to Pietro Pagliaruli for CAD/CAM Engineering Design Services for GLFH1200 series battery development. On May 1, 2015, the Company issued 33,125 shares of common stock to Warren T. Robertson as a quarterly percentage valuation, part of the acquisition terms of Daylight Pumps, LLC. Also on May 1, 2015, 47, 000 shares of common stock for percentage balance of inventory, and 146,875 shares of common stock as a quarterly percentage valuation, were issued to Wayne Hightower, as part of the acquisition terms of Daylight Pumps, LLC.

None

Not applicable

None

(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.

6

SIGNATURES

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

Galenfeha, Inc.

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