Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
GALENFEHA, INC.
(Exact name of Company as specified in its charter)
(As Amended)
1421 Oglethorpe Rd.
West Palm Beach, Florida 33405
561-440-5660
SIC Code 6719
Quarterly Report for Period Ended March 31,
2022 and Year Ended December 31, 2021
(as Amended June 10, 2022)
As of March 31, 2022, the number of shares outstanding of our Common Stock was: 83,825,679
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 83,825,679
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 90,325,679
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: No: X
Indicate by check mark whether the company's shell status has changed since the previous reporting period: Yes: No: X
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period: Yes: X No:
1 "Change in Control" shall mean any events resulting in: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Issuer.
-
Name and address(es) of the issuer and its predecessors (if any) In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Current name: Galenfeha, Inc. - Inception March 14, 2013 to Present
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
State: Nevada Status: Active
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
NONE
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On November 20, 2021 the then Chairman and Chief Executive Officer, Ryan Tyszkow purchased 100% of the outstanding stock of our subsidiaries Nexgen Environmental Services, Inc. and Eminent Auto Group, Inc. Concurrent with the purchase Mr. Tyszkow resigned from the Board of Directors and as Chief Executive Officer of the Company. The board appointed Darrell L. Peterson as Chief Executive Officer in addition to his current duties as Chief Financial Officer.
Mr. Tyszkow purchased the companies for $350,000 and the assumption of all debts of the operating entities. The purchase price consisted of the return of shares previously issued and held by the original owners of the acquired companies. The returned shares totaled 6,500,000.
The board of directors determined that further borrowing of funds from the then Chief Executive Officer, would lead to a significant dilution of the shareholders as funding commitments and personal guarantees necessary to fund the companies sold far exceeded the original commitment of the former Chief Executive Officer and could not be obtained by the Company in a timely manner without significant cost to obtain that capital.
The Company retains its' position in our flagship project, EZ Shop Quotes.
The address(es) of the issuer's principal executive office:
1421 Oglethorpe Road
West Palm Beach, Florida 33405
The address(es) of the issuer's principal place of business: Check box if principal executive office
and principal place of business are the same address: x
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ☐ No: ☒
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
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2) Security Information Trading symbol: GLFH
Exact title and class of securities outstanding: Common Stock
CUSIP: 363377102
Par or stated value: No Par Value
Total shares authorized: | 150,000,000 as of date: March 31, 2022 |
Total shares outstanding: | 83,825,679 as of date: March 31, 2022 |
Number of shares in the Public Float: 61,859,482 as of date: March 31, 2022
Total number of shareholders of record: 152 as of date: March 31, 2022
All additional class(es) of publicly traded securities (if any): NONE
Trading symbol: n/a
Exact title and class of securities outstanding: n/a
CUSIP: n/a
Par or stated value: n/a
Total shares authorized: as of date: n/a
Total shares outstanding: as of date: n/a
Transfer Agent Name:
Transfer Online, Inc.
Phone: 503-227-2950
Email: info@transferonline.com
Address: 512 SE Salmon Street
Portland, OR 97214
Website: www.transferonline.com
Is the Transfer Agent registered under the Exchange Act? Yes: ☒ No: ☐
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
- Changes to the Number of Outstanding Shares Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: : ☐
Shares Outstanding as of Second Most | |||||||||||
Recent Fiscal | |||||||||||
Year End: | |||||||||||
Date 12/31/2019 | Opening Balance | ||||||||||
Common: | |||||||||||
72,300,000 | |||||||||||
Preferred A: | |||||||||||
7,300,000 | |||||||||||
Preferred B: | |||||||||||
27,347,563 | |||||||||||
Individual/ | Reason for | ||||||||||
Entity Shares | |||||||||||
share | |||||||||||
were issued to | |||||||||||
Transaction | Value of | issuance (e.g. | |||||||||
(entities must | |||||||||||
type (e.g. new | Number of | shares | for cash or | Restricted or | Exemption or | ||||||
have individual | |||||||||||
Date of | issuance, | Shares | Class of | issued ($/per | Were the | debt | Unrestricted | Registration | |||
Transaction | cancellation, | Issued (or | Securities | share) at | shares | with voting / | conversion) | as of this | Type. | ||
investment | |||||||||||
shares | cancelled) | issuance | issued at a | -OR- | filing. | ||||||
control | |||||||||||
discount to | Nature of | ||||||||||
disclosed). | |||||||||||
market price | Services | ||||||||||
at the time of | provided | ||||||||||
issuance? | |||||||||||
3/11/2020 | Cancellation | (800,000) | Common | $ | 0.0100 | No | Trey Moore | Pvt. Trans | Restricted | 4(a)2Exemption | |
3/11/2020 | Issuance | 700,000 | Common | $ | 0.0100 | No | KTNR, Inc. (1) | Pvt Trans | Restricted | 4(a)2Exemption | |
3/11/2020 | Issuance | 100,000 | Common | $ | 0.0100 | No | Trey Moore | Pvt Trans | Restricted | 4(a)2Exemption | |
3/11/2020 | Cancellation | (700,000) | Common | $ | 0.0100 | No | KTNR, Inc. (1) | Pvt Trans | Restricted | 4(a)2Exemption | |
3/11/2020 | Issuance | 700,000 | Preferred B | $ | 0.0100 | No | KTNR, Inc. (1) | Pvt Trans | Restricted | 4(a)2Exemption | |
12/30/2020 | Cancellation | (18,750,000) | Preferred A | $ | 0.0100 | No | KTNR, Inc. (1) | Pvt Trans | Restricted | 4(a)2Exemption | |
Issuance | Preferred A | No | Ryan Tisko | Pvt Trans | Restricted | 4(a)2Exemption | |||||
12/30/2020 | 17,300,000 | $ | 0.0100 | LLC (2) | |||||||
12/30/2020 | Issuance | 1,450,000 | Preferred A | $ | 0.0100 | No | KTNR, Inc. (1) | Pvt Trans | Restricted | 4(a)2Exemption | |
12/30/2020 | Cancellation | (12,700,000) | Preferred B | $ | 0.0100 | No | KTNR, Inc. (1) | Pvt Trans | Restricted | 4(a)2Exemption | |
Issuance | Preferred B | No | Ryan Tisko | Pvt Trans | Restricted | 4(a)2Exemption | |||||
12/30/2020 | 12,700,000 | $ | 0.0100 | LLC (2) | |||||||
Issuance | Common | No | Ryan Tisko | Emp | Restricted | 4(a)2Exemption | |||||
1/29/2021 | 1,500,000 | $ | 0.0100 | LLC (2) | |||||||
Agreement | |||||||||||
Issuance | Common | No | Darrell | Emp | Restricted | 4(a)2Exemption | |||||
1/29/2021 | 1,500,000 | $ | 0.0100 | L.Peterson | |||||||
Agreement | |||||||||||
2/9/2021 | Issuance | 1,250,000 | Common | $ | 0.0100 | No | Ryan Daniello | Acquisition | Restricted | 4(a)2Exemption | |
Issuance | Common | No | Ryan Tisko | Acquisition | Restricted | 4(a)2Exemption | |||||
2/9/2021 | 1,250,000 | $ | 0.0100 | LLC (2) | |||||||
6/15/2021 | Issuance | 1,000,000 | Common | $ | 0.0100 | No | Wyatt Poff | Acquisition | Restricted | 4(a)2Exemption | |
6/15/2021 | Issuance | 1,000,000 | Common | $ | 0.0100 | No | Robert Poff | Acquisition | Restricted | 4(a)2Exemption | |
Issuance | Common | No | Ryan Tisko | Acquisition | Restricted | 4(a)2Exemption | |||||
6/15/2021 | 500,000 | $ | 0.0100 | LLC (2) | |||||||
Issuance | Preferred C | No | Ryan Tisko | Agreement | Restricted | 4(a)2Exemption | |||||
8/12/2021 | 1 | $ | 0.0100 | LLC (2) | |||||||
Cancellation | Common | No | Ryan Tisko | Acquisition | Restricted | 4(a)2Exemption | |||||
11/25/2021 | (500,000) | $ | 0.0500 | LLC (2) | |||||||
11/25/2021 | Cancellation | (1,250,000) | Common | $ | 0.0500 | No | Ryan Daniello | Acquisition | Restricted | 4(a)2Exemption | |
Cancellation | Common | No | Ryan Tisko | Acquisition | Restricted | 4(a)2Exemption | |||||
11/25/2021 | (1,250,000) | $ | 0.0500 | LLC (2) | |||||||
11/25/2021 | Cancellation | (1,000,000) | Common | $ | 0.0500 | No | Wyatt Poff | Acquisition | Restricted | 4(a)2Exemption | |
11/25/2021 | Cancellation | (1,000,000) | Common | $ | 0.0500 | No | Robert Poff | Acquisition | Restricted | 4(a)2Exemption | |
Cancellation | Common | No | Ryan Tisko | Acquisition | Restricted | 4(a)2Exemption | |||||
11/25/2021 | (1,500,000) | $ | 0.0500 | LLC (2) | |||||||
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Galenfeha Inc. published this content on 10 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2022 14:52:06 UTC.