Current Report Filing (8-k)
December 21 2016 - 8:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December
21, 2016
GALENFEHA, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-188800
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46-2283393
|
(State or Other Jurisdiction of
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
Incorporation)
|
|
|
|
420 Throckmorton Street, Suite 200
|
76102
|
|
Ft. Worth, Texas 76102
|
(Zip Code)
|
|
(Address of principal executive
offices)
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(800) 280-2404
(Registrants telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e-4(c))
Narrative: On December 1, 2016, the Company filed with the
commission on Form DEF 14A, Notice of Election of the Board of Directors, and
proposal for two (2) amendments to the Companys Bylaws. The affiliates were not
allowed to participate by voting their shares in this election for the Board of
Directors or amending the Companys Bylaws in order to reach a majority. On
December 20, 2016, a majority had been recorded by non-affiliates for the
approval for the election of the Board of Directors and for the approval for the
two (2) amendments to the Companys Bylaws.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On December 20, 2016, a majority had been recorded for the
approval for the election of the Board of Directors as Follows:
James Ketner Chairman Effective January 1, 2017
LaNell
Armour Director Effective January 1, 2017
Trey Moore Director
Effective January 1, 2017
Lucien Marioneaux Jr. Director Effective
January 1, 2017
Mr. James Ketner has served as Chief Executive Officer on an
interim basis since October 27, 2016. He will assume the role of Chief Executive
Officer beginning January 1, 2017. Ms. LaNell Armour will continue her role of
Secretary/Treasurer beginning January 1, 2017.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On December 1, 2016 the Company put forth to a vote to
shareholders, two (2) items for amendment to the Companys Bylaws. The
amendments were approved by a majority on December 20, 016. These two
amendments, specifically Article III - Section 11, and Article VI - Section 1
(shown below), (i) grants the Board Chairman two votes in cases of a tie, and
(ii) outlines the creation of a preferred class of stock. On December 20, 2016,
the Company also amended and reduced the authorized capital structure of all
classes of stock to be issued, from 500,000,000 to 200,000,000 total shares.
This amendment was not put forth for a vote to the shareholders.
ARTICLE III - BOARD OF DIRECTORS
SECTION 11.
Board of Directors Voting.
On matters put
forth for a vote by the Board of Directors, each director will be allowed one
vote. In the event of a tie, the Chairman of the Board will be allowed two (2)
votes in order to break the tie.
ARTICLE VI CAPITAL STOCK
SECTION 1.
Authorized Shares.
The total number of shares
of all classes of stock which the Corporation shall have authority to issue is
200,000,000 shares, consisting of 150,000,000 shares of Common Stock, par value
$0.001 per share, and 50,000,000 shares of one or more series of Preferred
Stock, par value $0.001 per share. Each share represents a percentage ownership
of the company, and details of each class of stock will be made public at the
time of issuance.
Item 7.01 Regulation FD Disclosure
On December 20, 2016, shareholders of the company approved an
amendment to the Bylaws for the creation of preferred stock. The preferred class
of stock will consist of two (2) series, Series A, and Series B. All affiliates
of the company who purchased stock during the formation of the company and who
purchased stock for financing activities at prices below market will move their
common shares into the Series B preferred stock, effective immediately. The
Series B votes 1:1; is subject to all splits the same as common; converts back
to common 1:1; and cannot be converted back to common for resale in the open
market until a 30 day VWAP (volume weighted average price) of $.45 cents has
been met in Galenfehas public trading market. All future sales of company
securities by affiliates will adhere to rules and regulations of the
Commission.
Affiliates who purchased stock at offering prices that were
current at the time of purchase, and affiliates who make open market purchases
and are directly responsible for a merger/acquisition that brings retained
earnings to the company, can convert these common shares 1:1 into Series A
preferred stock. Series A votes 1:1; converts back to common 1:1; is not subject
to splits in order to facilitate mergers, acquisitions, or meeting the requirements
of a listed exchange; and cannot be converted back to common for resale in the
open market until a 30 day VWAP of $3.50 per share has been met in Galenfehas
public trading market. All future sales of company securities by affiliates will
adhere to rules and regulations of the Commission.
A complete copy of the Companys Amended Bylaws is listed as an
exhibit:
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 hereunto duly authorized.
Date: December 21, 2016
GALENFEHA, INC.
/s/ LaNell Armour
LaNell Armour
Secretary/Treasurer
Galenfeha (PK) (USOTC:GLFH)
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