UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 1

GLOBAL ARENA HOLDING, INC.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

37951M102

(CUSIP Number)

GCA Ventures, LLC

555 Madison Avenue, 12^th Floor

New York, NY 10022

(212) 508-4762

c/o George C. Dolatly

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.          Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the statement on Schedule 13D filed on May 10, 2013 (the “Initial Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), and relates to the common stock, par value $0.001 per share (“Common Stock”), of Global Arena Holding, Inc., a Delaware corporation (“Global Arena”). Global Arena’s principal executive offices are located at 555 Madison Avenue, 12^th Floor, New York, NY 10022.

Item 2.           Identity and Background.

Item 2 of the Schedule 13D is amended in its entirety to read as follows:

The filing persons are GCA Ventures, LLC (“Ventures”), Daniel D. Rubino, PELHAM DR LLC (“Pelham”), George C. Dolatly and Robert M. Pickus (together, the “Reporting Persons”). The business address of each of the Reporting Persons is c/o Ventures at 555 Madison Avenue, 12^th Floor, New York, NY 10022. Mr. Rubino’s principal occupation is Chairman and Chief Executive Officer of GCA Capital Group, LLC (“GCA”). Mr. Dolatly’s principal occupation is Managing Director and General Counsel of GCA. Mr. Pickus’s principal occupation is Managing Director of GCA. GCA is a diversified financial services, business development and advisory firm. Each of Messrs. Rubino, Dolatly and Pickus is a United States citizen. Pelham is a New York limited liability company that is operated as an investment vehicle of Mr. Rubino. Mr. Rubino is the sole and managing member of Pelham. Ventures is a New York limited liability company that provides financial, advisory and management consulting services. GCA is the sole member of Ventures. Messrs. Rubino, Dolatly and Pickus are the members of GCA.

During the last five years, none of the Reporting Persons (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.           Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended in its entirety to read as follows:

On April 30, 2013, pursuant to a private placement conducted by Global Arena, (a) Pelham acquired, for $25,000 in cash, 100,000 shares of Common Stock and 50,000 warrants to acquire shares of Common Stock at $0.50 per share, (b) Mr. Dolatly acquired, for $25,000 in cash, 100,000 shares of Common Stock and 50,000 warrants to acquire shares of Common Stock at $0.50 per share, and (c) Mr. Pickus acquired, for $25,000 in cash, 100,000 shares of Common Stock and 50,000 warrants to acquire shares of Common Stock at $0.50 per share. The warrants acquired in this transaction expire after three years. The source of funds for these acquisitions was personal funds of the Reporting Persons.

On April 30, 2013, Pelham acquired 109,151 shares of Common Stock upon conversion of a promissory note representing a loan in the amount of $25,000 (plus interest) previously made by Pelham to Global Arena. In connection with the issuance of the promissory note, Pelham had been issued 50,000 warrants to acquire shares of Common Stock at $0.75 per share, such warrants expiring on August 6, 2017.

On April 30, 2013, Ventures and Messrs. Rubino, Dolatly and Pickus entered into a Management and Investor Rights Agreement (the “Management Agreement”) with Global Arena, pursuant to which Ventures agreed to provide financial and management consulting services to Global Arena. Concurrently with the execution of the Management Agreement, in consideration for the services to be performed, Global Arena issued (a) 333,334 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Rubino, (b) 333,333 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Dolatly, and (c) 333,333 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Pickus. These warrants expire after seven years. The Management Agreement provided for the issuance to the Reporting Persons (or as otherwise directed by Ventures) of an aggregate of 750,000 additional warrants on the six-month anniversary of its execution and an aggregate of 750,000 additional warrants on the one-year anniversary of its execution.

On October 30, 2013, in accordance with the terms of the Management Agreement and in consideration of financial and management consulting services performed for Global Arena, Global Arena issued (a) 375,000 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Rubino, (b) 187,500 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Dolatly, and (c) 187,500 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Pickus. In addition, pursuant to an amendment to the Management Agreement entered into on October 30, 2013, Global Arena issued an additional 50,000 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Rubino. All warrants referenced in this paragraph expire after seven years.

Item 5.           Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended in its entirety to read as follows:

The Reporting Persons may be deemed to be members of a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”). As a group, the Reporting Persons collectively beneficially own 2,409,151 shares of Common Stock (409,151 of which are outstanding and 2,000,000 of which may be acquired within 60 days pursuant to outstanding warrants) representing 9.2% of the outstanding Common Stock. The Reporting Persons expressly disclaim beneficial ownership of shares of Common Stock beneficially owned by other Reporting Persons, except as set forth below.

Mr. Rubino beneficially owns, and has sole voting and dispositive power with respect to, 1,067,485 shares of Common Stock (209,151 of which are outstanding and 858,334 of which may be acquired within 60 days pursuant to outstanding warrants) representing 4.3% of the outstanding Common Stock. Of these shares, Pelham is the direct owner of 309,151 shares of Common Stock (209,151 of which are outstanding and 100,000 of which may be acquired within 60 days pursuant to outstanding warrants).

Mr. Dolatly beneficially owns, and has sole voting and dispositive power with respect to, 670,833 shares of Common Stock (100,000 of which are outstanding and 570,833 of which may be acquired within 60 days pursuant to outstanding warrants) representing 2.7% of the outstanding Common Stock.

Mr. Pickus beneficially owns, and has sole voting and dispositive power with respect to, 670,833 shares of Common Stock (100,000 of which are outstanding and 570,833 of which may be acquired within 60 days pursuant to outstanding warrants) representing 2.7% of the outstanding Common Stock.

Ventures does not beneficially own any shares of Common Stock.

The above percentages were calculated based on 24,250,979 shares of Common Stock outstanding as of September 5, 2013 (as reported in Global Arena’s Form 10-Q for the quarterly period ended June 30, 2013) and accounting for the shares of Common Stock that the applicable Reporting Person, or each of the Reporting Persons in the case of the “group” calculation, has the right to acquire within 60 days of the date hereof pursuant to outstanding warrants.

Except as otherwise set forth in this Statement, there have been no transactions by the Reporting Persons with respect to the Common Stock in the past 60 days.

Item 7.           Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended in its entirety and replaced with the following:

_____________________________________

* Filed with the Initial Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  October 30, 2013

INDEX TO EXHIBITS

_____________________________________

* Filed with the Initial Schedule 13D.

AMENDMENT TO

MANAGEMENT AND INVESTOR RIGHTS AGREEMENT

This AMENDMENT (this “Amendment”), dated as of October 30, 2013, to that certain Management and Investor Rights Agreement, dated as of April 30, 2013 (the “Original Agreement” and, as amended by this Amendment, the “Agreement”), is made by and among Global Arena Holding, Inc., located at 555 Madison Avenue, New York, New York 10022 (the “Company”); and Daniel D. Rubino, Robert M. Pickus, George C. Dolatly (collectively, the “GCA Principals”) and GCA Ventures, LLC (“GCA Ventures”), located at 555 Madison Avenue, New York, New York 10022 (GCA Ventures and the GCA Principals, individually and collectively, shall hereinafter be referred to as “GCA”).

WHEREAS, GCA and the Company entered into the Original Agreement as of April 30, 2013, setting forth the financial and management consulting services to be provided by GCA to the Company, and the compensation arrangements designed to compensate GCA for such services; and

WHEREAS, the GCA and the Company have determined to increase the number of warrants to be issued to GCA in consideration for execution of the Agreement and the services to be performed thereunder;

NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, GCA and the Company hereby agree as follows:

A. Section 4 of the Original Agreement is hereby amended in its entirety to read as follows:

“4.     Compensation.

(a)         In consideration for execution of this Agreement and the services to be performed hereunder, the Company will award to GCA warrants (the “Warrants”) to purchase a total of 2,550,000 shares of the common stock, par value $0.001 per share, of the Company. These Warrants will be substantially similar in form to the warrants issued in connection with the Global Arena Holding Inc. Confidential Private Placement Memorandum dated March 2013, except the Warrant Price (as defined therein) will equal $0.25, and the Expiration Date (ad defined therein) will be seven (7) years from the date of issuance.

(b)          The Warrants will be issued as follows:

1,000,000 Warrants will be awarded concurrently with the execution of this Agreement, as follows:

333,334 shares to Daniel D. Rubino (or an entity designated by him)

333,333 shares to Robert M. Pickus

333,333 shares to George C. Dolatly

800,000 Warrants will be awarded on the 6 month anniversary of the execution of this Agreement, as follows, or as otherwise directed by GCA Ventures:

425,000 shares to Daniel D. Rubino (or an entity designated by him)

187,500 shares to Robert M. Pickus

187,500 shares to George C. Dolatly

750,000 Warrants will be awarded on the 1 year anniversary of the execution of this Agreement, as follows, or as otherwise directed by GCA Ventures:

375,000 shares to Daniel D. Rubino (or an entity designated by him)

187,500 shares to Robert M. Pickus

187,500 shares to George C. Dolatly

(c)          All compensation payable hereunder shall be deemed fully earned and non-refundable in whole or in part on the date when payment is due.”

B. Original Agreement. Other than as amended by the foregoing, the Company and GCA agree that the Original Agreement shall continue to be effective and in full force and effect.

C. Modification. This Amendment may not be modified except by an instrument in writing executed by the Company and GCA.

D. Governing Law. This Amendment shall be deemed to be a contract made under, and is to be governed and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

E. Counterparts. This Amendment may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

F. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Amendment.

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IN WITNESS WHEREOF, GCA and the Company have caused this Amendment to be duly executed and delivered on the date and year first above written.

COMPANY: