10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2014

-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  000-49819

Global Arena Holding, Inc.

 (Exact name of registrant as specified in its charter)

Delaware	33-0931599
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1500 Broadway, Suite 505 New York, NY	10036
(Address of principal executive offices)	(Zip Code)

(212) 508-4700

 (Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 the 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 has 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 [ ]

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):

Large accelerated filer        [  ]	Non-accelerated filer             [  ]
Accelerated filer                 [  ]	Smaller reporting company    [x]

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

The number of outstanding shares of the registrant's common stock,

November 18, 2014:  Common Stock  -  24,136,693

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GLOBAL ARENA HOLDING, INC.

FORM 10-Q

For the three and nine months ended September 30, 2014

INDEX

PART 1 – FINANCIAL INFORMATION

	Page
Item 1.  Financial Statements (Unaudited)	5
Item 2.  Management's Discussion and Analysis of   Financial Condition and Results of Operations	36
Item 3.  Quantitative and Qualitative Disclosure   About Market Risk	44
Item 4.  Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings	46
Item 1A.  Risk Factors	48
Item 2.  Unregistered Sales of Equity Securities and   Use of Proceeds	48
Item 3.  Defaults upon Senior Securities	48
Item 4.  Mine Safety Disclosures	49
Item 5.  Other Information	49
Item 6.  Exhibits	49
SIGNATURES	50

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PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934.  These statements are based on management’s beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties, and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Readers are cautioned not to put undue reliance on any forward-looking statements.

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS	September 30, 2014	December 31, 2013
	(Unaudited)
Current assets
Cash	$           99,448	$     463,610
Due from clearing organization	512	362,189
Advances to registered representatives and employees	53,340	112,583
Prepaid expenses and other current assets	2,839	23,981
Accounts receivable	21,305	-
Advances - related parties	17,163	17,163
Total current assets	194,607	979,526
Fixed assets, net of accumulated depreciation
of  $1,757 and $20,582, respectively	-	3,286
Other assets
Litigation escrow deposit	100,000	-
Goodwill	33,900	33,900
Deposits with clearing organizations	-	50,003
Total other assets	133,900	83,903
TOTAL ASSETS	$        328,507	$    1,066,715

Continued on next page

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Continued from previous page

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)	September 30, 2014	December 31, 2013
	(Unaudited)
Current liabilities
Accounts payable and accrued expenses	$        698,602	$       595,825
Commission payable	452	554,180
Convertible promissory notes payable, in default	-	604,515
Convertible promissory notes payable,
net of debt discount of $41,270 and $315,262
at September 30, 2014 and December 31, 2013, respectively	734,272	884,738
Promissory notes payable
net of debt discount of $0 at September 30, 2014	229,987	-
Derivative liability	402,000	1,603,514
Total current liabilities	2,065,313	4,242,772
Convertible promissory notes payable,
net of debt discount of $412,100 and $486,900
at September 30, 2014 and December 31, 2013, respectively	87,900	13,100
Total liabilities	2,153,213	4,255,872
Commitment and contingencies	-	-
Stockholders’ (deficiency)
Preferred stock, $0.001 par value; 2,000,000 shares authorized;
none issued and outstanding	-	-
Common stock, $0.001 par value; 100,000,000 shares authorized;	24,851	24,851
24,850,979 shares issued at September 30, 2014 and December 31, 2013;
24,136,693 shares outstanding at September 30, 2014 and December 31, 2013
Additional paid-in capital	10,053,737	9,189,971
Accumulated (deficit)	(11,408,646)	(11,918,307)
	(1,330,058)	(2,703,485)
Less: treasury stock, 714,286 shares at cost	(250,000)	(250,000)
Stockholders’ (deficiency) attributable to common stockholders	(1,580,058)	(2,953,485)
Noncontrolling interests	(244,648)	(235,672)
Total stockholders’ (deficiency)	(1,824,706)	(3,189,157)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)	$          328,507	$      1,066,715

See notes to consolidated financial statements.

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

	For the three months		For the nine months
	ended September 30,		ended September 30,
	2014	2013	2014	2013
Revenues
Commissions and other	$      37,845	$    60,288	$    53,987	$    214,309
Total revenues	37,845	60,288	53,987	214,309
Operating expenses
Salaries and benefits	164,733	157,162	390,532	468,568
Occupancy	46,102	22,622	91,284	139,288
Business development	88,873	89,655	300,026	246,412
Professional fees	158,578	115,684	582,547	586,841
Stock-based compensation	13,580	270,488	498,037	991,405
Clearing and operations	1,869	27,361	13,610	90,400
Regulatory fees	523	6,986	2,159	16,225
Settlement of litigation	-	-	650,000	-
Office and other	36,510	25,053	102,302	88,463
Total operating expenses	510,768	715,011	2,630,497	2,627,602
(Loss) from operations	(472,923)	(654,723)	(2,576,510)	(2,413,293)
Other income (expenses)
Interest expense	(363,918)	(114,463)	(907,144)	(532,296)
Loss on sale of GATA	-	-	-	(2,353)
Change in fair value of derivative liability	29,400	(842,400)	1,201,514	(933,500)
Total other income (expenses)	(334,518)	(956,863)	294,370	(1,468,149)
Loss from continuing operations	(807,441)	(1,611,586)	(2,282,140)	(3,881,442)
Discontinued operations
Discontinued operations, net of tax	241,435	74,222	968,869	318,767
Gain on disposition of discontinued operations	1,813,956	-	1,813,956	-
Income from discontinued operations, net of tax	2,055,391	74,222	2,782,825	318,767
Net income (loss)	1,247,950	(1,537,364)	500,685	(3,562,675)
Net income (loss) attributable to noncontrolling interests	3,020	(17,320)	(8,976)	(86,092)
Net income (loss) attributable to common stockholders	$  1,244,930	$  (1,520,044)	$    509,661	$ (3,476,583)
Basic and diluted:
(Loss) per share from continuing operations	$         (0.03)	$           (0.07)	$       (0.09)	$          (0.17)
Income per share from discontinued operations	0.09	0.00	0.12	0.02
Net income (loss) per share	$            0.06	$           (0.07)	$          0.03	$          (0.15)
Weighted average number of common shares:
Basic and diluted	24,136,693	24,568,371	24,136,693	23,382,529

See notes to consolidated financial statements.

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

	2014	2013
Cash flows from operating activities
Net (loss)	$     500,685	$ (3,562,675)
Adjustment to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and amortization	3,286	3,396
Accretion of debt discount	714,548	397,435
Stock-based compensation to employees and consultants	498,037	991,405
Change in fair value of derivative liability	(1,201,514)	933,500
Loss on sale of GATA	-	2,353
Gain on sale of GACC	(1,813,956)	-
Change in operating assets and liabilities:
Due from clearing organization	361,677	16,339
Accounts receivable	(21,305)	-
Advances to registered representatives and employees	59,243	(43,287)
Deposits with clearing organizations	50,003	-
Litigation escrow deposit	(100,000)	-
Prepaid expenses and other current assets	21,142	53,384
Commissions payable	(553,728)	22,227
Accounts payable and accrued expenses	102,777	366,135
Net assets disposed of GACC	(186,044)	-
Net cash (used in) operating activities	(1,565,149)	(819,788)
Cash flows from investing activities
Proceeds from sale of 25% interest in GAIM	-	35,714
Proceeds from sale of GACC	2,000,000	-
Proceeds from sale of GATA	-	495
Net cash provided by investing activities	2,000,000	36,209
Cash flows from financing activities
Proceeds from issuance of common stock and warrants	-	564,287
Proceeds from issuance of convertible promissory notes	-	105,000
Proceeds from issuance of promissory notes	904,987	-
Repayment of convertible promissory notes/promissory notes	(1,704,000)	(150,000)
Advances from related parties	-	16,878
Net cash (used) provided by financing activities	(799,013)	536,165
Net change in cash	(364,162)	(247,414)
Cash, beginning of period	463,610	376,942
Cash, end of period	$        99,448	$     129,528

(Continued on next page)

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

	2014	2013
Supplemental disclosure of cash flow information
Cash paid for income taxes	$          5,855	$        9,090
Cash paid for interest	$      256,849	$    200,403
Supplemental disclosure of non-cash investing and financing activities
Issuance of warrants in connection with debt	$      365,729	$      21,428
Reclassification of derivative liabilities to equity	$                 -	$    119,600
Issuance of options for the purchase of MGA	$                 -	$      33,900
Intercompany payables to GACC forgiven on sale	$   2,280,877	$                -

See notes to consolidated financial statements.

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

1.  ORGANIZATION

Description of the Business

Global Arena Holding, Inc. (formerly, “Global Arena Holding Subsidiary Corp.”) (“GAHI”), was formed in February 2009, in the state of Delaware.  GAHI is a financial services firm that services the financial community through its subsidiaries as follows:

Global Arena Investment Management LLC (“GAIM”), a wholly owned subsidiary, provides investment advisory services to its clients.  GAIM is registered with the SEC as an investment advisor and clears all of its business through Fidelity Advisors (“Fidelity”), its correspondent broker.  The Company sold 25% of its interest in GAIM to FireRock Capital, Inc. (“FireRock”) in 2012 and on November 25, 2013, repurchased this 25% interest.  Global Arena Commodities Corp. (“GACOM”), a wholly owned subsidiary, provided commodities brokerage services and earned commissions. GACOM ceased operating in November 2013 and is currently inactive.  The Company is reviewing its options and may liquidate GACOM.  Lillybell Entertainment, LLC (“Lillybell”), a 66.67% majority owned subsidiary, provides finance services to the entertainment industry.  MGA International Brokerage LLC (“MGA”), a 66.67% majority owned subsidiary and a New York limited liability company, is a full-service insurance broker.  MGA offers comprehensive life, property and casualty insurance services, solutions and advice.  Global Arena Trading Advisors, LLC (“GATA”), provided futures advisory services. GATA was registered with the National Futures Association (NFA) as a commodities trading advisor.  On March 7, 2013, the Company sold GATA to a third party.  

Sale of Global Arena Capital Corp.

Global Arena Capital Corp. (“GACC”) was our wholly owned subsidiary through August 5, 2014 that was a full service financial services company. GACC was a broker-dealer registered with the Securities and Exchange Commission (“SEC”).  The Company was also a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corp (“SIPC”). GACC was engaged in the securities business, which comprised several classes of securities transactions such as equities, corporate and municipal bonds, mutual funds, insurance and options, all of which the broker dealer executed as risk-less principal and agency transactions. On August 5, 2014, GAHI sold all of its ownership in GACC, subject to FINRA approval.

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On August 5, 2014, GAHI entered into an Agreement with PMC Capital, LLC (“PMC Capital”) and Barbara Desiderio pursuant to which GAHI agreed to sell to PMC Capital all of the common stock of GACC, subject to the approval from FINRA.  The consideration for the GACC common stock is $2,100,000 and the forgiveness of the amounts payable by GAHI and its other subsidiaries to GACC of approximately $2,281,000.

Pursuant to the terms of the Agreement, GAHI (i) sold 24.9% of the issued and outstanding shares of GACC’s common stock to PMC Capital as of the Agreement date; and (ii) immediately therefore sold the remaining 74.1% of the common stock to PMC Capital subject to the receipt of all necessary and required approvals, including compliance with the applicable FINRA rules.  GAHI has agreed to indemnify PMC Capital from losses, third party customer complaints and claims arising from or related to the operations of the GACC on or prior to July 31, 2014.  Such indemnification is limited to $250,000, subject to certain limitations and exclusions. GAHI was required to put into escrow $100,000 towards this indemnification.

The results of operations of GACC and the gain on the sale of GACC has been reported as discontinued operations as: 1) the operations and cash flows of GACC will be eliminated from the ongoing operations of the Company as a result of the sale and 2) the Company will not have any significant continuing involvement in the operations of GACC after the sale transaction. The Company has presented the operations of GACC as discontinued operations, and retrospectively reclassified the operating results for all prior periods presented.

On August 7, 2014, the Company completed the sale the remaining 75.1% ownership of GACC, and recognized a gain from the sale of GACC as "Gain on sale of discontinued operations" in the Consolidated Statements of Operations. The operating results of GACC are reported as "Income from discontinued operations - net" in the Consolidated Statements of Operations for all periods presented. In accordance with accounting guidance, the Company has elected to not separately disclose the cash flows related to the GACC discontinued operations.

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Revenue and operating expenses of the discontinued operations for the three and nine months ended September 30, 2014 and 2013 were as follows:

	For the three months ended September 30,		For the nine months ended September 30,
	2014	2013	2014		2013
Revenues
Commissions and other	$   3,362,048	$2,833,917	$18,455,830	$7,313,462
Total revenues	3,362,048	2,833,917	18,455,830	7,313,462
Operating expenses
Commissions	2,655,848	2,109,300	15,481,994	5,316,824
Salaries and benefits	128,277	190,028	578,543	447,137
Occupancy	10,469	20,906	55,532	75,727
Business development	1,793	8,251	25,387	26,132
Professional fees	22,520	40,150	177,589	164,674
Clearing and operations	118,737	304,845	886,708	760,033
Regulatory fees	26,761	73,109	65,249	139,032
Office and other	15,041	12,805	57,005	56,071
Total operating expenses	2,979,446	2,759,394	17,328,007	6,985,630
Income from operations	382,602	74,523	1,127,823	327,832
Income taxes	141,167	301	158,954	9,065
Income from discontinued operations	$      241,435	$     74,222	$     968,869	$     318,767

Acquisition of MGA International Brokerage LLC

On January 29, 2013, the Company entered into an agreement for the purchase of  66.67% of the aggregate outstanding member interests of MGA, in exchange for an option to purchase 300,000 shares of the Company’s common shares.  Each option is exercisable into one share of common stock of the Company at an exercise price of $0.25 per common share.  The exercise period was for one year from the agreement date. The option has been extended for another year.

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The acquisition was accounted for under the purchase method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805.  Under the purchase method of accounting, the total purchase price is allocated to the net tangible and intangible assets of MGA based on their estimated fair values.  At the acquisition date, MGA had no material net assets.  The goodwill of $33,900 arising from the acquisition consists largely of the synergies and business relationships with insurance customers expected from combining the operations of the Company and MGA.  

In accordance with SEC Regulation S-X Rule 3-05, the acquisition of MGA did not meet the requirements of a significant subsidiary as of the acquisition date.  Therefore, no pro forma financial information related to the acquisition was required to be presented in accordance with SEC Regulation S-X Rule 11-01.

Sale of Global Arena Trading Advisors, LLC

On March 7, 2013, the Company and Courtney Smith entered into a purchase agreement for the sale of the Company’s 100% interests in GATA to Courtney Smith for $500.  The related loss of $2,353 was included in the accompanying statement of operations for the nine months ended September 30, 2013.  In accordance with SEC Regulation S-X Rule 3-05, GATA was not a significant subsidiary as of the disposal date.  Therefore, no pro forma financial information related to the disposal was required to be presented in accordance with SEC Regulation S-X Rule 11-01. GATA had minimum activities and did not require disclosure as a discontinued operation.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring losses and cash flow deficits from its continuing operations since inception and has had to continually borrow to continue operating. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations.  Management believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its operating plan. The Company plans to use its available cash to continue the development and execution of its business plan and expand its client base and services.  The Company is also investing potential acquisition.  However, the Company can give no assurance that such financing will be available or on terms acceptable to the Company, or at all.  Should the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activities.

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The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned subsidiaries and majority owned subsidiaries, GAIM, GACOM, Lillybell, MGA from January 29, 2013, the date of acquisition, and GATA through March 7, 2013, the date of sale. The operations of GACC are included through August 5, 2014, the date of sale and have been reflected as discontinued operations.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

The unaudited interim consolidated financial statements of the Company as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the year ended December 31, 2013, previously filed with the SEC.  In the opinion of management, the interim information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2014.

Revenue Recognition

The Company’s revenue recognition policies comply with SEC revenue recognition rules and FASB ASC 605-10-S99.  The Company earns revenues through various services it provides to its clients.  Advisory fees are on a contractual basis with the fee stipulated in the contract and are recognized based on the terms of the contract during the period the service is provided.  Insurance commissions are recognized at the later of the billing or the effective date of the related insurance policies, net of an allowance for estimated policy cancellations.

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Customer security transactions and the related commission income and expenses are recorded as of the trade date.  The Company generally acted as an agent in executing customer orders to buy or sell listed and over-the-counter securities in which it did not make a market, and charged commissions based on the services the Company provides to its customers.

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 certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

FASB ASC 820, “Fair Value Measurement” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability.  The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

Goodwill

In accordance with FASB ASC 805 “Business Combinations” (“ASC 805”), the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree were recognized at the acquisition date and measured at their fair values as of that date.  Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations and is not amortized in accordance with FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 addresses the amortization of intangible assets with defined lives and the impairment testing and recognition for goodwill and indefinite-lived intangible assets. The Company is required to evaluate the carrying value of its goodwill for potential impairment on an annual basis or more frequently if indicators arise. While the Company may use a variety of methods to estimate fair value for impairment testing, its primary methods are discounted cash flows and a market based analysis. When appropriate, the carrying value of these assets is reduced to fair value.  No impairment to the carrying value of goodwill has been identified by the Company.

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Cash and Cash Equivalents

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.  

Deposits with Clearing Organizations

As of December 31, 2013, deposits with clearing organizations consisted primarily of cash deposits in accordance with the clearing arrangement related to the operations of GACC.

Property and Equipment

Property and equipment is recorded at cost.  Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets, which range from three to five years.  Maintenance and repairs are charged to expense as incurred; costs of major additions and betterments that extend the useful life of the asset are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized.

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long lived assets when there are indications that the assets might be impaired.  When evaluating assets for potential impairment, the Company first compares the carrying amount of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges).  If the estimated future cash flows used in this analysis are less than the carrying amount of the asset, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset to the asset’s estimated future cash flows (discounted and with interest charges).

If the carrying amount exceeds the asset’s estimated future cash flows (discounted and with interest charges), the loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets.  Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2014 and 2013.

Convertible Debt

Convertible debt is accounted for under FASB ASC 470, “Debt – Debt with Conversion and Other Options.”  The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of any warrants issued with those instruments. The BCF for the convertible instruments is

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recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital.  The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.  Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis.  The allocated fair value of the BCF and warrants is recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.  

The Company accounts for modifications of its Embedded Conversion Features (ECF’s) in accordance with the FASB ASC 470-50-40-12 and 40-15-16 which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment pursuant to FASB ASC 470-50-40/55.

Derivative Financial Instruments

In connection with the issuance of certain warrants that include price protection reset or anti-dilution provisions, the Company determined that these provision features are embedded derivative instruments pursuant to FASB ASC 815 “Derivatives and Hedging.”  These embedded derivatives are adjusted to fair value at each balance sheet date with the change recognized in operations.

Advertising Costs

Advertising costs are expensed as incurred.  Advertising costs, which are included in business development expenses, were deemed to be de minimus for the three and nine months ended September 30, 2014 and 2013.

Stock-Based Compensation

The fair value of stock options and stock warrants issued to third party consultants and to employees, officers and directors are recorded in accordance with the measurement and recognition criteria of FASB ASC 505-50, “Equity-Based Payments to Non-Employees” and FASB ASC 718, “Compensation – Stock Based Compensation,” respectively.

The options and warrants are valued using the Black-Scholes valuation method. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables.  These subjective variables include, but are not limited to the Company’s expected stock price volatility over the expected term of the awards, and actual and projected stock option and warrants exercise behaviors.

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Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options and warrants.

Noncontrolling Interests

The Company accounts for its less than 100% interest in consolidated subsidiaries in accordance with FASB ASC 810, “Consolidation,” and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheets and reports the noncontrolling interests’ share of net income or loss under the heading “net income (loss) attributable to noncontrolling interests” in the consolidated statements of operations.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred taxes are also recognized for operating losses that are available to offset future taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  As of September 30, 2014 and December 31, 2013, the Company had deferred tax assets of approximately $4,319,000 and $4,382,000, respectively, for net operating loss carryforwards, which were fully reserved by a valuation allowance due to the significant uncertainty with respect to their future realization.

The Company follows the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns.  FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

The Company files income tax returns in the United States (Federal) and in New York State and City.  The Company is generally no longer subject to Federal, state and local income tax examinations by tax authorities for tax years prior to 2011.

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Reclassifications

Certain amounts in the prior periods’ financial statements have been reclassified for comparative purposes to conform to the presentation principally related to discontinued operations in the financial statements.  These reclassifications had no effect on previously reported earnings.

3.  RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and requires additional disclosures if certain criteria are met. This guidance is effective for fiscal periods ending after December 15, 2016, with early adoption permitted. The adoption of this guidance is not expected to impact our consolidated financial statements or related disclosures.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities: Elimination of Certain Financial Reporting Requirements”, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  This ASU amends FASB ASC Topic 915, Development Stage Entities, to remove all incremental financial reporting requirements for development stage entities, thereby improving financial reporting by reducing the cost and complexity associated with providing that information.  The amendments in this ASU also eliminate an exception provided to development stage entities in FASB ASC 810 for determining whether an entity is a variable interest entity (VIE) on the basis of the amount of investment equity that is at risk.  The amendments in this ASU remove the definition of development stage entity from the FASB ASC Master Glossary, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (i) present inception-to-date information on the statements of income, cash flows, and shareholders’ 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, (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 amendments also clarify that the guidance in FASB ASC 275, Risks and Uncertainties, is applicable to entities that have not yet commenced planned principal operations.  The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of FASB ASC 915 should be applied retrospectively, except for the clarification to FASB ASC 275, which should be applied prospectively. For public business entities, those amendments are

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effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.  Earlier implementation is allowed for any period where the reporting entity’s annual or interim financial statements have not yet been made available for issuance.  This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company has not yet determined the potential impact of this updated authoritative guidance on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The Company is currently evaluating the potential impact of this updated authoritative guidance on its consolidated financial statements.

4.  NET INCOME (LOSS) PER SHARE

The Company computes net income (loss) per common share in accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”) and SEC Staff Accounting Bulletin No. 98 (“SAB 98”).  Under the provisions of ASC 260 and SAB 98, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  

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Diluted net income per common share for the three and nine months ended September 30, 2014 excluded the diluted effect of common stock equivalents. In accordance with ASR 260, if their inclusion would be antidilutive to the income (loss) from continuing operations, they are to be excluded and the number of shares utilized shall be used in reporting all other diluted per share amounts. As the Company has losses from continuing operations for these periods, no common stock equivalents were utilized in the per share calculations. The Company’s common stock equivalents were excluded in the computation of diluted net (loss) per share since their inclusion would be anti-dilutive. These common stock equivalents may dilute future earnings per share.  Total shares issuable upon the exercise of outstanding stock options, warrants and conversion of convertible promissory notes for the nine months ended September 30, 2014 and 2013 were as follows:

	2014	2013
Warrants	25,891,594	14,781,675
Convertible debt	5,064,069	4,559,896
Stock options	2,375,000	2,375,000
Common stock equivalents	33, 330,663	21,716,571

5.  DERIVATIVE FINANCIAL INSTRUMENTS

In October 2010, in connection with a subscription agreement, the Company issued 2,231,250 warrants to an investor at an exercise price of $0.31 per share for 1,115,625 warrants and $0.35 for the remaining 1,115,625 warrants. The warrants had a term of three years. Per the terms of the subscription agreement, in the event the Company, at any time while all or any portion of these warrants are outstanding, sells any shares of common stock per share, or issue common stock equivalents at a conversion price, less than the warrants’ exercise price, the warrant price will be adjusted accordingly. In accordance with the provisions of ASC 815-40, these warrants are subject to derivative accounting treatment under ASC 815-10 and are recorded as a liability which is revalued at fair value each reporting date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date.  The Company reassesses the classification at each balance sheet date.  If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company used the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. The derivatives were extinguished on January 1, 2013 upon a mutual agreement reached between the Company and the warrants’ holder. Prior to extinguishment, the fair value of the derivatives measured using the Black-Scholes valuation method was $119,600, resulting in a gain of $3,800 recorded in the statements of consolidated operations for the nine months ended September 30, 2013.

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On November 15, 2013, the expiration date of the remaining outstanding warrants to purchase 1,179,130 shares of common stock of the Company was extended until December 31, 2013, and subsequently for another year and the warrant exercise price was reduced to $0.25 and revalued accordingly.

On December 31, 2012, in connection with an extension of the maturity date of certain convertible notes which were due on May 31, 2012, the Company issued the holder a warrant to purchase shares of common stock of the Company not exceeding 9.99% of the issued and outstanding shares and potential issuable shares related to outstanding options, warrants and convertible debt of the Company. The warrants, originally due on December 31, 2014, were extended to March 31, 2016. The Company determined that the anti-dilution provision feature of the warrants to be an embedded derivative instrument.  This derivative is adjusted to fair value at each balance sheet with the changes in fair value recognized in operations.  The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. Weighted average assumptions used to estimate fair values are as follows:

	September 30, 2014	December 31, 2013	Issuance, December 31, 2012
Expected volatility	286%	316%	140%
Risk free interest rate	0.58%	0.13%	0.25%
Expected life (years)	1.50	1	2

For the three months ended September 30, 2014 and 2013, the Company recognized a change in the derivative liabilities of $29,400 and $(842,400), respectively, and $1,165,800 and $(937,300) for the nine months then ended, respectively in other income (expense) related to this warrant derivative instrument.

On November 25, 2013, the Company repurchased 714,286 shares of its common stock and the 25% of membership interest in GAIM, which was previously sold to FireRock in 2012, by issuing a convertible note in the amount of $250,000, which was originally due on December 31, 2013 and extended to and paid on January 6, 2014. The holder of the note was entitled to convert all or a portion of the convertible note plus any unpaid interest into shares of common stock at a lesser of $0.35 per share or 10% discount to the market value the day prior to the date of conversion. The Company determined that the embedded conversion option to be a derivative instrument.  This derivative was adjusted to fair value at each balance sheet with the changes in fair value recognized in operations prior to its extinguishment in January 2014. For the nine months ended September 30, 2014, the Company recognized a gain related to this derivative liability upon its liquidation of $35,714 in other income (expense) again.

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6.  FAIR VALUE MEASUREMENTS

FASB ASC 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs).  In accordance with FASB ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an

                        active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable

                        either directly or indirectly.

Level 3 Inputs –Inputs based on prices or valuation techniques that are both unobservable

                        and significant to the overall fair value measurements.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Cash, due from clearing organizations, accounts receivable, advances to registered representatives and employees, accounts payable and accrued expenses, commission payable – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short term nature.

Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost.  The carrying amount approximates their fair value.

Derivative financial instruments – The fair value of liabilities for warrants with dilutive price reset or anti-dilution provisions and for certain embedded conversion options are determined utilizing the Black-Scholes valuation method.

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The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2014 and December 31, 2013.

September 30, 2014	Level 1	Level 2	Level 3	Total
Derivative financial instruments	$                 -	$                -	$     402,000	$      402,000
December 31, 2013	Level 1	Level 2	Level 3	Total
Derivative financial instruments	$                 -	$                -	$  1,603,514	$  1,603,514

The following table presents the Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs for the derivative warrants:

Balance, December 31, 2013	$    1,603,514
Cancellation of derivative liability included in other (income)   expenses	(35,714)
Change in fair value included in other (income) expenses	(1,165,800)
Balance, September 30, 2014	$       402,000

7. STOCK OPTIONS

Stock Options Plan

On June 27, 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”).  The purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities.  The awards may be in the form of incentive stock options, options that do not constitute incentive stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved and available for issuance under the Plan increased to 3,000,000 from 1,750,000, pursuant to a December 2012 proxy vote by holders of a majority of the shares of GAHI.  On July 17, 2012, the Board of Directors approved the issuance of non-qualified stock options for the purchase of an aggregate of 1,725,000 shares of common stock under the Plan to certain employees, officers and directors. The

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options are exercisable at $0.45 per common share and expire three years after their issuance.  The options are to vest over a two-to-three-year period with a fair value of approximately $500,000 at the grant date to be recognized over the vesting period.

Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows:

	July 17, 2012
Expected dividend yield	$ 0
Expected stock price volatility	130%
Risk free interest rate	0.32%
Expected life (years)	3 years

The stock-based compensation related to the Plan, included in stock compensation expense in the consolidated statements of operations, was $13,580 and $60,554 for the three months ended September 30, 2014 and 2013, and $135,594 and $181,662 for the nine months then ended, respectively.

On December 27, 2012, GAHI granted to an employee, an option to purchase 350,000 shares of common stock. The option is exercisable at $0.45 per common share and expires on July 17, 2015.  The option is to vest 50% in July 2013 and 100% in July 2014 with a fair value of approximately $58,000 at the grant date to be recognized over the vesting period. The options granted to this employee became fully vested in March 2014 upon his departure from the Company in accordance with an arrangement with the Company. Weighted average assumptions used to estimate the fair value of stock options on the date of grant were as follows:

	December 27, 2012
Expected dividend yield	$ 0
Expected stock price volatility	140%
Risk free interest rate	0.25%
Expected life (years)	2.5 years

The stock-based compensation related to this option, included in stock compensation expense in the consolidated statements of operations, was $0 and $9,315 for the three months ended September 30, 2014 and 2013, and $20,492 and $27,599 for the nine months then ended, respectively.

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Other Options

As disclosed in Note 1, on January 29, 2013, in connection with the acquisition of MGA, the Company issued an option to purchase 300,000 shares of common stock exercisable at $0.25 per common share, which expired on January 28, 2014. The Company intends to extend the option for another year, subject to the Board approval. The options vested on the grant date, with a fair value of approximately $34,000 at the grant date which was recognized as goodwill.

Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows:

	January 29, 2013
Expected dividend yield	$ 0
Expected stock price volatility	120%
Risk free interest rate	0.15%
Expected life (years)	1 year

The Company will issue new shares of common stock upon the exercise of outstanding stock options.  The following is a summary of stock option activity:

	Shares	Weighted Average Exercise Price	Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2013	2,375,000	$  0.44	1.43 years	$          -
Granted	-	-	-	-
Exercised	-	-	-	-
Cancelled and expired	-	-	-	-
Forfeited	-	-	-	-
Outstanding at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -
Vested and expected to vest at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -
Exercisable at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. There were no options exercised during the three and nine months ended September 30, 2014.

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As of September 30, 2014, approximately $11,000 of total unrecognized compensation costs will be recognized $5,000 in the remaining three months of 2014 and $6,000 in 2015.

8.  CONVERTIBLE PROMISSORY NOTES

	September 30,	December 31,
	2014	2013
Convertible promissory notes with interest at 12% per annum, convertible into common shares at the fixed price of $0.25 per share. Maturity dates range from December 31, 2014 to November 11, 2018, net of unamortized discount of $445,484 and $686,289, respectively. (A)	$    329,516	$  313,711
Convertible promissory notes with interest at 12% per annum, convertible into common shares at fixed price of $0.35 per share. Matured on May 30, 2013 (B)	-	354,515
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price of $0.35 per share. Maturity dates range from October 13, 2014 to October 22, 2014, net of unamortized discount of $7,886 and $115,873, respectively.(D)	242,656	334,127
Convertible promissory notes with interest at 8% per annum, convertible into common shares at a fixed price of $0.30 per share. Matured on October 13, 2013. (C)	250,000	250,000
Convertible promissory notes with interest at 9% per annum, convertible into common shares at the lesser of $0.35 per share or a 10% discount to the market value the day prior to the date of conversion. Matured and repaid on January 6, 2014.	-	250,000
	822,172	1,502,353
Less current portion:	(734,272)	(1,489,253)
Long-term portion:	$      87,900	$          13,100

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(A)

The Company paid back four debt holders’ loans totaling $225,000 during three months ended September 30, 2014.

(B)

The Company paid back all principal and interest in August 2014.

(C)

On November 13, 2014, the Company extended the maturity date of this note to December 31, 2014 in exchange for (1) a new warrant to purchase 500,000 shares of common stock with an exercise price at $0.25 per share and a life of five years; and (2) an extension of all existing warrants for another five years and the lowering the warrants excise price to $0.25.  The Company needs to pay $100,000 principle within 10 days of the execution of this agreement.

(D) One note in the amount of $50,000, which was to mature on October 13, 2014, was fully repaid in September 2014. One note for $400,000, which matured on October 22, 2014, was repaid $100,000 in August 2014 and $50,000 in September 2014. The remaining balance of $250,000 was not repaid on its due date of October 22, 2014. On November 11, 2014, the Company extended the maturity date of this note to December 15, 2014. Under the agreement, the Company needs to pay $100,000 within 10 days of the execution of this agreement.

The Company recorded approximately $128,629 and $75,000 of interest expense pursuant to the amortization of the above note discounts for the three months ended September 30, 2014 and 2013, and $348,000 and $288,000 for the nine months then ended, respectively.

The intrinsic value for the convertible feature of outstanding convertible promissory notes as of September 30, 2014 and December 31, 2013 was approximately $0.

9. PROMISSORY NOTES

On March 28, 2014, the Company issued a promissory note in the principal amount of $200,000 at a stated interest rate of 10% per annum. The note matures on December 31, 2014. The Company has the right to convert all or a portion of the convertible note plus any unpaid interest into shares representing a 20% nonvoting membership interest in GAIM.

On March 31, 2014, the Company issued a promissory note in the principal amount of $30,000 at a stated interest rate of 10% per annum. The note matures on January 13, 2015.  The Company has the right to convert all or a portion of the convertible note plus any unpaid interest into shares representing a 3% nonvoting membership interest in GAIM.

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In May and June 2014, the Company sold and issued five promissory notes in the combined principal amount of $670,000 at a stated interest rate of 12% per annum with maturity dates of 2 to 3 months. In addition, the Company granted warrants to purchase 5,679,725 shares of common stock at an exercise price of $0.25 per share. The warrants have a life of 3 to 5 years and were fully vested on the date of the grant. In addition, the warrant agreement has a cashless exercise provision.  

The gross proceeds from the sale of these notes of $670,000 were recorded net of a discount of $365,730, which was the relative fair value of the warrants. The debt discount was being accreted as additional interest expense ratably over the term of the notes. The Company has paid back all principal and interest accrued in July and August 2014.

10.  WARRANTS

On January 2, 2013, GAHI granted to a consultant of GAIM, warrants to purchase 1,000,000 shares of common stock. The warrants are exercisable at $0.25 per common share and expire on January 1, 2021.  400,000 warrants vested immediately upon signing the independent contractor agreement, with a fair value of approximately $91,000 at the grant date recognized during the nine months ended September 30, 2013. 50,000 warrants vest for every $25,000,000 assets under management (“AUM”) (up to 600,000 warrants for $300,000,000 AUM) brought into the Company.  Each of the 50,000 warrants is measured at its then-current lowest aggregate fair value at each of the interim reporting dates.  GAIM  currently has no assets under management.

Changes in the lowest aggregate fair values result in a change in the measure of compensation cost. Weighted average assumptions used to estimate the fair value of warrants on the date of grant are as follows:

	January 2, 2013
Expected dividend yield	$ 0
Expected stock price volatility	120%
Risk free interest rate	1.25%
Expected life (years)	8 years

On April 30, 2013, the Company, Daniel D. Rubino, Robert M. Pickus, and George C. Dolatly (collectively, the “GCA Principals”) and GCA Ventures, LLC (“GCA”) entered into a management and investor rights agreement.  Pursuant to the agreement, the Company will receive financial and management consulting services from GCA and the GCA Principals in return for warrants to purchase a total of 2,500,000 common shares, at an exercise price of $0.25 per share, which will be issued and vested in three separate tranches. The first tranche of one million warrants were issued and vested concurrently with the signing.  The second and third tranche of 750,000 warrants were issued and vested six months and one year after the date of the agreement, respectively.  Each

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tranche of warrants is to expire seven years after issuance. The fair value of approximately $891,500 at the grant date is being recognized over the vesting period of one year. Weighted average assumptions used to estimate the fair value of warrants on the date of grant are as follows:  

	April 30, 2013
Expected dividend yield	$ 0
Expected stock price volatility	190%
Risk free interest rate	1.11%
Expected life (years)	7 years

The compensation related to the warrants, included in stock compensation expense in the consolidated statements of operations, was $0 and $200,587 for the three months ended September 30, 2014 and 2013, and $89,150 and $690,912 for the nine months then ended, respectively.

On March 13, 2014, the Company issued a three-year warrant to purchase 500,000 shares of common stock at $0.25 per share to a consultant pursuant to a consulting agreement. The warrant was fully vested when issued.  The fair value of approximately $252,800 at the grant date was recognized in the nine months ended September 30, 2014. Weighted average assumptions used to estimate the fair value of warrants on the date of grant are as follows:  

	March 13, 2014
Expected dividend yield	$ 0
Expected stock price volatility	288%
Risk free interest rate	0.74%
Expected life (years)	3 years

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The following tables summarize the warrant activities:

	Shares		Weighted Average Exercise Price	Weighted- Average Exercisable	Aggregate Intrinsic Value
Outstanding at December 31, 2013		21,271,487	$  0.43	21,271,487	$                  -
Granted		6,291,309	0.25	6,291,309	-
Expired		1,633,500	0.67	1,633,500	-
Cancelled and surrendered		-	-	-	-
Outstanding at September 30, 2014		25,929,296	$  0.35	25,929,296	$                  -

Exercise Price	Average Number    Outstanding	Average Contractual Life	Average Exercise price	Warrants Exercisable
0.001 $0.25 to $0.75	4,038,062 21,891,234	1.50 3.14	$   0.001 $     0.35	4,038,062 21,891,234
	25,929,296	-	-	25,929,296

11.  NON-CONTROLLING INTEREST

As of September 30, 2014, the Company had two operating subsidiaries which were not wholly owned.  The Company had a 67% equity interest in Lillybell and a 67% equity interest in MGA. As of September 30, 2014 and December 31, 2013, the third party non-controlling interests were $(244,648) and $(235,672), respectively.

12.  RELATED PARTIES

Prior to July 13, 2012, the Company had a month-to-month agreement with Broad Sword Holdings, LLC, one of the Company’s stockholders, whereby Broad Sword Holdings, LLC provided office space to the Company, which was terminated in April, 2013.  In July 2013, the Company moved to a new location under another month to month agreement, which is charged at $14,500 per month. Since June 2014, the rent increased to $17,500 per month due to additional space occupied. In November 2014, the Company

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moved to a new location and entered into to a lease agreement with a monthly rental of $10,700, which expires on May 31, 2015. During the three months ended September 30, 2014 and 2013, the Company was charged approximately $48,000 and $43,000, respectively, and $138,000 and $215,000 for the nine months then ended for continuing and discontinued operation’s office space. Considering the discontinued operation still need to pay rent after sale and continuing operation can reduce certain rental payment after the sale of discontinued operation. The Company did not allocate the rent previously charged to the discontinued operation back to the continuing operation in the consolidated statements of operations.

The minimum future rentals under this lease as of September 30, 2014 are as follows:

Period Ending December 31,		Amount
2014	$	31,200
2015		53,500
	$	84,700

Advances – related parties also represents advances to Broad Sword Holdings, LLC. Those advances are non-interest bearing and payable on demand.  At September 30, 2014 and December 31, 2013, the receivable was approximately $16,000.

13.  COMMITMENTS AND CONTINGENCIES

Litigation claims and settlements

The Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

On October 10, 2013, GACOM settled a complaint with the National Futures Association for a fine of $50,000 for certain noncompliance with Commodity Futures Trading Commission regulations.  The fine has not been paid and is included in the accounts payable and accrued expenses at September 30, 2014 and December 31, 2013.

Named directors, officers, employees and/or registered representatives of GACC have been called before FINRA for on-the-record interviews in connection with certain FINRA inquiries.  At this time, management is unable to determine what will be the ultimate outcome of such inquiries, including whether any formal investigation, proceedings or actions will be instituted against GACC or certain of its named directors, officers, employees and/or registered representatives relating to allegations of FINRA rule violations, and if so, whether any such investigation, proceedings or actions will materially impact the Company’s operations or the consolidated financial statements.

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GACC has responded to multiple requests for documents and FINRA has taken on-the-record testimony. On October 27, 2014 FINRA indicated that it may recommend enforcement proceedings against GACC, the current and prior officers of GACC, but is willing to engage in discussions about its concerns.

In October 2012, GACC received a complaint from a customer’s attorney alleging excessive commissions and one or more sales practice violations, but principally sounding in an alleged failure to execute stop loss orders. The attorney demanded payment of the sum of $642,000, allegedly representing the amount of the customer’s damages. The matter has been submitted to GACC’s insurance company to put it on notice of a potential claim. An arbitration has not been brought. Should one be brought, GACC intends to vigorously contest and defend it. Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time.

On June 5, 2013, a former customer of GACC filed a statement of claim with the FINRA Dispute Resolution against GACC.   The claim alleges churning, unsuitability, breach of fiduciary duty, federal securities law violations, common law fraud, breach of contract, and negligent supervision and requests specified damages of $150,000 and also unspecified punitive damages, attorneys’ fees, interest, and costs.  The parties are in the process of completing their discovery obligations. The Company has responded to this claim by filing an answer that disputes the subject allegations and intends to contest this matter at the arbitration, which was scheduled to be heard by a panel of FINRA arbitrators on June 9, 2014 to June 13, 2014 and was subsequently postponed to October 2014. Management is unable to determine the ultimate outcome, if any, and its effects on the Company’s consolidated financial statements at this time. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

GACC and one of its representatives (“Respondents”) are involved in a FINRA arbitration commenced by a Claimant in December 2013, alleging garden-variety sales practice claims, principally sounding in unsuitable trading.  The Claimant alleges losses of approximately $80,000.   Respondents have prepared a responsive pleading that they have submitted as pro se respondents denying the salient allegations of the claim.   The Respondents in that case intend to defend the case vigorously and believe it is without merit.  The case is in the earliest stages of discovery.  Evidentiary hearings have been scheduled for in late September or early October 2014.  Management is unable to determine the ultimate outcome, if any, and its effects on the Company’s consolidated financial statements at this time.

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On January 3, 2014, a former customer of GACC filed a statement of claim with FINRA Dispute Resolution against GACC.   The statement of claim alleges breach of fiduciary duty, breach of covenant of good faith and fair dealing, elder abuse, unfair business practices, federal and state securities law violations, fraud, and negligent misrepresentation, and requests specified damages of $452,000 and also unspecified punitive damages, attorneys’ fees, interest, and costs. GACC does not believe the claim has merit and intends to contest and defend against it vigorously. The Company has responded to this claim by filing an answer that disputes the subject allegations and intends to contest this matter at the arbitration, which was scheduled to be heard by a panel of FINRA arbitrators on January 2015. Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

On April 10, 2014, the Legal Section of FINRA formally notified GACC that it had made a preliminary determination to recommend that disciplinary action be brought against GACC for (1) failing to buy and sell corporate bonds at prices that were fair; and (2) failing to have in place a supervisory system that was reasonably designed to achieve compliance with applicable securities laws and regulations and FINRA rules.  GACC has responded and intends to contest this matter.  Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time.  

On May 5, 2014, GAHI and GACC entered into a settlement agreement in the amount of $650,000 for a previous arbitration with a former Office of Supervisory Jurisdiction (“Claimant”), in which the Claimant alleged that GACC and various of its registered representatives (“Respondents”) engaged in a concerted course of action to wrest from him his book of business by wrongfully terminating an Office of Supervisory Jurisdiction Agreement (“OSJ Agreement”). The settlement agreement provides that GAHI will pay $650,000. The Company fully paid the settlement amount in June 2014.

GACC is involved in a FINRA arbitration commenced by a Claimant alleging various claims based on excessive and unsuitable trading activity, primarily involving bonds purchased on margin, and seeks $200,000 in compensatory damages in addition to unspecified punitive damages. This matter has been scheduled for a hearing in December 2014. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

On July 2, 2014, an action was commenced by a group of individuals against GACC,  the Company, and chief executive officer of the Company, which assert claims for minimum wage and overtime violations under New York Labor Law, and seek damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. Pursuant to a stipulation, the time for defendants to answer, move or otherwise respond to the Complaint was extended to and including November 17, 2014.

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Per agreement with the purchaser of GACC (Note 1), GAHI has agree to indemnify  the purchaser from losses, third party customer complaints and claims arising from or related to the operations of the GACC on or prior to July 31, 2014 for the GACC cases as mentioned above.  Such indemnification is limited to $250,000, subject to certain limitations and exclusions. As of September 30, 2014, the Company has made a litigation escrow deposit of $100,000 within its attorney’s escrow account, which can be used to reduce the indemnity obligations for the payment in settlement of such claims.

The Company and certain of its officers were named in connection with a demand for repayment of $695,000 by PMC LLC, in a letter dated October 16, 2014 relating to the Stock Purchase Agreement by and among GAHI and PMC Capital, LLC and Barbara Desiderio, dated as of August 5, 2014. The demand seeks repayment for expenditures made by GACC prior to the sale and meets certain minimum requirements in the Stock Purchase Agreement. At this time, the Company is unable to determine the ultimate outcome of the demand or whether it will result in a formal proceeding or action against the Company or any of its officers.

14.  SUBSEQUENT EVENTS

On November 11 and 13, 2014, the Company extended the due date of two of its notes that were in payment default until December 31, 2014 and December 15, 2014, respectively. See Note 8c and 8d for the terms of extensions.

In November 2014, the Company entered into a consulting agreement with a consultant for the identification, analysis and due diligence of investment opportunities in either the technology or digital media business. In consideration for the services to be provided, the Company granted the consultant 2,500,000 warrants to acquire 2,500,000 the company’s common stock at 0.25 per share.  

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and as contained in that report, the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion contains forward-looking information.  Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Forward-looking Statements

Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this quarterly report on Form 10-Q (as well as information included in oral statements or other written statements made or to be made by Global Arena Holdings, Inc. (“GAHI”, with our subsidiaries “the Company”, “We”)) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the U.S. Private Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements which are other than statements of historical facts. Although GAHI believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to GAHI’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in GAHI’s filings with the Securities and Exchange Commission, including without limitation to Quarterly Reports on Form 10-Q.

GAHI undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q.  

Critical Accounting Policies

The Company’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for the registrant include revenue recognition, cash and cash equivalents, derivative financial instruments and accounting for the sale of Global Arena Capital Corp. (“GACC”) as a discontinued operation.

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Basis of Accounting and Presentation

The accompanying consolidated financial statements include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GACC (through August 5, 2014, the date of sale), GAIM, GACOM, Lillybell, MGA (from January 29, 2013, the date of acquisition), and GATA (through March 7, 2013, the date of sale). All significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

The Company’s revenue recognition policies comply with SEC revenue recognition rules and FASB ASC 605-10-S99.  The Company earns revenues through various services it provides to its clients.  Advisory fees are on a contractual basis with the fee stipulated in the contract and are recognized based on the terms of the contract during the period the service is provided.  Insurance commissions are recognized at the later of the billing or the effective date of the related insurance policies, net of an allowance for estimated policy cancellations.

Customer security transactions and the related commission income and expenses are recorded as of the trade date.  The Company generally acted as an agent in executing customer orders to buy or sell listed and over-the-counter securities in which it did not make a market, and charged commissions based on the services the Company provides to its customers. The commission income of GACC is included in discontinued operations.

Derivative Financial Instruments

In connection with the issuance of certain warrants that include price protection, reset or anti-dilution provisions, the Company determined that these provision features are embedded derivative instruments pursuant to FASB ASC 815“Derivatives and Hedging.” These embedded derivatives are adjusted to fair value at each balance sheet date with the change recognized in operations.  

Convertible Debt

Convertible debt is accounted for under FASB ASC 470, “Debt – Debt with Conversion and Other Options.”  The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in-capital.  The Company calculates the fair value of warrants issued with the convertible instruments

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using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.  Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis.  The allocated fair value is recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.  

The Company accounts for modifications of its Embedded Conversion Features (ECF’s) in accordance with the FASB ASC 470-50-40-12 and 40-15 through 16 which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment pursuant to FASB ASC 470-50-40/55.

Stock-Based Compensation

The fair value of stock options and stock warrants issued to third party consultants and to employees, officers and directors is recorded in accordance with the measurement and recognition criteria of FASB ASC 505-50, “Equity-Based Payments to Non-Employees” and FASB ASC 718, “Compensation – Stock Based Compensation,” respectively.

The options and warrants are valued using the Black-Scholes valuation method. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables.  These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected stock option and warrants exercise behaviors.

Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options and warrants.

Off-balance Sheet Arrangements

The Company has entered into a purchase agreement with the purchaser of GACC and has agreed to indemnify the purchaser from losses, third party customer complaints and claims arising from or related to the operations of GACC on or prior to July 31, 2014.  Such indemnification is limited to $250,000, subject to certain limitations and exclusions. As of September 30, 2014, the Company has made a litigation escrow deposit of $100,000 within its attorney’s escrow account, which can be used to reduce the indemnity obligations for the payment in settlement of such claims. Please refer to the consolidated financial statements Note 13 “Commitments and Contingencies” for additional information on other financial guarantees or other commitments to guarantee the payment obligations of any third parties.

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The Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB and the SEC did not have, or are believed by management will not have, a material impact on the Company’s present or future consolidated financial statements.

Trends and Uncertainties

The Company is a financial services firm that services the financial community through its subsidiaries. Demand for the Company’s services are dependent on general economic conditions, which are cyclical in nature.  Because a major portion of our activities are the receipt of revenues from financial services, our business operations may be adversely affected by competition, prolonged recessionary periods and other economic and political situations.

The Company has generated recurring losses and cash flow deficits from continuing operations since inception and has had to continually borrow to continue operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations.  As further described in “Liquidity and Capital Resources”, management believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its operating plan. The Company plans to use its available cash to continue the development and execution of its business plan and continue its business.  However, the Company can give no assurance that such financing will be available or on terms acceptable to the Company, or at all.  Should the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activities.  

There are no material commitments for capital expenditures at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from our continuing operations except for the fair value change on derivative financial instrument and settlement on arbitration.

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The Company has indemnified the purchaser of GACC from losses and third party complaints and claims related to GACC’s operation through July 31, 2014 for up to $250,000. If it becomes necessary to indemnify the purchaser of GACC, this could have a significant effect on the Company’s net income (loss) and its continuing operations.

The rapid advances in computing and telecommunications technology over the past several decades have brought with them increasingly sophisticated methods of delivering financial services through electronic channels. Along with these advances, though, have come risks regarding the integrity and privacy of data, and these risks apply to financial institutions, probably more than any other industry, falling into the general classification of cybersecurity. While it is not possible for anyone to give an absolute guarantee that data will not be compromised, the Company believes that its third-party service providers provide a reasonable assurance that the financial and personal data that it holds are secure.

Liquidity and Capital Resources

As of September 30, 2014, the Company has an accumulated deficit of $1,824,706  and a working capital deficiency of $1,870,706.  Our ability to continue as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as needed.

During the nine months ended September 30, 2014, the Company had a net loss from continuing operations of $(2,282,140), net income of $500,685, and net cash used in its operating activities was $1,565,149.  Comparatively, during the nine months ended September 30, 2013, the Company had a net loss from continuing operations of $(3,881,442), net loss of $(3,562,675) and net cash used in its operating activities amounted to $819,788.

During the nine months ended September 30, 2014, the Company had investing activities which was the sale of GACC with proceeds of $2,000,000.  Comparatively, during the nine months ended September 30, 2013, Global Arena Holding received proceeds of $35,714 from the sale of a 25% interest in GAIM, and proceeds of $495 from the sale of GATA, resulting in net cash provided by investing activities of $36,209.  

During the nine months ended September 30, 2014, the Company, using proceeds of $904,987 from the issuance of promissory notes and with available cash, was able to pay down convertible debt of $1,704,000, resulting in net cash used by financing activities of $799,013 for the nine months ended September 30, 2014. Comparatively, during the nine months ended September 30, 2013, the Company received proceeds of $564,287 from the issuance of common stock and warrants, proceeds of $105,000 from convertible

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promissory notes, repaid $150,000 of convertible promissory notes and received advances of $16,878 from related parties, resulting in net cash provided by financing activities of $536,165 for the nine months ended September 30, 2013.

Management believed the sale of Global Arena Capital Corp, provided it with the ability to reduce the Company’s debt burden, and enhance shareholder value. The sale also gives Management the ability to refocus its future broker dealer operations away from retail sales and towards Institutional Sales and Investment Banking.

The sale also gives GAHI the ability to refocus on its acquisition and growth strategy for the Company’s subsidiary Global Arena Investment Management, a Registered Investment Advisory. Management intends to hire additional Registered Investment Advisors, and Sub Advisors, to assist in the growth of assets under management. Currently, Management is in the process of changing investment managers, and exploring the possibility of closing it’s off shore investment vehicle and opening a fully registered fund for US clients.

Management is currently in discussions regarding the potential asset acquisition of Elections Services Solutions  LLC (“ESS”), a US based company that provides comprehensive technology-enabled election services, primarily for Organized Labor Associations. ESS key employees have been in the elections business since 1981, and have managed over 6000 labor elections.  We are negotiating the principal terms and conditions of any such acquisition which would likely involve issuing restricted shares of our common stock as consideration, paying a cash purchase price and assuming certain liabilities. Our chairman is the son of one of the principal stockholder of ESS.  Accordingly, our chairman has recused himself from our board’s consideration of this potential acquisition.  There can be no assurance that our proposed acquisition will ultimately be consummated.  

Going forward, Management will also focus on other investments with a specific interest in finance, technology and real estate.

Management believes that it will be able to continue its operations and further advance its acquisition plans. However, management cannot give assurances that such plans will materialize in the near term or on terms advantageous to the Company, or at all. Should the Company not be successful in its new business plans or obtain additional financing, the Company would need to curtail certain or all of its operating activities.

The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” modification in their auditors’ report dated April 15, 2014 included in our form 10k filed with the Securities and Exchange Commission .  A “going concern” modification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot presently be determined.

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The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.

Results of Operations

Nine Months Ended September 30, 2014 compared to the Nine Months Ended September 30, 2013.

Revenues from continuing operations for the nine months ended September 30, 2014 consisted of commissions and other revenue of $53,987 compared to $214,309 for the prior comparative nine months ended September 30, 2013, a decrease of $160,322 due to decreased activity in commodities.  

Salaries and benefits and stock-based compensation from continuing operations totaled $888,569 for the nine months ended September 30, 2014 compared to $1,459,973 for the prior comparative nine months ended September 30, 2013, a decrease of $571,404 due to the reduced number of employees principally in the commodities group and certain warrants issued for consulting services which were fully amortized in the current period.

Professional fees from continuing operations for the nine months ended September 30, 2014 amounted to $582,547 compared to $586,841 for the prior comparative nine months ended September 30, 2013, an decrease of $4,294.

For the nine months ended September 30, 2014, we had occupancy expenses from continuing operations of $91,284, business development expenses of $300,026, regulatory fees of $2,159 and office and other expenses of $102,302, totaling $495,771. Comparatively, for the nine months ended September 30, 2013, we had occupancy expenses of $139,288, business development expenses of $246,412, regulatory fees of $16,225, and office and other expenses of $88,463 totaling $490,388.  Occupancy cost decreased by $48,004 due to our move to reduced office space resulting lower lease cost.

For the nine months ended September 30, 2014, we had a nonrecurring expense of $650,000 due to an arbitration settlement.

Total operating expenses for the nine months ended September 30, 2014 were $2,730,497 compared to $2,627,602 for the comparative nine months ended September 30, 2013, an increase of $102,895 principally due to the settlement of arbitration as discussed above.

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For the nine months ended September 30, 2014, other income totaled $294,370 compared to other loss of $1,468,149 for the prior comparative nine months ended September 30, 2013, an increase of $1,762,569 which was principally due to the increase in the fair value of a derivative liability as a result of the decrease in our stock price.

Income from discontinued operations for the nine months ended September 30, 2014 amounted to $968,869 compared to $318,767 for the prior comparative nine months ended September 30, 2013, an increase of $650,102 principally due to the overall increase in the commission revenue of GACC.

Three Months Ended September 30, 2014 compared to the Three Months Ended September 30, 2013.

Revenues from continuing operations for the three months ended September 30, 2014 consisted of commissions and other revenue of $37,845 compared to $60,288 for the prior comparative three months ended September 30, 2013, a decrease of $22,443 due to decreased activity in commodities.  

Salaries and benefits and stock-based compensation from continuing operations totaled $178,313 for the three months ended September 30, 2014 compared to $427,650 for the prior comparative three months ended September 30, 2013, a decrease of $249,337 due to the reduced number of employees principally in the commodities group and certain warrants issued for consulting services which were fully amortized in the current period.

Professional fees from continuing operations for the three months ended September 30, 2014 amounted to $158,578 compared to $115,684 for the prior comparative three months ended September 30, 2013, an increase of $42,894 due to additional professional time negotiating with promissory note holders to amend existing debts and issuing additional promissory notes.

For the three months ended September 30, 2014, we had occupancy expenses from continuing operations of $46,102, business development expenses of $88,873, regulatory fees of $523 and office and other expenses of $36,510, totaling $172,008. Comparatively, for the three months ended September 30, 2013, we had occupancy expenses of $22,622, business development expenses of $89,655, regulatory fees of $6,986, and office and other expenses of $25,053 totaling $144,316.  Occupancy cost increased by $23,480 due to the relocation of the Company.

Total operating expenses for the three months ended September 30, 2014 were $610,768 compared to $715,011 for the comparative three months ended September 30, 2013, an decrease of $104,243 principally due to decrease in salaries and stock-based compensation as discussed above.

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Interest expense for the three months ended September 30, 2014 was $363,918 compared to $114,463 for the comparative prior three months ended September 30, 2013, an increase of $249,455 principally due to higher interest rates on convertible promissory notes and increased debt.  Change in the fair value of derivative liability for the three months ended September 30, 2014 was an increase $29,400 compared to reduction of $842,400 for the comparative three months ended September 30, 2013, an increase of $871,800 as a result of the decrease in our stock price.

Income from discontinued operations for the three months ended September 30, 2014 amounted to $241,435 compared to $74,222 for the prior comparative three months ended September 30, 2013, an increase of $167,213 principally due to the overall increase in commission revenue of GACC.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2014.  We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of September 30, 2014 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Evaluation of Changes in Internal Control over Financial Reporting

Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2014.  Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

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PART II - OTHER INFORMATION

Item 1.   Legal Proceedings  

The Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

On October 10, 2013, GACOM settled a complaint with the National Futures Association for a fine of $50,000 for certain noncompliance with Commodity Futures Trading Commission regulations.  The fine has not been paid and is included in the accounts payable and accrued expenses at September 30, 2014 and December 31, 2013.

Named directors, officers, employees and/or registered representatives of GACC have been called before FINRA for on-the-record interviews in connection with certain FINRA inquiries.  At this time, management is unable to determine what will be the ultimate outcome of such inquiries, including whether any formal investigation, proceedings or actions will be instituted against GACC or certain of its named directors, officers, employees and/or registered representatives relating to allegations of FINRA rule violations, and if so, whether any such investigation, proceedings or actions will materially impact the Company’s operations or the consolidated financial statements.

GACC has responded to multiple requests for documents and FINRA has taken on-the-record testimony. On October 27, 2014 FINRA indicated that it may recommend enforcement proceedings against GACC, the current and prior officers of GACC, but is willing to engage in discussions about its concerns.

In October 2012, GACC received a complaint from a customer’s attorney alleging excessive commissions and one or more sales practice violations, but principally sounding in an alleged failure to execute stop loss orders. The attorney demanded payment of the sum of $642,000, allegedly representing the amount of the customer’s damages. The matter has been submitted to GACC’s insurance company to put it on notice of a potential claim. An arbitration has not been brought. Should one be brought, GACC intends to vigorously contest and defend it. Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time.

On June 5, 2013, a former customer of GACC filed a statement of claim with the FINRA Dispute Resolution against GACC.   The claim alleges churning, unsuitability, breach of fiduciary duty, federal securities law violations, common law fraud, breach of contract, and negligent supervision and requests specified damages of $150,000 and also unspecified punitive damages, attorneys’ fees, interest, and costs.  The parties are in the process of completing their discovery obligations. The Company has responded to this claim by filing an answer that disputes the subject allegations and intends to contest this matter at the arbitration, which was scheduled to be heard by a panel of FINRA arbitrators on June 9, 2014 to June 13, 2014 and was subsequently postponed to October

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2014. Management is unable to determine the ultimate outcome, if any, and its effects on the Company’s consolidated financial statements at this time. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

GACC and one of its representatives (“Respondents”) are involved in a FINRA arbitration commenced by a Claimant in December 2013, alleging garden-variety sales practice claims, principally sounding in unsuitable trading.  The Claimant alleges losses of approximately $80,000.   Respondents have prepared a responsive pleading that they have submitted as pro se respondents denying the salient allegations of the claim.   The Respondents in that case intend to defend the case vigorously and believe it is without merit.  The case is in the earliest stages of discovery.  Evidentiary hearings have been scheduled for in late September or early October 2014.  Management is unable to determine the ultimate outcome, if any, and its effects on the Company’s consolidated financial statements at this time.

On January 3, 2014, a former customer of GACC filed a statement of claim with FINRA Dispute Resolution against GACC.   The statement of claim alleges breach of fiduciary duty, breach of covenant of good faith and fair dealing, elder abuse, unfair business practices, federal and state securities law violations, fraud, and negligent misrepresentation, and requests specified damages of $452,000 and also unspecified punitive damages, attorneys’ fees, interest, and costs. GACC does not believe the claim has merit and intends to contest and defend against it vigorously. The Company has responded to this claim by filing an answer that disputes the subject allegations and intends to contest this matter at the arbitration, which was scheduled to be heard by a panel of FINRA arbitrators on January 2015. Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

On April 10, 2014, the Legal Section of FINRA formally notified GACC that it had made a preliminary determination to recommend that disciplinary action be brought against GACC for (1) failing to buy and sell corporate bonds at prices that were fair; and (2) failing to have in place a supervisory system that was reasonably designed to achieve compliance with applicable securities laws and regulations and FINRA rules.  GACC has responded and intends to contest this matter.  Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time.  

On May 5, 2014, GAHI and GACC entered into a settlement agreement in the amount of $650,000 for a previous arbitration with a former Office of Supervisory Jurisdiction (“Claimant”), in which the Claimant alleged that GACC and various of its registered representatives (“Respondents”) engaged in a concerted course of action to wrest from him his book of business by wrongfully terminating an Office of Supervisory Jurisdiction Agreement (“OSJ Agreement”). The settlement agreement provides that GAHI will pay $650,000. The Company fully paid the settlement amount in June 2014.

47

GACC is involved in a FINRA arbitration commenced by a Claimant alleging various claims based on excessive and unsuitable trading activity, primarily involving bonds purchased on margin, and seeks $200,000 in compensatory damages in addition to unspecified punitive damages. This matter has been scheduled for a hearing in December 2014. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

On July 2, 2014, an action was commenced by a group of individuals against GACC, the Company, and chief executive officer of the Company, which assert claims for minimum wage and overtime violations under New York Labor Law, and seek damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. Pursuant to a stipulation, the time for defendants to answer, move or otherwise respond to the Complaint was extended to and including November 17, 2014.

Per agreement with the purchaser of GACC (Note 1), GAHI has agree to indemnify  the purchaser from losses, third party customer complaints and claims arising from or related to the operations of the GACC on or prior to July 31, 2014 for the GACC cases as mentioned above.  Such indemnification is limited to $250,000, subject to certain limitations and exclusions. As of September 30, 2014, the Company has made a litigation escrow deposit of $100,000 within its attorney’s escrow account, which can be used to reduce the indemnity obligations for the payment in settlement of such claims.

The Company and certain of its officers were named in connection with a demand for repayment of $695,000 by PMC LLC, in a letter dated October 16, 2014 relating to the Stock Purchase Agreement by and among GAHI and PMC Capital, LLC and Barbara Desiderio, dated as of August 5, 2014. The demand seeks repayment for expenditures made by GACC prior to the sale and meets certain minimum requirements in the Stock Purchase Agreement. At this time, the Company is unable to determine the ultimate outcome of the demand or whether it will result in a formal proceeding or action against the Company or any of its officers.

The Company records legal costs associated with loss contingencies as incurred and accrued for all probable and estimable settlements.

Item 1A.  Risk Factors

Not applicable for smaller reporting company

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.   Defaults Upon Senior Securities  

As discussed in detail under Note 8, section c and d, GAHI has outstanding promissory notes which were considered in default.  The Company and the lender have extended the due dates of these outstanding promissory notes.

48

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.   Other Information  

None

Item 6.   Exhibits

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of

  2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of

  2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**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. To be filed by amendment.

49

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.

Dated: November 18, 2014

Global Arena Holding, Inc.

/s/John Matthews

   John Matthews,

   Chief Executive Officer

/s/Joshua Winkler

   Joshua Winkler,

   Chief Financial Officer

50

EX-31

302 CERTIFICATION

I, John Matthews, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Global Arena Holding, Inc.;

         2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

         4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

      b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

         5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

         a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

         b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 18, 2014

/s/John Matthews

John Matthews

Chief Executive Officer

302 CERTIFICATION

I, Joshua Winkler, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Global Arena Holding, Inc.;

         2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

         4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

      b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

         5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

         a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

         b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 18, 2014

/s/Joshua Winkler

Joshua Winkler

Chief Financial Officer

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Global Arena Holding, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/John Matthews

John Matthews

Chief Executive Officer

November 18, 2014

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Global Arena Holding, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Joshua Winkler

Joshua Winkler

Chief Financial Officer

November 18, 2014

XML

STOCK OPTION - Weighted average assumptions used to estimate the fair value of stock options (Details) (Stock options)	1 Months Ended
	Jan. 29, 2013	Dec. 27, 2012	Jul. 17, 2012
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Expected stock price volatility	120.00%	140.00%	130.00%
Risk free interest rate	0.15%	0.25%	0.32%
Expected life (years)	1 year	2 years 6 months	3 years

XML

COMMITMENTS AND CONTINGENCIES (Detail Textuals) (USD $)	0 Months Ended		1 Months Ended		12 Months Ended				0 Months Ended
	Jul. 02, 2014	Jul. 05, 2013	Dec. 31, 2013	Oct. 31, 2012	Jan. 03, 2014	Sep. 30, 2014	May 05, 2014	Jun. 05, 2013	May 05, 2014 GACOM	Oct. 10, 2013 GACOM	Jul. 02, 2014 PMC LLC and Barbara Desiderio Stock and purchase agreement
Commitments And Contingencies [Line Items]
Value alleges and seeks by claimant for damages		$ 150,000	$ 80,000		$ 452,000				$ 650,000	$ 50,000
Payment demanded for damages				642,000
Fine fully paid on execution of AWC									650,000
Threshold limit potential expenses or liability covered by insurance					25,000		25,000	25,000
Compensatory damages in addition to unspecified punitive damages									200,000
Indemnification of losses related to operations	250,000
Litigation escrow deposit						100,000
Repayment of demand											$ 695,000

XML

WARRANTS - Summary of warrants by exercise price (Details 2) (USD $)				9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Nov. 15, 2013	Sep. 30, 2014 Exercise price of $0.001	Sep. 30, 2014 Exercise price $0.25 to $0.75	Sep. 30, 2014 Exercise price $0.25 to $0.75 Minimum	Sep. 30, 2014 Exercise price $0.25 to $0.75 Maximum
Class of Warrant or Right [Line Items]
Exercise Price			$ 0.25	$ 0.001		$ 0.25	$ 0.75
Average Number Outstanding	25,929,296	21,271,487		4,038,062	21,891,234
Average Contractual Life				1 year 6 months	3 years 1 month 21 days
Average Exercise price				0.001	0.35
Warrants Exercisable	25,929,296			4,038,062	21,891,234

XML

SUBSEQUENT EVENTS (Detail Textuals) (USD $)		1 Months Ended
	Nov. 15, 2013	Nov. 30, 2014 Subsequent Event Consulting Agreement Note
Subsequent Event [Line Items]
Number of notes		2
Number of warrant granted		2,500,000
Common stock acquired		2,500,000
Exercise price of warrants	$ 0.25	$ 0.25

XML

WARRANTS - Summary of weighted average assumptions used to estimate fair value (Details) (Warrants)	0 Months Ended		1 Months Ended
	Mar. 13, 2014	Jan. 02, 2013	Apr. 30, 2013
Warrants
Class of Warrant or Right [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Expected stock price volatility	288.00%	120.00%	190.00%
Risk free interest rate	0.74%	1.25%	1.11%
Expected life (years)	3 years	8 years	7 years

XML

NET INCOME (LOSS) PER SHARE - Total shares issuable upon the exercise of outstanding warrants and conversion of convertible promissory notes (Details)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents	33,330,663	21,716,571
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents	25,891,594	14,781,675
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents	5,064,069	4,559,896
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents	2,375,000	2,375,000

XML

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Schedule of fair value measurements of level 1, 2 and 3

September 30, 2014	Level 1	Level 2	Level 3	Total
Derivative financial instruments	$                 -	$                -	$     402,000	$      402,000
December 31, 2013	Level 1	Level 2	Level 3	Total
Derivative financial instruments	$                 -	$                -	$  1,603,514	$  1,603,514

Schedule of level 3 reconciliation of the beginning and ending balances of the fair value measurements

Balance, December 31, 2013	$    1,603,514
Cancellation of derivative liability included in other (income)   expenses	(35,714)
Change in fair value included in other (income) expenses	(1,165,800)
Balance, September 30, 2014	$       402,000

XML

WARRANTS (Detail Textuals 1) (USD $)	3 Months Ended		9 Months Ended				0 Months Ended		1 Months Ended	3 Months Ended		9 Months Ended				1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Nov. 15, 2013	Mar. 13, 2014 Warrants	Jan. 02, 2013 Warrants	Apr. 30, 2013 Warrants	Sep. 30, 2014 Warrants	Sep. 30, 2013 Warrants	Sep. 30, 2014 Warrants	Sep. 30, 2013 Warrants	Sep. 30, 2014 Warrants Consulting Agreement	Mar. 13, 2014 Warrants Consulting Agreement	Apr. 30, 2013 Warrants GCA Principals And GCA Ventures LLC Management And Investor Rights Agreement Tranche	Apr. 30, 2013 Warrants GCA Principals And GCA Ventures LLC Management And Investor Rights Agreement First Tranche	Apr. 30, 2013 Warrants GCA Principals And GCA Ventures LLC Management And Investor Rights Agreement Second Tranche	Apr. 30, 2013 Warrants GCA Principals And GCA Ventures LLC Management And Investor Rights Agreement Third Tranche
Class of Warrant or Right [Line Items]
Number of tranches to issue shares																3
Number of common stock called by warrants						1,179,130									500,000	2,500,000
Exercise price of warrants						$ 0.25									$ 0.25	$ 0.25
Number of warrants issued	25,929,296		25,929,296		21,271,487												1,000,000	750,000	750,000
Expiration period of tranche of warrants after issuance																	7 years	7 years	7 years
Fair value of warrants														$ 252,800		$ 891,500
Stock-based compensation	$ 13,580	$ 270,488	$ 498,037	$ 991,405						$ 0	$ 200,587	$ 89,150	$ 690,912
Expected life (years)							3 years	8 years	7 years

XML

CONVERTIBLE PROMISSORY NOTES (Details) (USD $)	Sep. 30, 2014		Dec. 31, 2013
Debt Instrument [Line Items]
Convertible promissory notes	$ 822,172		$ 1,502,353
Less current portion:	(734,272)		(1,489,253)
Long-term portion:	87,900		13,100
Convertible Promissory Notes Maturity Date 11 November 2018
Debt Instrument [Line Items]
Convertible promissory notes	329,516	[1]	313,711	[1]
Convertible Promissory Notes Maturity Date 30 May 2013
Debt Instrument [Line Items]
Convertible promissory notes		[2]	354,515	[2]
Convertible Promissory Notes Maturity Date 22 October 2014
Debt Instrument [Line Items]
Convertible promissory notes	242,656	[3]	334,127	[3]
Convertible Promissory Notes Maturity Date 13 October 2013
Debt Instrument [Line Items]
Convertible promissory notes	250,000	[4]	250,000	[4]
Convertible promissory Notes Maturity Date 6 January 2014
Debt Instrument [Line Items]
Convertible promissory notes			$ 250,000

[1] The Company paid back four debt holders' loans totaling $225,000 during three months ended September 30, 2014.

[2] The Company paid back all principal and interest in August 2014.

[3] One note in the amount of $50,000, which was to mature on October 13, 2014, was fully repaid in September 2014. One note for $400,000, which matured on October 22, 2014, was repaid $100,000 in August 2014 and $50,000 in September 2014. The remaining balance of $250,000 was not repaid on its due date of October 22, 2014. On November 11, 2014, the Company extended the maturity date of this note to December 15, 2014. Under the agreement, the Company needs to pay $100,000 within 10 days of the execution of this agreement.

[4] On November 13, 2014, the Company extended the maturity date of this note to December 31, 2014 in exchange for (1) a new warrant to purchase 500,000 shares of common stock with an exercise price at $0.25 per share and a life of five years; and (2) an extension of all existing warrants for another five years and the lowering the warrants excise price to $0.25. The Company needs to pay $100,000 principle within 10 days of the execution of this agreement.

XML

FAIR VALUE MEASUREMENTS - Assets and liabilities required to be reflected within the fair value hierarchy (Details) (Warrants, USD $)	Sep. 30, 2014	Dec. 31, 2013
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments - warrants
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments - warrants
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments - warrants	402,000	1,603,514
Total
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments - warrants	$ 402,000	$ 1,603,514

XML

RELATED PARTIES (Details) (USD $)	Dec. 31, 2013
Related Party Transactions [Abstract]
2014	$ 31,200
2015	53,500
Total	$ 84,700

XML

WARRANTS - Summary of warrants activities (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2014
Shares
Outstanding at December 31, 2013	21,271,487
Granted	6,291,309
Exercised	1,633,500
Cancelled and surrendered
Outstanding at September 30, 2014	25,929,296
Weighted Average Exercise Price
Outstanding at December 31, 2013	0.43
Granted	0.25
Exercised	0.67
Cancelled and surrendered
Outstanding at September 30, 2014	0.35
Weighted- Average Exercisable
Outstanding at December 31, 2013	21,271,487
Granted	6,291,309
Exercised	1,633,500
Cancelled and surrendered
Outstanding at September 30, 2014	25,929,296
Aggregate Intrinsic Value
Outstanding at December 31, 2013
Granted
Exercised
Cancelled and surrendered
Outstanding at September 30, 2014

XML

RECENTLY ISSUED ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2014

Accounting Changes and Error Corrections [Abstract]

RECENTLY ISSUED ACCOUNTING STANDARDS

3.  RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and requires additional disclosures if certain criteria are met. This guidance is effective for fiscal periods ending after December 15, 2016, with early adoption permitted. The adoption of this guidance is not expected to impact our consolidated financial statements or related disclosures.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities: Elimination of Certain Financial Reporting Requirements”, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  This ASU amends FASB ASC Topic 915, Development Stage Entities, to remove all incremental financial reporting requirements for development stage entities, thereby improving financial reporting by reducing the cost and complexity associated with providing that information.  The amendments in this ASU also eliminate an exception provided to development stage entities in FASB ASC 810 for determining whether an entity is a variable interest entity (VIE) on the basis of the amount of investment equity that is at risk.  The amendments in this ASU remove the definition of development stage entity from the FASB ASC Master Glossary, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (i) present inception-to-date information on the statements of income, cash flows, and shareholders’ 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, (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 amendments also clarify that the guidance in FASB ASC 275, Risks and Uncertainties, is applicable to entities that have not yet commenced planned principal operations.  The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of FASB ASC 915 should be applied retrospectively, except for the clarification to FASB ASC 275, which should be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.  Earlier implementation is allowed for any period where the reporting entity’s annual or interim financial statements have not yet been made available for issuance.  This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company has not yet determined the potential impact of this updated authoritative guidance on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The Company is currently evaluating the potential impact of this updated authoritative guidance on its consolidated financial statements.

XML

CONVERTIBLE PROMISSORY NOTES (Parentheticals) (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Convertible Promissory Notes Maturity Date 11 November 2018
Debt Instrument [Line Items]
Convertible promissory note interest rate	12.00%
Convertible promissory notes fixed conversion price	$ 0.25
Convertible promissory notes unamortized discount	$ 445,484	$ 686,289
Convertible promissory notes maturity date from	Dec. 31, 2014
Convertible promissory notes maturity date to	Nov. 11, 2018
Convertible Promissory Notes Maturity Date 30 May 2013
Debt Instrument [Line Items]
Convertible promissory note interest rate	12.00%
Convertible promissory notes fixed conversion price	$ 0.35
Convertible promissory notes maturity date	May 31, 2013
Convertible Promissory Notes Maturity Date 22 October 2014
Debt Instrument [Line Items]
Convertible promissory note interest rate	12.00%
Convertible promissory notes fixed conversion price	$ 0.35
Convertible promissory notes unamortized discount	$ 7,886	$ 115,873
Convertible promissory notes maturity date from	Oct. 13, 2014
Convertible promissory notes maturity date to	Oct. 22, 2014
Convertible Promissory Notes Maturity Date 13 October 2013
Debt Instrument [Line Items]
Convertible promissory note interest rate	8.00%
Convertible promissory notes fixed conversion price	$ 0.30
Convertible promissory notes maturity date	Oct. 13, 2013
Convertible promissory Notes Maturity Date 6 January 2014
Debt Instrument [Line Items]
Convertible promissory note interest rate	9.00%
Convertible promissory notes fixed conversion price	$ 0.35
Convertible promissory notes discount to market value	10.00%
Convertible promissory notes maturity date	Jan. 06, 2014

XML

RELATED PARTIES (Tables)

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

schedule of minimum future rentals

Period Ending December 31,		Amount
2014	$	31,200
2015		53,500
	$	84,700

XML

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2014

Warrants and Rights Note Disclosure [Abstract]

Schedule of fair value assumptions used to estimate the fair value of warrants

	January 2, 2013
Expected dividend yield	$ 0
Expected stock price volatility	120%
Risk free interest rate	1.25%
Expected life (years)	8 years

	April 30, 2013
Expected dividend yield	$ 0
Expected stock price volatility	190%
Risk free interest rate	1.11%
Expected life (years)	7 years

	March 13, 2014
Expected dividend yield	$ 0
Expected stock price volatility	288%
Risk free interest rate	0.74%
Expected life (years)	3 years

Schedule of warrants activity

	Shares		Weighted Average Exercise Price	Weighted- Average Exercisable	Aggregate Intrinsic Value
Outstanding at December 31, 2013		21,271,487	$  0.43	21,271,487	$                  -
Granted		6,291,309	0.25	6,291,309	-
Expired		1,633,500	0.67	1,633,500	-
Cancelled and surrendered		-	-	-	-
Outstanding at September 30, 2014		25,929,296	$  0.35	25,929,296	$                  -

Exercise Price	Average Number    Outstanding	Average Contractual Life	Average Exercise price	Warrants Exercisable
0.001 $0.25 to $0.75	4,038,062 21,891,234	1.50 3.14	$   0.001 $     0.35	4,038,062 21,891,234
	25,929,296	-	-	25,929,296

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CONVERTIBLE PROMISSORY NOTES (Detail Textuals) (USD $)	3 Months Ended		9 Months Ended				3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended				3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Nov. 15, 2013	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 11 November 2018 Debt_Holders	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 11 November 2018	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 13 October 2013	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 13 October 2013	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 13 October 2014	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 22 October 2014	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 30 August 2014	Sep. 30, 2014 Convertible Promissory Notes Maturity Date 15 December 2014	Nov. 30, 2014 Convertible Promissory Notes Maturity Date 15 December 2014
Debt Instrument [Line Items]
Convertible promissory notes includes one vote amount											$ 50,000	$ 400,000	$ 100,000		$ 50,000
Interest expense pursuant to amortization of note discounts	128,629	75,000	348,000	288,000				12
Intrinsic value of outstanding convertible promissory notes	0		0		0
Exercise price of warrants						$ 0.25			$ 0.25	$ 0.25
Warrant expiration period										5 years
Warrant expiration extension period										5 years
Number of debt holders loans paid							4
Amount of loans paid							225,000		100,000
Number of common stock called by warrants						1,179,130			500,000	500,000
Number of days for principle amount need to pay of the execution of agreement										10 days
Unpaid balance														$ 250,000

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ORGANIZATION (Details 1) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Operating expenses
Income from discontinued operations	$ 1,813,956		$ 1,813,956
GACC
Revenues
Commissions and other	3,362,048	2,833,917	18,455,830	7,313,462
Total revenues	3,362,048	2,833,917	18,455,830	7,313,462
Operating expenses
Commissions	2,655,848	2,109,300	15,481,994	5,316,824
Salaries and benefits	128,277	190,028	578,543	447,137
Occupancy	10,469	20,906	55,532	75,727
Business development	1,793	8,251	25,387	26,132
Professional fees	22,520	40,150	177,589	164,674
Clearing and operations	118,737	304,845	886,708	760,033
Regulatory fees	26,761	73,109	65,249	139,032
Office and other	15,041	12,805	57,005	56,071
Total operating expenses	2,979,446	2,759,394	17,328,007	6,985,630
Income from operations	382,602	74,523	1,127,823	327,832
Income taxes	141,167	301	158,954	9,065
Income from discontinued operations	$ 241,435	$ 74,222	$ 968,869	$ 318,767

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ORGANIZATION (Detail Textuals) (USD $)	0 Months Ended	9 Months Ended			0 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended		0 Months Ended
	Jul. 02, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Aug. 05, 2014 GAIM	Dec. 31, 2012 GAIM FireRock Capital, Inc.	Aug. 05, 2014 PMC Capital, LLC	Jan. 29, 2013 MGA International Brokerage LLC	Sep. 30, 2014 MGA International Brokerage LLC	Mar. 07, 2013 Global Arena Trading Advisors, LLC	Sep. 30, 2014 Lillybell Entertainment LLC	Aug. 07, 2014 GACC
Business Acquisition [Line Items]
Sale of equity interest		25.00%	25.00%			25.00%
Business acquisition, percentage of voting interests acquired								66.67%	66.67%	100.00%	66.67%	75.10%
Option to purchase common stock								300,000
Exercise price of exercisable options								$ 0.25
Exercise period of options from agreement date								1 year
Goodwill		$ 33,900		$ 33,900				$ 33,900
Business acquisition, purchase price										500
Loss on sale of GATA			(2,353)							(2,353)
Consideration for common stock sell and transfer					2,281,000		2,100,000
Percentage of common stock sell or transfer							2490.00%
Percentage of remaining common stock shares to be transfered or sell							7410.00%
Indemnification of losses related to operations	250,000						250,000
Litigation escrow deposit		$ 100,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned subsidiaries and majority owned subsidiaries, GAIM, GACOM, Lillybell, MGA from January 29, 2013, the date of acquisition, and GATA through March 7, 2013, the date of sale. The operations of GACC are included through August 5, 2014, the date of sale and have been reflected as discontinued operations.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

The unaudited interim consolidated financial statements of the Company as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the year ended December 31, 2013, previously filed with the SEC.  In the opinion of management, the interim information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2014.

Revenue Recognition

The Company’s revenue recognition policies comply with SEC revenue recognition rules and FASB ASC 605-10-S99.  The Company earns revenues through various services it provides to its clients.  Advisory fees are on a contractual basis with the fee stipulated in the contract and are recognized based on the terms of the contract during the period the service is provided.  Insurance commissions are recognized at the later of the billing or the effective date of the related insurance policies, net of an allowance for estimated policy cancellations.

Customer security transactions and the related commission income and expenses are recorded as of the trade date.  The Company generally acted as an agent in executing customer orders to buy or sell listed and over-the-counter securities in which it did not make a market, and charged commissions based on the services the Company provides to its customers.

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 certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

FASB ASC 820, “Fair Value Measurement” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability.  The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

Goodwill

In accordance with FASB ASC 805 “Business Combinations” (“ASC 805”), the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree were recognized at the acquisition date and measured at their fair values as of that date.  Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations and is not amortized in accordance with FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 addresses the amortization of intangible assets with defined lives and the impairment testing and recognition for goodwill and indefinite-lived intangible assets. The Company is required to evaluate the carrying value of its goodwill for potential impairment on an annual basis or more frequently if indicators arise. While the Company may use a variety of methods to estimate fair value for impairment testing, its primary methods are discounted cash flows and a market based analysis. When appropriate, the carrying value of these assets is reduced to fair value.  No impairment to the carrying value of goodwill has been identified by the Company.

Cash and Cash Equivalents

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.  

Deposits with Clearing Organizations

As of December 31, 2013, deposits with clearing organizations consisted primarily of cash deposits in accordance with the clearing arrangement related to the operations of GACC.

Property and Equipment

Property and equipment is recorded at cost.  Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets, which range from three to five years.  Maintenance and repairs are charged to expense as incurred; costs of major additions and betterments that extend the useful life of the asset are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized.

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long lived assets when there are indications that the assets might be impaired.  When evaluating assets for potential impairment, the Company first compares the carrying amount of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges).  If the estimated future cash flows used in this analysis are less than the carrying amount of the asset, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset to the asset’s estimated future cash flows (discounted and with interest charges).

If the carrying amount exceeds the asset’s estimated future cash flows (discounted and with interest charges), the loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets.  Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2014 and 2013.

Convertible Debt

Convertible debt is accounted for under FASB ASC 470, “Debt – Debt with Conversion and Other Options.”  The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital.  The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.  Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis.  The allocated fair value of the BCF and warrants is recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.  

The Company accounts for modifications of its Embedded Conversion Features (ECF’s) in accordance with the FASB ASC 470-50-40-12 and 40-15-16 which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment pursuant to FASB ASC 470-50-40/55.

Derivative Financial Instruments

In connection with the issuance of certain warrants that include price protection reset or anti-dilution provisions, the Company determined that these provision features are embedded derivative instruments pursuant to FASB ASC 815 “Derivatives and Hedging.”  These embedded derivatives are adjusted to fair value at each balance sheet date with the change recognized in operations.

Advertising Costs

Advertising costs are expensed as incurred.  Advertising costs, which are included in business development expenses, were deemed to be de minimus for the three and nine months ended September 30, 2014 and 2013.

Stock-Based Compensation

The fair value of stock options and stock warrants issued to third party consultants and to employees, officers and directors are recorded in accordance with the measurement and recognition criteria of FASB ASC 505-50, “Equity-Based Payments to Non-Employees” and FASB ASC 718, “Compensation – Stock Based Compensation,” respectively.

The options and warrants are valued using the Black-Scholes valuation method. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables.  These subjective variables include, but are not limited to the Company’s expected stock price volatility over the expected term of the awards, and actual and projected stock option and warrants exercise behaviors.

Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options and warrants.

Noncontrolling Interests

The Company accounts for its less than 100% interest in consolidated subsidiaries in accordance with FASB ASC 810, “Consolidation,” and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheets and reports the noncontrolling interests’ share of net income or loss under the heading “net income (loss) attributable to noncontrolling interests” in the consolidated statements of operations.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred taxes are also recognized for operating losses that are available to offset future taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  As of September 30, 2014 and December 31, 2013, the Company had deferred tax assets of approximately $4,319,000 and $4,382,000, respectively, for net operating loss carryforwards, which were fully reserved by a valuation allowance due to the significant uncertainty with respect to their future realization.

The Company follows the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns.  FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

The Company files income tax returns in the United States (Federal) and in New York State and City.  The Company is generally no longer subject to Federal, state and local income tax examinations by tax authorities for tax years prior to 2011.

Reclassifications

Certain amounts in the prior periods’ financial statements have been reclassified for comparative purposes to conform to the presentation principally related to discontinued operations in the financial statements.  These reclassifications had no effect on previously reported earnings.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Property and equipment, depreciation methods	Straight-line method
Estimated useful lives	three to five years
Stock-based compensation method	Black-Scholes valuation method
Noncontrolling interests in consolidated subsidiaries	100
Deferred tax assets	$ 4,319,000	$ 4,382,000

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STOCK OPTION - Summary of stock option activity (Details 1) (Stock options, USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Stock options
Shares
Outstanding at December 31, 2013	2,375,000
Granted
Exercised
Cancelled and expired
Forfeited
Outstanding at September 30, 2014	2,375,000	2,375,000
Vested and expected to vest at September 30, 2014	2,375,000
Exercisable at September 30, 2014	2,375,000
Weighted Average Exercise Price
Outstanding at December 31, 2013	$ 0.44
Granted
Exercised
Cancelled and expired
Forfeited
Outstanding at September 30, 2014	$ 0.44	$ 0.44
Vested and expected to vest at September 30, 2014	$ 0.44
Exercisable at September 30, 2014	$ 0.44
Weighted- Average Remaining Contractual Life, Outstanding	9 months 4 days	1 year 5 months 5 days
Weighted- Average Remaining Contractual Life, Vested and expected to vest at September 30, 2014	9 months 4 days
Weighted- Average Remaining Contractual Life, Exercisable at September 30, 2014	9 months 4 days

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RELATED PARTIES (Detail Textuals) (USD $)	1 Months Ended		3 Months Ended		9 Months Ended
	Jun. 30, 2014 Month To Month Agreement	Jul. 31, 2013 Month To Month Agreement	Sep. 30, 2014 Month To Month Agreement	Sep. 30, 2013 Month To Month Agreement	Sep. 30, 2014 Month To Month Agreement	Sep. 30, 2013 Month To Month Agreement	Sep. 30, 2014 Broad Sword Holdings, LLC	Dec. 31, 2013 Broad Sword Holdings, LLC
Related Party Transaction [Line Items]
Payments for rent per month	$ 17,500	$ 14,500			$ 10,700
Amount charged for office space			48,000	43,000	138,000	215,000
Receivables from related party							$ 16,000	$ 16,000

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CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current assets
Cash	$ 99,448	$ 463,610
Due from clearing organization	512	362,189
Advances to registered representatives and employees	53,340	112,583
Prepaid expenses and other current assets	2,839	23,981
Accounts receivable	21,305
Advances - related parties	17,163	17,163
Total current assets	194,607	979,526
Fixed assets, net of accumulated depreciation of $1,757 and $20,582, respectively		3,286
Other assets
Litigation escrow deposit	100,000
Goodwill	33,900	33,900
Deposits with clearing organizations		50,003
Total other assets	133,900	83,903
TOTAL ASSETS	328,507	1,066,715
Current liabilities
Accounts payable and accrued expenses	698,602	595,825
Commission payable	452	554,180
Convertible promissory notes payable, in default		604,515
Convertible promissory notes payable, net of debt discount of $41,270 and $315,262 at September 30, 2014 and December 31, 2013, respectively	734,272	884,738
Promissory notes payable net of debt discount of $0 at September 30, 2014	229,987
Derivative liability	402,000	1,603,514
Total current liabilities	2,065,313	4,242,772
Convertible promissory notes payable, net of debt discount of $412,100 and $486,900 at September 30, 2014 and December 31, 2013, respectively	87,900	13,100
Total liabilities	2,153,213	4,255,872
Commitment and contingencies
Stockholders' (deficiency)
Preferred stock, $0.001 par value; 2,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,850,979 shares issued at September 30, 2014 and December 31, 2013; 24,136,693 shares outstanding at September 30, 2014 and December 31, 2013	24,851	24,851
Additional paid-in capital	10,053,737	9,189,971
Accumulated (deficit)	(11,408,646)	(11,918,307)
Total Stockholders' (deficiency) excluding treasury stock and noncontrolling interest	(1,330,058)	(2,703,485)
Less: treasury stock, 714,286 shares at cost	(250,000)	(250,000)
Stockholders' (deficiency) attributable to common stockholders	(1,580,058)	(2,953,485)
Noncontrolling interests	(244,648)	(235,672)
Total stockholders' (deficiency)	(1,824,706)	(3,189,157)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)	$ 328,507	$ 1,066,715

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PROMISSORY NOTES (Detail Textuals) (USD $)		1 Months Ended
	Nov. 15, 2013	Jun. 30, 2014 Promissory note Promissory_note	May 31, 2014 Promissory note Promissory_note	Mar. 31, 2014 GAIM Promissory note	Mar. 28, 2014 GAIM Promissory note
Short-Term Debt [Line Items]
Number of promissory notes		5	5
Principal amount of promissory note sold and issued		$ 670,000	$ 670,000	$ 30,000	$ 200,000
Promissory note, interest rate		12.00%	12.00%	10.00%	10.00%
Percentage of nonvoting membership interests				3.00%	20.00%
Maturity date		2 to 3 months	2 to 3 months
Number of warrants granted to purchase common stock	1,179,130	5,679,725	5,679,725
Exercise price of warrants	$ 0.25	$ 0.25	$ 0.25
Term of warrant		3 to 5 years	3 to 5 years
Gross proceeds from sale of note		670,000	670,000
Discount on sale of note		$ 365,730	$ 365,730

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parentheticals)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Statement Of Cash Flows [Abstract]
Percentage of equity interest in GAIM	25.00%	25.00%

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DERIVATIVE FINANCIAL INSTRUMENTS (Detail Textuals) (USD $)	9 Months Ended			3 Months Ended		9 Months Ended		1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Derivatives and Hedging	Sep. 30, 2014 Warrants Derivatives and Hedging	Sep. 30, 2013 Warrants Derivatives and Hedging	Sep. 30, 2014 Warrants Derivatives and Hedging	Sep. 30, 2013 Warrants Derivatives and Hedging	May 31, 2012 Convertible promissory note Extension Agreement
Short-term Debt [Line Items]
Valuation method to value the derivative instruments	Black-Scholes valuation method
Fair value of derivatives prior to extinguishment		$ 119,600
Maximum beneficial ownership percentage by holder								9.99%
Gain on sale of derivatives		3,800
Change in fair value of derivative liability	$ 1,201,514	$ (933,500)	$ 35,714	$ 29,400	$ (842,400)	$ (1,165,800)	$ (937,300)

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ORGANIZATION (Tables)

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of revenue and operating expenses of discontinued operations

	For the three months ended September 30,		For the nine months ended September 30,
	2014	2013	2014		2013
Revenues
Commissions and other	$   3,362,048	$2,833,917	$18,455,830	$7,313,462
Total revenues	3,362,048	2,833,917	18,455,830	7,313,462
Operating expenses
Commissions	2,655,848	2,109,300	15,481,994	5,316,824
Salaries and benefits	128,277	190,028	578,543	447,137
Occupancy	10,469	20,906	55,532	75,727
Business development	1,793	8,251	25,387	26,132
Professional fees	22,520	40,150	177,589	164,674
Clearing and operations	118,737	304,845	886,708	760,033
Regulatory fees	26,761	73,109	65,249	139,032
Office and other	15,041	12,805	57,005	56,071
Total operating expenses	2,979,446	2,759,394	17,328,007	6,985,630
Income from operations	382,602	74,523	1,127,823	327,832
Income taxes	141,167	301	158,954	9,065
Income from discontinued operations	$      241,435	$     74,222	$     968,869	$     318,767

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DERIVATIVE FINANCIAL INSTRUMENTS (Detail Textuals 1) (USD $)	1 Months Ended	9 Months Ended					1 Months Ended
	Oct. 31, 2010	Sep. 30, 2014	Sep. 30, 2013	Nov. 15, 2013	Jun. 30, 2014 Convertible promissory note	May 31, 2014 Convertible promissory note	Nov. 25, 2013 FireRock Capital, Inc. GAIM Convertible promissory note	Oct. 31, 2010 Subscription Agreement	Oct. 31, 2010 First Issuance of Warrants Subscription Agreement	Oct. 31, 2010 Second Issuance of Warrants Subscription Agreement
Class of Warrant or Right [Line Items]
Warrants issued								2,231,250	1,115,625	1,115,625
Term period of warrant issued	3 years							3 years
Exercise price of warrants				$ 0.25	$ 0.25	$ 0.25			$ 0.31	$ 0.35
Number of common stock called by warrants				1,179,130	5,679,725	5,679,725
Number of shares repurchase							714,286
Percentage of equity interest in GAIM		25.00%	25.00%				25.00%
Value of shares repurchase							$ 250,000
Common stock conversion price							$ 0.35
Discount from market price on conversion date							10.00%

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of weighted average assumptions used to estimate fair value

	September 30, 2014	December 31, 2013	Issuance, December 31, 2012
Expected volatility	286%	316%	140%
Risk free interest rate	0.58%	0.13%	0.25%
Expected life (years)	1.50	1	2

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ORGANIZATION

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

1.  ORGANIZATION

Description of the Business

Global Arena Holding, Inc. (formerly, “Global Arena Holding Subsidiary Corp.”) (“GAHI”), was formed in February 2009, in the state of Delaware.  GAHI is a financial services firm that services the financial community through its subsidiaries as follows:

Global Arena Investment Management LLC (“GAIM”), a wholly owned subsidiary, provides investment advisory services to its clients.  GAIM is registered with the SEC as an investment advisor and clears all of its business through Fidelity Advisors (“Fidelity”), its correspondent broker.  The Company sold 25% of its interest in GAIM to FireRock Capital, Inc. (“FireRock”) in 2012 and on November 25, 2013, repurchased this 25% interest.  Global Arena Commodities Corp. (“GACOM”), a wholly owned subsidiary, provided commodities brokerage services and earned commissions. GACOM ceased operating in November 2013 and is currently inactive.  The Company is reviewing its options and may liquidate GACOM.  Lillybell Entertainment, LLC (“Lillybell”), a 66.67% majority owned subsidiary, provides finance services to the entertainment industry.  MGA International Brokerage LLC (“MGA”), a 66.67% majority owned subsidiary and a New York limited liability company, is a full-service insurance broker.  MGA offers comprehensive life, property and casualty insurance services, solutions and advice.  Global Arena Trading Advisors, LLC (“GATA”), provided futures advisory services. GATA was registered with the National Futures Association (NFA) as a commodities trading advisor.  On March 7, 2013, the Company sold GATA to a third party.  

Sale of Global Arena Capital Corp.

Global Arena Capital Corp. (“GACC”) was our wholly owned subsidiary through August 5, 2014 that was a full service financial services company. GACC was a broker-dealer registered with the Securities and Exchange Commission (“SEC”).  The Company was also a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corp (“SIPC”). GACC was engaged in the securities business, which comprised several classes of securities transactions such as equities, corporate and municipal bonds, mutual funds, insurance and options, all of which the broker dealer executed as risk-less principal and agency transactions. On August 5, 2014, GAHI sold all of its ownership in GACC, subject to FINRA approval.

On August 5, 2014, GAHI entered into an Agreement with PMC Capital, LLC (“PMC Capital”) and Barbara Desiderio pursuant to which GAHI agreed to sell to PMC Capital all of the common stock of GACC, subject to the approval from FINRA.  The consideration for the GACC common stock is $2,100,000 and the forgiveness of the amounts payable by GAHI and its other subsidiaries to GACC of approximately $2,281,000.

Pursuant to the terms of the Agreement, GAHI (i) sold 24.9% of the issued and outstanding shares of GACC’s common stock to PMC Capital as of the Agreement date; and (ii) immediately therefore sold the remaining 74.1% of the common stock to PMC Capital subject to the receipt of all necessary and required approvals, including compliance with the applicable FINRA rules.  GAHI has agreed to indemnify PMC Capital from losses, third party customer complaints and claims arising from or related to the operations of the GACC on or prior to July 31, 2014.  Such indemnification is limited to $250,000, subject to certain limitations and exclusions. GAHI was required to put into escrow $100,000 towards this indemnification.

The results of operations of GACC and the gain on the sale of GACC has been reported as discontinued operations as: 1) the operations and cash flows of GACC will be eliminated from the ongoing operations of the Company as a result of the sale and 2) the Company will not have any significant continuing involvement in the operations of GACC after the sale transaction. The Company has presented the operations of GACC as discontinued operations, and retrospectively reclassified the operating results for all prior periods presented.

On August 7, 2014, the Company completed the sale the remaining 75.1% ownership of GACC, and recognized a gain from the sale of GACC as "Gain on sale of discontinued operations" in the Consolidated Statements of Operations. The operating results of GACC are reported as "Income from discontinued operations - net" in the Consolidated Statements of Operations for all periods presented. In accordance with accounting guidance, the Company has elected to not separately disclose the cash flows related to the GACC discontinued operations.

Revenue and operating expenses of the discontinued operations for the three and nine months ended September 30, 2014 and 2013 were as follows:

	For the three months ended September 30,		For the nine months ended September 30,
	2014	2013	2014		2013
Revenues
Commissions and other	$   3,362,048	$2,833,917	$18,455,830	$7,313,462
Total revenues	3,362,048	2,833,917	18,455,830	7,313,462
Operating expenses
Commissions	2,655,848	2,109,300	15,481,994	5,316,824
Salaries and benefits	128,277	190,028	578,543	447,137
Occupancy	10,469	20,906	55,532	75,727
Business development	1,793	8,251	25,387	26,132
Professional fees	22,520	40,150	177,589	164,674
Clearing and operations	118,737	304,845	886,708	760,033
Regulatory fees	26,761	73,109	65,249	139,032
Office and other	15,041	12,805	57,005	56,071
Total operating expenses	2,979,446	2,759,394	17,328,007	6,985,630
Income from operations	382,602	74,523	1,127,823	327,832
Income taxes	141,167	301	158,954	9,065
Income from discontinued operations	$      241,435	$     74,222	$     968,869	$     318,767

Acquisition of MGA International Brokerage LLC

On January 29, 2013, the Company entered into an agreement for the purchase of  66.67% of the aggregate outstanding member interests of MGA, in exchange for an option to purchase 300,000 shares of the Company’s common shares.  Each option is exercisable into one share of common stock of the Company at an exercise price of $0.25 per common share.  The exercise period was for one year from the agreement date. The option has been extended for another year.

The acquisition was accounted for under the purchase method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805.  Under the purchase method of accounting, the total purchase price is allocated to the net tangible and intangible assets of MGA based on their estimated fair values.  At the acquisition date, MGA had no material net assets.  The goodwill of $33,900 arising from the acquisition consists largely of the synergies and business relationships with insurance customers expected from combining the operations of the Company and MGA.  

In accordance with SEC Regulation S-X Rule 3-05, the acquisition of MGA did not meet the requirements of a significant subsidiary as of the acquisition date.  Therefore, no pro forma financial information related to the acquisition was required to be presented in accordance with SEC Regulation S-X Rule 11-01.

Sale of Global Arena Trading Advisors, LLC

On March 7, 2013, the Company and Courtney Smith entered into a purchase agreement for the sale of the Company’s 100% interests in GATA to Courtney Smith for $500.  The related loss of $2,353 was included in the accompanying statement of operations for the nine months ended September 30, 2013.  In accordance with SEC Regulation S-X Rule 3-05, GATA was not a significant subsidiary as of the disposal date.  Therefore, no pro forma financial information related to the disposal was required to be presented in accordance with SEC Regulation S-X Rule 11-01. GATA had minimum activities and did not require disclosure as a discontinued operation.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring losses and cash flow deficits from its continuing operations since inception and has had to continually borrow to continue operating. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations.  Management believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its operating plan. The Company plans to use its available cash to continue the development and execution of its business plan and expand its client base and services.  The Company is also investing potential acquisition.  However, the Company can give no assurance that such financing will be available or on terms acceptable to the Company, or at all.  Should the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activities.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Accumulated depreciation on fixed assets (in dollars)	$ 1,757	$ 20,582
Debt discount on convertible promissory notes payable, current (in dollars)	41,270	315,262
Debt discount promissory notes payable net (in dollars)	0
Debt discount on convertible promissory notes payable, noncurrent (in dollars)	$ 412,100	$ 486,900
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	24,850,979	24,850,979
Common stock, shares outstanding	24,136,693	24,136,693
Treasury stock, shares	714,286	714,286

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NON-CONTROLLING INTEREST

9 Months Ended

Sep. 30, 2014

Noncontrolling Interest Items [Abstract]

NON-CONTROLLING INTEREST

11.  NON-CONTROLLING INTEREST

As of September 30, 2014, the Company had two operating subsidiaries which were not wholly owned.  The Company had a 67% equity interest in Lillybell and a 67% equity interest in MGA. As of September 30, 2014 and December 31, 2013, the third party non-controlling interests were $(244,648) and $(235,672), respectively.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 19, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Global Arena Holding, Inc.
Entity Central Index Key	0001138724
Trading Symbol	csof
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		24,136,693
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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RELATED PARTIES

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

RELATED PARTIES

12.  RELATED PARTIES

Prior to July 13, 2012, the Company had a month-to-month agreement with Broad Sword Holdings, LLC, one of the Company’s stockholders, whereby Broad Sword Holdings, LLC provided office space to the Company, which was terminated in April, 2013.  In July 2013, the Company moved to a new location under another month to month agreement, which is charged at $14,500 per month. Since June 2014, the rent increased to $17,500 per month due to additional space occupied. In November 2014, the Company moved to a new location and entered into to a lease agreement with a monthly rental of $10,700, which expires on May 31, 2015. During the three months ended September 30, 2014 and 2013, the Company was charged approximately $48,000 and $43,000, respectively, and $138,000 and $215,000 for the nine months then ended for continuing and discontinued operation’s office space. Considering the discontinued operation still need to pay rent after sale and continuing operation can reduce certain rental payment after the sale of discontinued operation. The Company did not allocate the rent previously charged to the discontinued operation back to the continuing operation in the consolidated statements of operations.

The minimum future rentals under this lease as of September 30, 2014 are as follows:

Period Ending December 31,		Amount
2014	$	31,200
2015		53,500
	$	84,700

Advances – related parties also represents advances to Broad Sword Holdings, LLC. Those advances are non-interest bearing and payable on demand.  At September 30, 2014 and December 31, 2013, the receivable was approximately $16,000.

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues
Commissions and other	$ 37,845	$ 60,288	$ 53,987	$ 214,309
Total revenues	37,845	60,288	53,987	214,309
Operating expenses
Salaries and benefits	164,733	157,162	390,532	468,568
Occupancy	46,102	22,622	91,284	139,288
Business development	88,873	89,655	300,026	246,412
Professional fees	158,578	115,684	582,547	586,841
Stock-based compensation	13,580	270,488	498,037	991,405
Clearing and operations	1,869	27,361	13,610	90,400
Regulatory fees	523	6,986	2,159	16,225
Settlement of litigation			650,000
Office and other	36,510	25,053	102,302	88,463
Total operating expenses	510,768	715,011	2,630,497	2,627,602
(Loss) from operations	(472,923)	(654,723)	(2,576,510)	(2,413,293)
Other income (expenses)
Interest expense	(363,918)	(114,463)	(907,144)	(532,296)
Loss on sale of GATA				(2,353)
Change in fair value of derivative liability	29,400	(842,400)	1,201,514	(933,500)
Total other income (expenses)	(334,518)	(956,863)	294,370	(1,468,149)
Loss from continuing operations	(807,441)	(1,611,586)	(2,282,140)	(3,881,442)
Discontinued operations
Discontinued operations, net of tax	241,435	74,222	968,869	318,767
Gain on disposition of discontinued operations	1,813,956		1,813,956
Income from discontinued operations, net of tax	2,055,391	74,222	2,782,825	318,767
Net income (loss)	1,247,950	(1,537,364)	500,685	(3,562,675)
Net income (loss) attributable to noncontrolling interests	3,020	(17,320)	(8,976)	(86,092)
Net income (loss) attributable to common stockholders	$ 1,244,930	$ (1,520,044)	$ 509,661	$ (3,476,583)
Basic and diluted:
(Loss) per share from continuing operations (in dollars per share)	$ (0.03)	$ (0.07)	$ (0.09)	$ (0.17)
Income per share from discontinued operations (in dollars per share)	$ 0.09	$ 0.00	$ 0.12	$ 0.02
Net income (loss) per share (in dollars per share)	$ 0.06	$ (0.07)	$ 0.03	$ (0.15)
Weighted average number of common shares:
Basic and diluted	24,136,693	24,568,371	24,136,693	23,382,529

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

6.  FAIR VALUE MEASUREMENTS

FASB ASC 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs).  In accordance with FASB ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs –Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Cash, due from clearing organizations, accounts receivable, advances to registered representatives and employees, accounts payable and accrued expenses, commission payable – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short term nature.

Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost.  The carrying amount approximates their fair value.

Derivative financial instruments – The fair value of liabilities for warrants with dilutive price reset or anti-dilution provisions and for certain embedded conversion options are determined utilizing the Black-Scholes valuation method.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2014 and December 31, 2013.

September 30, 2014	Level 1	Level 2	Level 3	Total
Derivative financial instruments	$                 -	$                -	$     402,000	$      402,000
December 31, 2013	Level 1	Level 2	Level 3	Total
Derivative financial instruments	$                 -	$                -	$  1,603,514	$  1,603,514

The following table presents the Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs for the derivative warrants:

Balance, December 31, 2013	$    1,603,514
Cancellation of derivative liability included in other (income)   expenses	(35,714)
Change in fair value included in other (income) expenses	(1,165,800)
Balance, September 30, 2014	$       402,000

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DERIVATIVE FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

5.  DERIVATIVE FINANCIAL INSTRUMENTS

In October 2010, in connection with a subscription agreement, the Company issued 2,231,250 warrants to an investor at an exercise price of $0.31 per share for 1,115,625 warrants and $0.35 for the remaining 1,115,625 warrants. The warrants had a term of three years. Per the terms of the subscription agreement, in the event the Company, at any time while all or any portion of these warrants are outstanding, sells any shares of common stock per share, or issue common stock equivalents at a conversion price, less than the warrants’ exercise price, the warrant price will be adjusted accordingly. In accordance with the provisions of ASC 815-40, these warrants are subject to derivative accounting treatment under ASC 815-10 and are recorded as a liability which is revalued at fair value each reporting date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date.  The Company reassesses the classification at each balance sheet date.  If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company used the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. The derivatives were extinguished on January 1, 2013 upon a mutual agreement reached between the Company and the warrants’ holder. Prior to extinguishment, the fair value of the derivatives measured using the Black-Scholes valuation method was $119,600, resulting in a gain of $3,800 recorded in the statements of consolidated operations for the nine months ended September 30, 2013.

On November 15, 2013, the expiration date of the remaining outstanding warrants to purchase 1,179,130 shares of common stock of the Company was extended until December 31, 2013, and subsequently for another year and the warrant exercise price was reduced to $0.25 and revalued accordingly.

On December 31, 2012, in connection with an extension of the maturity date of certain convertible notes which were due on May 31, 2012, the Company issued the holder a warrant to purchase shares of common stock of the Company not exceeding 9.99% of the issued and outstanding shares and potential issuable shares related to outstanding options, warrants and convertible debt of the Company. The warrants, originally due on December 31, 2014, were extended to March 31, 2016. The Company determined that the anti-dilution provision feature of the warrants to be an embedded derivative instrument.  This derivative is adjusted to fair value at each balance sheet with the changes in fair value recognized in operations.  The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. Weighted average assumptions used to estimate fair values are as follows:

	September 30, 2014	December 31, 2013	Issuance, December 31, 2012
Expected volatility	286%	316%	140%
Risk free interest rate	0.58%	0.13%	0.25%
Expected life (years)	1.50	1	2

For the three months ended September 30, 2014 and 2013, the Company recognized a change in the derivative liabilities of $29,400 and $(842,400), respectively, and $1,165,800 and $(937,300) for the nine months then ended, respectively in other income (expense) related to this warrant derivative instrument.

On November 25, 2013, the Company repurchased 714,286 shares of its common stock and the 25% of membership interest in GAIM, which was previously sold to FireRock in 2012, by issuing a convertible note in the amount of $250,000, which was originally due on December 31, 2013 and extended to and paid on January 6, 2014. The holder of the note was entitled to convert all or a portion of the convertible note plus any unpaid interest into shares of common stock at a lesser of $0.35 per share or 10% discount to the market value the day prior to the date of conversion. The Company determined that the embedded conversion option to be a derivative instrument.  This derivative was adjusted to fair value at each balance sheet with the changes in fair value recognized in operations prior to its extinguishment in January 2014. For the nine months ended September 30, 2014, the Company recognized a gain related to this derivative liability upon its liquidation of $35,714 in other income (expense) again.

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NET INCOME (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Schedule of shares issuable upon the exercise of outstanding stock options, warrants and conversion of convertible promissory notes

	2014	2013
Warrants	25,891,594	14,781,675
Convertible debt	5,064,069	4,559,896
Stock options	2,375,000	2,375,000
Common stock equivalents	33, 330,663	21,716,571

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

13.  COMMITMENTS AND CONTINGENCIES

Litigation claims and settlements

The Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

On October 10, 2013, GACOM settled a complaint with the National Futures Association for a fine of $50,000 for certain noncompliance with Commodity Futures Trading Commission regulations.  The fine has not been paid and is included in the accounts payable and accrued expenses at September 30, 2014 and December 31, 2013.

Named directors, officers, employees and/or registered representatives of GACC have been called before FINRA for on-the-record interviews in connection with certain FINRA inquiries.  At this time, management is unable to determine what will be the ultimate outcome of such inquiries, including whether any formal investigation, proceedings or actions will be instituted against GACC or certain of its named directors, officers, employees and/or registered representatives relating to allegations of FINRA rule violations, and if so, whether any such investigation, proceedings or actions will materially impact the Company’s operations or the consolidated financial statements.

GACC has responded to multiple requests for documents and FINRA has taken on-the-record testimony. On October 27, 2014 FINRA indicated that it may recommend enforcement proceedings against GACC, the current and prior officers of GACC, but is willing to engage in discussions about its concerns.

In October 2012, GACC received a complaint from a customer’s attorney alleging excessive commissions and one or more sales practice violations, but principally sounding in an alleged failure to execute stop loss orders. The attorney demanded payment of the sum of $642,000, allegedly representing the amount of the customer’s damages. The matter has been submitted to GACC’s insurance company to put it on notice of a potential claim. An arbitration has not been brought. Should one be brought, GACC intends to vigorously contest and defend it. Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time.

On June 5, 2013, a former customer of GACC filed a statement of claim with the FINRA Dispute Resolution against GACC.   The claim alleges churning, unsuitability, breach of fiduciary duty, federal securities law violations, common law fraud, breach of contract, and negligent supervision and requests specified damages of $150,000 and also unspecified punitive damages, attorneys’ fees, interest, and costs.  The parties are in the process of completing their discovery obligations. The Company has responded to this claim by filing an answer that disputes the subject allegations and intends to contest this matter at the arbitration, which was scheduled to be heard by a panel of FINRA arbitrators on June 9, 2014 to June 13, 2014 and was subsequently postponed to October 2014. Management is unable to determine the ultimate outcome, if any, and its effects on the Company’s consolidated financial statements at this time. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

GACC and one of its representatives (“Respondents”) are involved in a FINRA arbitration commenced by a Claimant in December 2013, alleging garden-variety sales practice claims, principally sounding in unsuitable trading.  The Claimant alleges losses of approximately $80,000.   Respondents have prepared a responsive pleading that they have submitted as pro se respondents denying the salient allegations of the claim.   The Respondents in that case intend to defend the case vigorously and believe it is without merit.  The case is in the earliest stages of discovery.  Evidentiary hearings have been scheduled for in late September or early October 2014.  Management is unable to determine the ultimate outcome, if any, and its effects on the Company’s consolidated financial statements at this time.

On January 3, 2014, a former customer of GACC filed a statement of claim with FINRA Dispute Resolution against GACC.   The statement of claim alleges breach of fiduciary duty, breach of covenant of good faith and fair dealing, elder abuse, unfair business practices, federal and state securities law violations, fraud, and negligent misrepresentation, and requests specified damages of $452,000 and also unspecified punitive damages, attorneys’ fees, interest, and costs. GACC does not believe the claim has merit and intends to contest and defend against it vigorously. The Company has responded to this claim by filing an answer that disputes the subject allegations and intends to contest this matter at the arbitration, which was scheduled to be heard by a panel of FINRA arbitrators on January 2015. Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

On April 10, 2014, the Legal Section of FINRA formally notified GACC that it had made a preliminary determination to recommend that disciplinary action be brought against GACC for (1) failing to buy and sell corporate bonds at prices that were fair; and (2) failing to have in place a supervisory system that was reasonably designed to achieve compliance with applicable securities laws and regulations and FINRA rules.  GACC has responded and intends to contest this matter.  Management is unable to determine the ultimate outcome, if any, to the Company’s consolidated financial statements at this time.  

On May 5, 2014, GAHI and GACC entered into a settlement agreement in the amount of $650,000 for a previous arbitration with a former Office of Supervisory Jurisdiction (“Claimant”), in which the Claimant alleged that GACC and various of its registered representatives (“Respondents”) engaged in a concerted course of action to wrest from him his book of business by wrongfully terminating an Office of Supervisory Jurisdiction Agreement (“OSJ Agreement”). The settlement agreement provides that GAHI will pay $650,000. The Company fully paid the settlement amount in June 2014.

GACC is involved in a FINRA arbitration commenced by a Claimant alleging various claims based on excessive and unsuitable trading activity, primarily involving bonds purchased on margin, and seeks $200,000 in compensatory damages in addition to unspecified punitive damages. This matter has been scheduled for a hearing in December 2014. According to management, all the potential expenses or liability in excess of $25,000 will be covered by insurance.

On July 2, 2014, an action was commenced by a group of individuals against GACC,  the Company, and chief executive officer of the Company, which assert claims for minimum wage and overtime violations under New York Labor Law, and seek damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. Pursuant to a stipulation, the time for defendants to answer, move or otherwise respond to the Complaint was extended to and including November 17, 2014.

Per agreement with the purchaser of GACC (Note 1), GAHI has agree to indemnify  the purchaser from losses, third party customer complaints and claims arising from or related to the operations of the GACC on or prior to July 31, 2014 for the GACC cases as mentioned above.  Such indemnification is limited to $250,000, subject to certain limitations and exclusions. As of September 30, 2014, the Company has made a litigation escrow deposit of $100,000 within its attorney’s escrow account, which can be used to reduce the indemnity obligations for the payment in settlement of such claims.

The Company and certain of its officers were named in connection with a demand for repayment of $695,000 by PMC LLC, in a letter dated October 16, 2014 relating to the Stock Purchase Agreement by and among GAHI and PMC Capital, LLC and Barbara Desiderio, dated as of August 5, 2014. The demand seeks repayment for expenditures made by GACC prior to the sale and meets certain minimum requirements in the Stock Purchase Agreement. At this time, the Company is unable to determine the ultimate outcome of the demand or whether it will result in a formal proceeding or action against the Company or any of its officers.

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PROMISSORY NOTES

9 Months Ended

Sep. 30, 2014

Promissory Notes [Abstract]

PROMISSORY NOTES

9. PROMISSORY NOTES

On March 28, 2014, the Company issued a promissory note in the principal amount of $200,000 at a stated interest rate of 10% per annum. The note matures on December 31, 2014. The Company has the right to convert all or a portion of the convertible note plus any unpaid interest into shares representing a 20% nonvoting membership interest in GAIM.

On March 31, 2014, the Company issued a promissory note in the principal amount of $30,000 at a stated interest rate of 10% per annum. The note matures on January 13, 2015. The Company has the right to convert all or a portion of the convertible note plus any unpaid interest into shares representing a 3% nonvoting membership interest in GAIM.

In May and June 2014, the Company sold and issued five promissory notes in the combined principal amount of $670,000 at a stated interest rate of 12% per annum with maturity dates of 2 to 3 months. In addition, the Company granted warrants to purchase 5,679,725 shares of common stock at an exercise price of $0.25 per share. The warrants have a life of 3 to 5 years and were fully vested on the date of the grant. In addition, the warrant agreement has a cashless exercise provision.

The gross proceeds from the sale of these notes of $670,000 were recorded net of a discount of $365,730, which was the relative fair value of the warrants. The debt discount was being accreted as additional interest expense ratably over the term of the notes. The Company has paid back all principal and interest accrued in July and August 2014.

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STOCK OPTIONS

9 Months Ended

Sep. 30, 2014

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

STOCK OPTIONS

7. STOCK OPTIONS

Stock Options Plan

On June 27, 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, options that do not constitute incentive stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved and available for issuance under the Plan increased to 3,000,000 from 1,750,000, pursuant to a December 2012 proxy vote by holders of a majority of the shares of GAHI. On July 17, 2012, the Board of Directors approved the issuance of non-qualified stock options for the purchase of an aggregate of 1,725,000 shares of common stock under the Plan to certain employees, officers and directors. The options are exercisable at $0.45 per common share and expire three years after their issuance. The options are to vest over a two-to-three-year period with a fair value of approximately $500,000 at the grant date to be recognized over the vesting period.

Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows:

	July 17, 2012
Expected dividend yield	$ 0
Expected stock price volatility	130%
Risk free interest rate	0.32%
Expected life (years)	3 years

The stock-based compensation related to the Plan, included in stock compensation expense in the consolidated statements of operations, was $13,580 and $60,554 for the three months ended September 30, 2014 and 2013, and $135,594 and $181,662 for the nine months then ended, respectively.

On December 27, 2012, GAHI granted to an employee, an option to purchase 350,000 shares of common stock. The option is exercisable at $0.45 per common share and expires on July 17, 2015. The option is to vest 50% in July 2013 and 100% in July 2014 with a fair value of approximately $58,000 at the grant date to be recognized over the vesting period. The options granted to this employee became fully vested in March 2014 upon his departure from the Company in accordance with an arrangement with the Company. Weighted average assumptions used to estimate the fair value of stock options on the date of grant were as follows:

	December 27, 2012
Expected dividend yield	$ 0
Expected stock price volatility	140%
Risk free interest rate	0.25%
Expected life (years)	2.5 years

The stock-based compensation related to this option, included in stock compensation expense in the consolidated statements of operations, was $0 and $9,315 for the three months ended September 30, 2014 and 2013, and $20,492 and $27,599 for the nine months then ended, respectively.

Other Options

As disclosed in Note 1, on January 29, 2013, in connection with the acquisition of MGA, the Company issued an option to purchase 300,000 shares of common stock exercisable at $0.25 per common share, which expired on January 28, 2014. The Company intends to extend the option for another year, subject to the Board approval. The options vested on the grant date, with a fair value of approximately $34,000 at the grant date which was recognized as goodwill.

Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows:

	January 29, 2013
Expected dividend yield	$ 0
Expected stock price volatility	120%
Risk free interest rate	0.15%
Expected life (years)	1 year

The Company will issue new shares of common stock upon the exercise of outstanding stock options. The following is a summary of stock option activity:

	Shares	Weighted Average Exercise Price	Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2013	2,375,000	$  0.44	1.43 years	$          -
Granted	-	-	-	-
Exercised	-	-	-	-
Cancelled and expired	-	-	-	-
Forfeited	-	-	-	-
Outstanding at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -
Vested and expected to vest at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -
Exercisable at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. There were no options exercised during the three and nine months ended September 30, 2014.

As of September 30, 2014, approximately $11,000 of total unrecognized compensation costs will be recognized $5,000 in the remaining three months of 2014 and $6,000 in 2015.

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CONVERTIBLE PROMISSORY NOTES

9 Months Ended

Sep. 30, 2014

Convertible Debt [Abstract]

CONVERTIBLE PROMISSORY NOTES

8.  CONVERTIBLE PROMISSORY NOTES

	September 30,	December 31,
	2014	2013
Convertible promissory notes with interest at 12% per annum, convertible into common shares at the fixed price of $0.25 per share. Maturity dates range from December 31, 2014 to November 11, 2018, net of unamortized discount of $445,484 and $686,289, respectively. (A)	$    329,516	$  313,711
Convertible promissory notes with interest at 12% per annum, convertible into common shares at fixed price of $0.35 per share. Matured on May 30, 2013 (B)	-	354,515
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price of $0.35 per share. Maturity dates range from October 13, 2014 to October 22, 2014, net of unamortized discount of $7,886 and $115,873, respectively.(D)	242,656	334,127
Convertible promissory notes with interest at 8% per annum, convertible into common shares at a fixed price of $0.30 per share. Matured on October 13, 2013. (C)	250,000	250,000
Convertible promissory notes with interest at 9% per annum, convertible into common shares at the lesser of $0.35 per share or a 10% discount to the market value the day prior to the date of conversion. Matured and repaid on January 6, 2014.	-	250,000
	822,172	1,502,353
Less current portion:	(734,272)	(1,489,253)
Long-term portion:	$      87,900	$          13,100

(A)

The Company paid back four debt holders’ loans totaling $225,000 during three months ended September 30, 2014.

(B)

The Company paid back all principal and interest in August 2014.

(C)

On November 13, 2014, the Company extended the maturity date of this note to December 31, 2014 in exchange for (1) a new warrant to purchase 500,000 shares of common stock with an exercise price at $0.25 per share and a life of five years; and (2) an extension of all existing warrants for another five years and the lowering the warrants excise price to $0.25. The Company needs to pay $100,000 principle within 10 days of the execution of this agreement.

(D) One note in the amount of $50,000, which was to mature on October 13, 2014, was fully repaid in September 2014. One note for $400,000, which matured on October 22, 2014, was repaid $100,000 in August 2014 and $50,000 in September 2014. The remaining balance of $250,000 was not repaid on its due date of October 22, 2014. On November 11, 2014, the Company extended the maturity date of this note to December 15, 2014. Under the agreement, the Company needs to pay $100,000 within 10 days of the execution of this agreement.

The Company recorded approximately $128,629 and $75,000 of interest expense pursuant to the amortization of the above note discounts for the three months ended September 30, 2014 and 2013, and $348,000 and $288,000 for the nine months then ended, respectively.

The intrinsic value for the convertible feature of outstanding convertible promissory notes as of September 30, 2014 and December 31, 2013 was approximately $0.

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WARRANTS

9 Months Ended

Sep. 30, 2014

Warrants and Rights Note Disclosure [Abstract]

WARRANTS

10. WARRANTS

On January 2, 2013, GAHI granted to a consultant of GAIM, warrants to purchase 1,000,000 shares of common stock. The warrants are exercisable at $0.25 per common share and expire on January 1, 2021. 400,000 warrants vested immediately upon signing the independent contractor agreement, with a fair value of approximately $91,000 at the grant date recognized during the nine months ended September 30, 2013. 50,000 warrants vest for every $25,000,000 assets under management (“AUM”) (up to 600,000 warrants for $300,000,000 AUM) brought into the Company. Each of the 50,000 warrants is measured at its then-current lowest aggregate fair value at each of the interim reporting dates. GAIM currently has no assets under management.

Changes in the lowest aggregate fair values result in a change in the measure of compensation cost. Weighted average assumptions used to estimate the fair value of warrants on the date of grant are as follows:

	January 2, 2013
Expected dividend yield	$ 0
Expected stock price volatility	120%
Risk free interest rate	1.25%
Expected life (years)	8 years

On April 30, 2013, the Company, Daniel D. Rubino, Robert M. Pickus, and George C. Dolatly (collectively, the “GCA Principals”) and GCA Ventures, LLC (“GCA”) entered into a management and investor rights agreement. Pursuant to the agreement, the Company will receive financial and management consulting services from GCA and the GCA Principals in return for warrants to purchase a total of 2,500,000 common shares, at an exercise price of $0.25 per share, which will be issued and vested in three separate tranches. The first tranche of one million warrants were issued and vested concurrently with the signing. The second and third tranche of 750,000 warrants were issued and vested six months and one year after the date of the agreement, respectively. Each tranche of warrants is to expire seven years after issuance. The fair value of approximately $891,500 at the grant date is being recognized over the vesting period of one year. Weighted average assumptions used to estimate the fair value of warrants on the date of grant are as follows:

	April 30, 2013
Expected dividend yield	$ 0
Expected stock price volatility	190%
Risk free interest rate	1.11%
Expected life (years)	7 years

The compensation related to the warrants, included in stock compensation expense in the consolidated statements of operations, was $0 and $200,587 for the three months ended September 30, 2014 and 2013, and $89,150 and $690,912 for the nine months then ended, respectively.

On March 13, 2014, the Company issued a three-year warrant to purchase 500,000 shares of common stock at $0.25 per share to a consultant pursuant to a consulting agreement. The warrant was fully vested when issued. The fair value of approximately $252,800 at the grant date was recognized in the nine months ended September 30, 2014. Weighted average assumptions used to estimate the fair value of warrants on the date of grant are as follows:

	March 13, 2014
Expected dividend yield	$ 0
Expected stock price volatility	288%
Risk free interest rate	0.74%
Expected life (years)	3 years

The following tables summarize the warrant activities:

	Shares		Weighted Average Exercise Price	Weighted- Average Exercisable	Aggregate Intrinsic Value
Outstanding at December 31, 2013		21,271,487	$  0.43	21,271,487	$                  -
Granted		6,291,309	0.25	6,291,309	-
Expired		1,633,500	0.67	1,633,500	-
Cancelled and surrendered		-	-	-	-
Outstanding at September 30, 2014		25,929,296	$  0.35	25,929,296	$                  -

Exercise Price	Average Number    Outstanding	Average Contractual Life	Average Exercise price	Warrants Exercisable
0.001 $0.25 to $0.75	4,038,062 21,891,234	1.50 3.14	$   0.001 $     0.35	4,038,062 21,891,234
	25,929,296	-	-	25,929,296

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DERIVATIVE FINANCIAL INSTRUMENTS - Weighted average assumptions (Details) (Warrants)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Warrants
Derivative [Line Items]
Expected volatility	286.00%	316.00%	140.00%
Risk free interest rate	0.58%	0.13%	0.25%
Expected life (years)	1 year 6 months	1 year	2 years

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NON-CONTROLLING INTEREST (Detail Textuals) (USD $)	Sep. 30, 2014 Subsidiary	Dec. 31, 2013
Noncontrolling Interest [Line Items]
Number of operating subsidiaries	2
Non-controlling interests	$ (244,648)	$ (235,672)
Lillybell
Noncontrolling Interest [Line Items]
Percentage of non-controlling interest	67.00%
MGA
Noncontrolling Interest [Line Items]
Percentage of non-controlling interest	67.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Basis of Accounting and Presentation

Basis of Accounting and Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned subsidiaries and majority owned subsidiaries, GAIM, GACOM, Lillybell, MGA from January 29, 2013, the date of acquisition, and GATA through March 7, 2013, the date of sale. The operations of GACC are included through August 5, 2014, the date of sale and have been reflected as discontinued operations.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

The unaudited interim consolidated financial statements of the Company as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the year ended December 31, 2013, previously filed with the SEC.  In the opinion of management, the interim information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2014.

Revenue Recognition

Revenue Recognition

The Company’s revenue recognition policies comply with SEC revenue recognition rules and FASB ASC 605-10-S99.  The Company earns revenues through various services it provides to its clients.  Advisory fees are on a contractual basis with the fee stipulated in the contract and are recognized based on the terms of the contract during the period the service is provided.  Insurance commissions are recognized at the later of the billing or the effective date of the related insurance policies, net of an allowance for estimated policy cancellations.

Customer security transactions and the related commission income and expenses are recorded as of the trade date.  The Company generally acted as an agent in executing customer orders to buy or sell listed and over-the-counter securities in which it did not make a market, and charged commissions based on the services the Company provides to its customers.

Use of Estimates

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 certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

FASB ASC 820, “Fair Value Measurement” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability.  The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

Goodwill

Goodwill

In accordance with FASB ASC 805 “Business Combinations” (“ASC 805”), the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree were recognized at the acquisition date and measured at their fair values as of that date.  Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations and is not amortized in accordance with FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 addresses the amortization of intangible assets with defined lives and the impairment testing and recognition for goodwill and indefinite-lived intangible assets. The Company is required to evaluate the carrying value of its goodwill for potential impairment on an annual basis or more frequently if indicators arise. While the Company may use a variety of methods to estimate fair value for impairment testing, its primary methods are discounted cash flows and a market based analysis. When appropriate, the carrying value of these assets is reduced to fair value.  No impairment to the carrying value of goodwill has been identified by the Company.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. 

Deposits with Clearing Organizations

Deposits with Clearing Organizations

As of December 31, 2013, deposits with clearing organizations consisted primarily of cash deposits in accordance with the clearing arrangement related to the operations of GACC.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost.  Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets, which range from three to five years.  Maintenance and repairs are charged to expense as incurred; costs of major additions and betterments that extend the useful life of the asset are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long lived assets when there are indications that the assets might be impaired.  When evaluating assets for potential impairment, the Company first compares the carrying amount of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges).  If the estimated future cash flows used in this analysis are less than the carrying amount of the asset, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset to the asset’s estimated future cash flows (discounted and with interest charges).

If the carrying amount exceeds the asset’s estimated future cash flows (discounted and with interest charges), the loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets.  Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2014 and 2013.

Convertible Debt

Convertible Debt

Convertible debt is accounted for under FASB ASC 470, “Debt – Debt with Conversion and Other Options.”  The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital.  The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.  Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis.  The allocated fair value of the BCF and warrants is recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.  

The Company accounts for modifications of its Embedded Conversion Features (ECF’s) in accordance with the FASB ASC 470-50-40-12 and 40-15-16 which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment pursuant to FASB ASC 470-50-40/55.

Derivative Financial Instruments

Derivative Financial Instruments

In connection with the issuance of certain warrants that include price protection reset or anti-dilution provisions, the Company determined that these provision features are embedded derivative instruments pursuant to FASB ASC 815 “Derivatives and Hedging.”  These embedded derivatives are adjusted to fair value at each balance sheet date with the change recognized in operations.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred.  Advertising costs, which are included in business development expenses, were deemed to be de minimus for the three and nine months ended September 30, 2014 and 2013.

Stock-Based Compensation

Stock-Based Compensation

The fair value of stock options and stock warrants issued to third party consultants and to employees, officers and directors are recorded in accordance with the measurement and recognition criteria of FASB ASC 505-50, “Equity-Based Payments to Non-Employees” and FASB ASC 718, “Compensation – Stock Based Compensation,” respectively.

The options and warrants are valued using the Black-Scholes valuation method. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables.  These subjective variables include, but are not limited to the Company’s expected stock price volatility over the expected term of the awards, and actual and projected stock option and warrants exercise behaviors.

Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options and warrants.

Noncontrolling Interests

Noncontrolling Interests

The Company accounts for its less than 100% interest in consolidated subsidiaries in accordance with FASB ASC 810, “Consolidation,” and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheets and reports the noncontrolling interests’ share of net income or loss under the heading “net income (loss) attributable to noncontrolling interests” in the consolidated statements of operations.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred taxes are also recognized for operating losses that are available to offset future taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  As of September 30, 2014 and December 31, 2013, the Company had deferred tax assets of approximately $4,319,000 and $4,382,000, respectively, for net operating loss carryforwards, which were fully reserved by a valuation allowance due to the significant uncertainty with respect to their future realization.

The Company follows the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns.  FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

The Company files income tax returns in the United States (Federal) and in New York State and City.  The Company is generally no longer subject to Federal, state and local income tax examinations by tax authorities for tax years prior to 2011.

Reclassification

Reclassifications

Certain amounts in the prior periods’ financial statements have been reclassified for comparative purposes to conform to the presentation principally related to discontinued operations in the financial statements.  These reclassifications had no effect on previously reported earnings.

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STOCK OPTIONS PLAN (Tables)

9 Months Ended

Sep. 30, 2014

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of weighted average assumptions

	July 17, 2012
Expected dividend yield	$ 0
Expected stock price volatility	130%
Risk free interest rate	0.32%
Expected life (years)	3 years

	December 27, 2012
Expected dividend yield	$ 0
Expected stock price volatility	140%
Risk free interest rate	0.25%
Expected life (years)	2.5 years

	January 29, 2013
Expected dividend yield	$ 0
Expected stock price volatility	120%
Risk free interest rate	0.15%
Expected life (years)	1 year

Schedule of summary of stock option activity

	Shares	Weighted Average Exercise Price	Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2013	2,375,000	$  0.44	1.43 years	$          -
Granted	-	-	-	-
Exercised	-	-	-	-
Cancelled and expired	-	-	-	-
Forfeited	-	-	-	-
Outstanding at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -
Vested and expected to vest at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -
Exercisable at September 30, 2014	2,375,000	$  0.44	0.76 years	$          -

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WARRANTS (Detail Textuals) (USD $)		9 Months Ended	0 Months Ended	9 Months Ended
	Nov. 15, 2013	Sep. 30, 2014 Warrants	Jan. 02, 2013 Warrants Consultant of GAIM	Sep. 30, 2013 Warrants Consultant of GAIM	Jan. 02, 2013 Warrants Consultant of GAIM
Class of Warrant or Right [Line Items]
Number of common stock called by warrants	1,179,130				1,000,000
Exercise price of warrants	$ 0.25				$ 0.25
Number of warrants vested		600,000	400,000
Fair value of warrants				$ 91,000
Number of warrants vested for every $25,000,000 of asset under management		50,000
Asset under management benchmark amount in order vest warrants		25,000,000
Asset under management brought into company		$ 300,000,000

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STOCK OPTION - (Detail Textuals) (USD $)	9 Months Ended	1 Months Ended		3 Months Ended		9 Months Ended		1 Months Ended				1 Months Ended			3 Months Ended		9 Months Ended
	Sep. 30, 2014 Non-qualified stock options	Dec. 27, 2012 Non-qualified stock options Employees	Jun. 26, 2011 Non-qualified stock options Employees	Sep. 30, 2014 Stock Option Employees	Sep. 30, 2013 Stock Option Employees	Sep. 30, 2014 Stock Option Employees	Sep. 30, 2013 Stock Option Employees	Dec. 27, 2012 2011 Stock Awards Plan Non-qualified stock options	Jul. 17, 2012 2011 Stock Awards Plan Non-qualified stock options	Sep. 30, 2014 2011 Stock Awards Plan Non-qualified stock options	Jun. 27, 2011 2011 Stock Awards Plan Non-qualified stock options	Jan. 29, 2013 2011 Stock Awards Plan Non-qualified stock options MGA	Jul. 17, 2012 2011 Stock Awards Plan Non-qualified stock options Minimum	Jul. 17, 2012 2011 Stock Awards Plan Non-qualified stock options Maximum	Sep. 30, 2014 2011 Stock Awards Plan Stock Option	Sep. 30, 2013 2011 Stock Awards Plan Stock Option	Sep. 30, 2014 2011 Stock Awards Plan Stock Option	Sep. 30, 2013 2011 Stock Awards Plan Stock Option	Jul. 17, 2012 2011 Stock Awards Plan Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option to purchase common stock		350,000							1,725,000			300,000
Total number of shares of stock reserved and available for distribution under the plan			1,750,000								3,000,000
Exercise price of exercisable options	$ 0.44	$ 0.45										$ 0.25							$ 0.45
Vesting period													2 years	3 years
Fair value of options vested								$ 58,000	$ 500,000			$ 34,000
Stock compensation expense				0	9,315	20,492	27,599								13,580	60,554	135,594	181,662
Vesting percentage of share based awards in July 2013								50.00%
Vesting percentage of share based awards in July 2014								100.00%
Total unrecognized compensation costs										11,000
Total unrecognized compensation costs recognizable in remaining fiscal year										5,000
Total unrecognized compensation costs recognizable in next twelve months										$ 6,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities
Net (loss)	$ 500,685	$ (3,562,675)
Adjustment to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and amortization	3,286	3,396
Accretion of debt discount	714,548	397,435
Stock-based compensation to employees and consultants	498,037	991,405
Change in fair value of derivative liability	(1,201,514)	933,500
Loss on sale of GATA		2,353
Gain on sale of GACC	(1,813,956)
Change in operating assets and liabilities:
Due from clearing organization	361,677	16,339
Accounts receivable	(21,305)
Advances to registered representatives and employees	59,243	(43,287)
Deposits with clearing organizations	50,003
Litigation escrow deposit	(100,000)
Prepaid expenses and other current assets	21,142	53,384
Commissions payable	(553,728)	22,227
Accounts payable and accrued expenses	102,777	366,135
Net assets disposed of GACC	(186,044)
Net cash (used in) operating activities	(1,565,149)	(819,788)
Cash flows from investing activities
Proceeds from sale of 25% interest in GAIM		35,714
Proceeds from sale of GACC	2,000,000
Proceeds from sale of GATA		495
Net cash provided by investing activities	2,000,000	36,209
Cash flows from financing activities
Proceeds from issuance of common stock and warrants		564,287
Proceeds from issuance of convertible promissory notes		105,000
Proceeds from issuance of promissory notes	904,987
Repayment of convertible promissory notes/promissory notes	(1,704,000)	(150,000)
Advances from related parties		16,878
Net cash (used) provided by financing activities	(799,013)	536,165
Net change in cash	(364,162)	(247,414)
Cash, beginning of period	463,610	376,942
Cash, end of period	99,448	129,528
Supplemental disclosure of cash flow information
Cash paid for income taxes	5,855	9,090
Cash paid for interest	256,849	200,403
Supplemental disclosure of non-cash investing and financing activities
Issuance of warrants in connection with debt	365,729	21,428
Reclassification of derivative liabilities to equity		119,600
Issuance of options for the purchase of MGA		33,900
Intercompany payables to GACC forgiven on sale	$ 2,280,877

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NET INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

4.  NET INCOME (LOSS) PER SHARE

The Company computes net income (loss) per common share in accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”) and SEC Staff Accounting Bulletin No. 98 (“SAB 98”).  Under the provisions of ASC 260 and SAB 98, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  

Diluted net income per common share for the three and nine months ended September 30, 2014 excluded the diluted effect of common stock equivalents. In accordance with ASR 260, if their inclusion would be antidilutive to the income (loss) from continuing operations, they are to be excluded and the number of shares utilized shall be used in reporting all other diluted per share amounts. As the Company has losses from continuing operations for these periods, no common stock equivalents were utilized in the per share calculations. The Company’s common stock equivalents were excluded in the computation of diluted net (loss) per share since their inclusion would be anti-dilutive. These common stock equivalents may dilute future earnings per share.  Total shares issuable upon the exercise of outstanding stock options, warrants and conversion of convertible promissory notes for the nine months ended September 30, 2014 and 2013 were as follows:

	2014	2013
Warrants	25,891,594	14,781,675
Convertible debt	5,064,069	4,559,896
Stock options	2,375,000	2,375,000
Common stock equivalents	33, 330,663	21,716,571

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CONVERTIBLE PROMISSORY NOTES (Tables)

9 Months Ended

Sep. 30, 2014

Convertible Debt [Abstract]

Schedule of convertible promissory notes

	September 30,	December 31,
	2014	2013
Convertible promissory notes with interest at 12% per annum, convertible into common shares at the fixed price of $0.25 per share. Maturity dates range from December 31, 2014 to November 11, 2018, net of unamortized discount of $445,484 and $686,289, respectively. (A)	$    329,516	$  313,711
Convertible promissory notes with interest at 12% per annum, convertible into common shares at fixed price of $0.35 per share. Matured on May 30, 2013 (B)	-	354,515
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price of $0.35 per share. Maturity dates range from October 13, 2014 to October 22, 2014, net of unamortized discount of $7,886 and $115,873, respectively.(D)	242,656	334,127
Convertible promissory notes with interest at 8% per annum, convertible into common shares at a fixed price of $0.30 per share. Matured on October 13, 2013. (C)	250,000	250,000
Convertible promissory notes with interest at 9% per annum, convertible into common shares at the lesser of $0.35 per share or a 10% discount to the market value the day prior to the date of conversion. Matured and repaid on January 6, 2014.	-	250,000
	822,172	1,502,353
Less current portion:	(734,272)	(1,489,253)
Long-term portion:	$      87,900	$          13,100

(A)         The Company paid back four debt holders’ loans totaling $225,000 during three months ended September 30, 2014.

(B)

The Company paid back all principal and interest in August 2014.

(C)

On November 13, 2014, the Company extended the maturity date of this note to December 31, 2014 in exchange for (1) a new warrant to purchase 500,000 shares of common stock with an exercise price at $0.25 per share and a life of five years; and (2) an extension of all existing warrants for another five years and the lowering the warrants excise price to $0.25. The Company needs to pay $100,000 principle within 10 days of the execution of this agreement.

(D) One note in the amount of $50,000, which was to mature on October 13, 2014, was fully repaid in September 2014. One note for $400,000, which matured on October 22, 2014, was repaid $100,000 in August 2014 and $50,000 in September 2014. The remaining balance of $250,000 was not repaid on its due date of October 22, 2014. On November 11, 2014, the Company extended the maturity date of this note to December 15, 2014. Under the agreement, the Company needs to pay $100,000 within 10 days of the execution of this agreement.

The Company recorded approximately $128,629 and $75,000 of interest expense pursuant to the amortization of the above note discounts for the three months ended September 30, 2014 and 2013, and $348,000 and $288,000 for the nine months then ended, respectively.

The intrinsic value for the convertible feature of outstanding convertible promissory notes as of September 30, 2014 and December 31, 2013 was approximately $0.

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FAIR VALUE MEASUREMENTS - Level 3 reconciliation of the beginning and ending balances of the fair value measurements - (Details 1) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value included in other (income) expenses	$ (29,400)	$ 842,400	$ (1,201,514)	$ 933,500
Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance, December 31, 2013			1,603,514
Cancellation of derivative liability included in other (income) expenses			(35,714)
Change in fair value included in other (income) expenses			1,165,800
Balance, September 30, 2014	$ 402,000		$ 402,000

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14.  SUBSEQUENT EVENTS

On November 11 and 13, 2014, the Company extended the due date of two of its notes that were in payment default until December 31, 2014 and December 15, 2014, respectively. See Note 8c and 8d for the terms of extensions.

In November 2014, the Company entered into a consulting agreement with a consultant for the identification, analysis and due diligence of investment opportunities in either the technology or digital media business. In consideration for the services to be provided, the Company granted the consultant 2,500,000 warrants to acquire 2,500,000 the company’s common stock at 0.25 per share.