10-Q

UNITED STATES

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, 2018

-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)

208 East 51st Street, Suite 112, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

(646) 801-6146

(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 [ ]

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]
	Emerging growth company   [  ]

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

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

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

November 19, 2018:  Common Stock  -  882,693,736

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GLOBAL ARENA HOLDING, INC.

FORM 10-Q

For the three and nine months ended September 30, 2018

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	22
Item 3.  Quantitative and Qualitative Disclosure  About Market Risk	28
Item 4.  Controls and Procedures	29

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings	31
Item 1A.  Risk Factors	32
Item 2.  Unregistered Sales of Equity Securities and  Use of Proceeds	32
Item 3.  Defaults upon Senior Securities	32
Item 4.  Mine Safety Disclosures	32
Item 5.  Other Information	32
Item 6.  Exhibits	33
SIGNATURES	34

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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

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,	December 31,
	2018	2017
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$35,345	$20,887
Total current assets	35,345	20,887
Deposit for proposed acquisition	466,150	421,650
Investment	284,270	284,270
Other assets	3,346	3,346
TOTAL ASSETS	$789,111	$730,153
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$721,156	$722,636
Accrued expenses	1,300,873	1,020,954
Convertible promissory notes payable, in default	2,083,729	626,000
Convertible promissory notes payable, net of debt discount of $688,689 and $760,942	986,355	1,553,215
Promissory notes payable, in default	230,000	230,000
Deferred revenue	131,019	17,009
Derivative liability	2,782,185	12,303,572
Total current liabilities	8,235,317	16,473,386
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; 2,000,000 shares authorized; Series B preferred stock; 250,000 shares authorized 60,000 and 90,000 issued and outstanding	60	90
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 849,011,830 and 639,660,023 shares issued and outstanding	849,023	639,660
Additional paid-in capital	17,869,077	16,558,470
Accumulated deficit	(26,164,366)	(32,941,453)
Total stockholders' deficit	(7,446,206)	(15,743,233)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$789,111	$730,153

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

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2018	2017	2018	2017
Revenues:
Services	$189,312	$67,046	$418,925	$419,846
Operating expenses:
Salaries and benefits	-	-	9,613	175,296
Occupancy	4,691	2,173	13,418	4,802
Business development	105,800	83,844	290,330	238,215
Professional fees	301,662	510,566	851,130	1,052,010
Office and other	156,765	9,269	303,315	94,443
Total operating expenses	568,918	605,852	1,467,806	1,564,766
Loss from operations	(379,606)	(538,806)	(1,048,881)	(1,144,920)
Other expenses:
Interest expense and financing costs	(877,520)	(330,685)	(3,452,056)	(3,863,074)
Change in fair value of derivative liability	285,033	2,010,475	11,278,024	(1,524,278)
Total operating expenses	(592,487)	1,679,790	7,825,968	(5,387,352)
Income (loss) before provision for taxes	$(972,093)	$1,140,984	$6,777,087	$(6,532,272)
Provision for income taxes	-	-	-	-
Net income (loss)	$(972,093)	$1,140,984	$6,777,087	$(6,532,272)
Weighted average shares outstanding - basic and diluted	895,779,738	489,885,904	740,023,169	400,779,388
Earnings (loss) per share - basic and diluted	$(0.00)	$0.00	$0.01	$(0.02)
	$(0.00)	$0.00	$0.01	$(0.02)

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

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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)

	Nine Months Ended September 30,
	2018	2017
OPERATING ACTIVITIES:
Net income (loss)	$6,777,087	$(6,532,272)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount	1,512,261	482,019
Change in fair value of derivative liability	(11,278,024)	1,524,278
Non-cash financing costs	1,101,610	3,069,208
Convertible promissory notes payable issued for penalty interest	398,676	42,139
Common stock issued for services	175,371	60,000
Fair value of warrants issued for services	14,603	153,132
Change in current assets and liabilities:
Deferred revenue	114,010	17,777
Accounts payable	(1,480)	35,385
Accrued expenses	385,844	314,698
Net cash used in operating activities	(800,042)	(833,636)
INVESTING ACTIVITIES:
Payment of deposit for acquisition	(44,500)	(310,000)
Net cash used in investing activities	(44,500)	(310,000)
FINANCING ACTIVITIES:
Proceeds from convertible promissory notes payable	881,500	599,500
Proceeds from the issuance of Series B preferred stock	-	900,000
Repayment of convertible promissory notes payable	(22,500)	(140,000)
Net cash provided by financing activities	859,000	1,359,500
NET INCREASE IN CASH	14,458	215,864
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	20,887	14,227
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$35,345	$230,091
CASH PAID FOR:
Interest	$-	$-
Income taxes	$-	$-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$2,469,618	$3,475,510
Debt converted to common stock	$616,985	$426,976

The accompanying notes are an integral part of these unaudited condensed 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, 2018 AND 2017

(UNAUDITED)

NOTE 1 - ORGANIZATION

Organization and Business

Global Arena Holding, Inc. (formerly, “Global Arena Holding Subsidiary Corp.”) (“GAHI”), was formed in February 2009, in the state of Delaware.  GAHI and its subsidiaries (the “Company”) was previously a financial services firm and currently is focusing on the following businesses through these subsidiaries:

On February 25, 2015, Global Election Services, Inc. (“GES”), a wholly owned subsidiary was incorporated in the State of Delaware. GES provides comprehensive technology-enabled election services primarily for organized labor associations.

On May 20, 2015, the Company incorporated a wholly owned subsidiary in the State of Delaware called “GAHI Acquisition Corp.”  This entity is to be the merger subsidiary for the potential acquisition of Blockchain Technologies Corp. (See Note 9)

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.  The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the financial condition of the Company and its operating results for the respective periods. The condensed consolidated balance sheet at December 31, 2017 has been derived from the Company's audited consolidated financial statements. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission. The results for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

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 from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of September 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its

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ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.  In May, 2015, the Company entered into an agreement and plan of merger with Blockchain Technologies Corporation (“BTC”), which holds provisional patents and intellectual property for creating a new 3D Blockchain technology. In October, 2015, the Company acquired 10% of the outstanding equity in BTC. The management of the Company is also in negotiations with other companies it believes could be beneficial to the Company’s operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with its new focus on business acquisitions and their ability to raise additional funds that the Company should be able to continue as a going concern.

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 as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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 and majority owned subsidiaries, GES, and GAHI Acquisition Corp.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

Basic and Diluted Earnings (Loss) Per Share

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.  The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	September 30,
	2018	2017
Options	48,000,000	3,000,000
Warrants	461,839,515	325,464,864
Convertible notes	1,312,368,328	409,475,548
Total	1,822,207,843	737,940,412

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Management 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.  Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.

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.  

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 relative 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 are 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 in accordance with the ASC 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.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative

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instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.  

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues through various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.

Share-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures 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.

Fair Value Measurements

The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

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· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash, accounts payable and accrued expenses and deferred revenue – 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.

The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2018 and December 31, 2017.

		Fair Value		Fair Value Measurements at
		As of		September 30, 2018
Description		September 30, 2018		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	2,782,185	$	-	$	2,782,185	$	-
Total	$	2,782,185	$	-	$	2,782,185	$	-

		Fair Value		Fair Value Measurements at
		As of		December 31, 2017
Description		December 31, 2017		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	12,303,572	$	-	$	12,303,572	$	-
Total	$	12,303,572	$	-	$	12,303,572	$	-

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Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The adoption of this ASC did not have an impact on its financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASC did not have an impact on its financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is

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effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASC did not have an impact on its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require 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.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company adopted this ASU beginning on January 1, 2018 and used the modified prospective method of adoption.  The adoption of this ASC did not have a material impact on the Company’s financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 3 - INVESTMENT

On October 20, 2015, the Company paid $125,000 in cash and issued to Nikolaos Spanos, 1,377,398 of its common stock (valued at $68,870) and 1,993,911 warrants to purchase its common shares at the exercise price of $0.10 per common share exercisable for three years (valued at $90,400).  The common shares and warrants are being issued for the purchase of 1,000,000 common shares of Blockchain Technologies Corporation (“BTC”).  Said common shares represent ten percent (10%) of the outstanding equity in BTC.  This investment is accounted for under the cost method.

NOTE 4 - PROMISSORY NOTES PAYABLE

In March 2014, the Company issued two promissory notes for a total of $230,000. The interest rate is the short-term applicable federal rate as determined by the Internal Revenue Service for the calendar month plus 10%. These two promissory notes were expired on September 14, 2015 and are in default as of September 30, 2018 and December 31, 2017.

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NOTE 5 - CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes payable at September 30, 2018 and December 31, 2017 consist of the following:

		September 30,		December 31,
		2018		2017
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price ranging from $0.01 to $0.14 per share. Maturity dates through March 25, 2019. ($1,257,500 (1) and $375,000 in default at September 30, 2018 and December 31, 2017)	$	1,874,000	$	1,552,500
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a price ranging from $0.08 to $0.14 or a 50% to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of September 30, 2018 the conversion price would be $0.0013 to $0.0061 per share) ($231,157 (1) and $51,000 is in default at September 30, 2018 and December 31, 2017)		1,747,201		808,157
Convertible promissory notes with interest at 8% per annum, convertible into common shares at a fixed price of $0.02 per share. The maturity date is May 1, 2018, as amended.  At September 30, 2018 and December 31, 2017, this note is in default (1).		213,572		205,000
Convertible promissory notes with interest at 12% per annum, convertible into 3% of the common shares of GES. The maturity date range from September 20, 2016 to August 15, 2019. ($381,500 (1) and $200,00 is in default at September 30, 2018 and December 31, 2017)		449,000		406,500
Total convertible promissory notes payable		4,283,773		2,972,157
Unamortized debt discount		(688,689)		(760,942)
Convertible promissory notes payable, net discount		3,595,084		2,211,215
Less notes receivable collateralized by convertible promissory notes payable		(525,000)		(32,000)
		3,070,084		2,179,215
Less current portion		(3,070,084)		(2,179,215)
Long-term portion	$	-	$	-

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(1)The Company is currently working with note holders to cure the defaults. 

During the nine months ended September 30, 2018, the Company issued convertible promissory notes payable totaling $982,000 to one investor for which the Company received $335,000 in cash and notes receivable from the same investor totaling $575,000.  During the three months ended September 30, 2018, the Company received $50,000 from a note receivable.  These convertible promissory notes payable also contained an original issue discount of $72,000.  Since the notes receivable were issued to the Company as payment for certain convertible promissory notes payable, the Company has not presented these notes receivable as an asset, but as an offset to the convertible promissory notes payable balance as the investor has the right of offset.

A rollfoward of the convertible promissory notes payable from December 31, 2017 to September 30, 2018 is below:

Convertible promissory notes payable, December 31, 2017	$	2,179,215
Issued for cash		881,500
Issued for penalty interest		398,676
Issued for original issue discount		72,000
Repayment for cash		(22,500)
Conversion to common stock		(511,060)
Debt discount related to new convertible promissory notes		(1,440,008)
Amortization of debt discounts		1,512,261
Convertible promissory notes payable, September 30, 2018	$	3,070,084

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

Certain of the Company’s convertible promissory notes payable are convertible into shares of the Company’s common stock at a percentage of the market price on the date of conversion.  The Company has determined that the variable conversion rate is an embedded derivative instrument. 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,		December 31,
		2018		2017
Risk-free interest rate		2.59%		1.76%
Expected life of the options (Years)		0.54		0.12
Expected volatility		320%		479%
Expected dividend yield		0%		0%
Fair Value	$	2,782,185	$	12,303,572

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A rollfoward of the derivative liability from December 31, 2017 to September 30, 2018 is below:

Derivative liabilities, December 31, 2017	$	12,303,572
Conversion features related to new convertible promissory notes		1,756,637
Change in fair value of derivative liabilities		(11,278,024)
Derivative liabilities, September 30, 2018	$	2,782,185

For the nine months ended September 30, 2018 and 2017, the Company recognized a change in this derivative liability of $11,278,024 and $(1,524,278), respectively, in other income (expense).

NOTE 7- STOCKHOLDERS’ DEFICIT

Series B Preferred Stock

Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock.  The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year.  The Series B Preferred Stock may be converted into common shares, at any time, at the option of the holder.  The conversion price shall be the greater of $0.01 or 90% of the lowest closing price during the five most recent trading days prior to conversion.  The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.  

During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000.  During the nine months ended September 30, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock.

Common Stock

On April 28, 2016 the stockholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. In addition, the stockholders also approved an amendment to the Company’s Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be issued under the Plan from 3,000,000 shares to 7,460 ,000 shares.

During the nine months ended September 30, 2018, the Company issued 148,129,307 shares of common stock for convertible promissory notes payable of $511,060 and accrued interest of $105,925.  Also, the Company issued 30,489,615 shares of stock for a settlement of $175,371.  The shares were valued based on the market price on the date of issuance.  In addition, the Company issued 30,743,885 shares of common stock for the conversion of 30,000 shares of Series B Preferred Stock.

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Option Activity

A summary of the option activity is presented below:

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Options	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2017	48,000,000	0.03	4.80	549,000
Granted	-
Exercised	-
Forfeited/Canceled	-
Outstanding, September 30, 2018	48,000,000	0.03	4.05	-
Exercisable, September 30, 2018	48,000,000	0.03	4.05	-

Warrant Activity

A summary of warrant activity is presented below:

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Warrants	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2017	337,392,015	0.020	2.08	8,634,053
Granted	131,,493,143	0.018
Exercised	-
Forfeited/Canceled	(7,045,643)	0.110
Outstanding, September 30, 2018	461,839,515	0.019	2.02	299,353
Exercisable, September 30, 2018	461,839,515	0.019	2.02	299,353

During the nine months ended September 30, 2018, the Company issued a total of 127,993,143 warrants in connection with a new convertible promissory note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

•Expected life of 3-5 years 

•Volatility of 320% - 337%; 

•Dividend yield of 0%; 

•Risk free interest rate of 2.06% - 2.74% 

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During the nine months ended September 30, 2018, the Company issued 3,500,000 warrants to a consultant for services rendered valued at $14,603. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

•Expected life of 3 years 

•Volatility of 328%, 

•Dividend yield of 0%; 

•Risk free interest rate of 2.68% 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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 accounts payable and accrued expenses at September 30, 2018 and December 31, 2017.  

On October 27, 2014, FINRA indicated that it might recommend enforcement proceedings against GACC, our chairman John Matthews and Brian Joseph Hagerman, the former president and chief compliance officer of GACC. FINRA’s action is commonly referred to as a “Wells Notice” and is a preliminary determination by FINRA staff to recommend disciplinary action against GACC and these individuals.  FINRA is not proposing disciplinary action against the Company.  The allegations are against GACC and these individuals and assert that there were violations of Sections 17(a)(2) and 5 of the Securities Act of 1933 (“Securities Act”); NASD Rules 3010 and 3040; and FINRA Rules 2010, 5122(b)(2) and 5122(b)(1)(B).  GACC and Messrs. Matthews and Hagerman are responding to this Wells Notice and believe that they have meritorious arguments.

On December 1, 2015, John S. Matthews, the chief executive officer and director, signed a "Letter of Acceptance, Waiver and Consent ("AWC") with FINRA consenting to the entry of findings by FINRA, without admitting or denying any wrongdoing, that he did not provide any written disclosures to, or receive any written approval from, his member firm prior to selling promissory notes issued by the Company, some of the investors were not qualified purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act, and the sales were not exempt from the requirements of FINRA Rule 5122, and he willfully failed to disclose an unsatisfied $25,590 federal tax lien within 30 days.   The AWC was accepted by FINRA on December 2, 2015.

As a result of the AWC, Mr. Matthews was subject to a six-month suspension from association with any FINRA member, and a fine of $25,000.  As such, Mr. Matthews was statutorily disqualified with respect to association with a FINRA member.  This suspension expired on June 2, 2016.

On December 23, 2014, one of the Company’s prior attorneys commenced an action against GACC, GAHI, and PMC Capital seeking payment of $150,019 in unpaid legal fees. This amount

19

is included in accounts payable. This action and all related claims were discontinued and dismissed without prejudice in their entirety on January 12, 2018.

On November 5, 2015, one of the Company’s prior attorneys commenced an action against GAHI, seeking payment of $27,518 in unpaid legal fees. This amount is included in accounts payable. On June 22, 2017, the Company made a $5,000 payment adding to the previous payments totaling $22,518 in 2016.  The Company is currently negotiating a final payment of $6,000 to end the litigation.

On December 1, 2016, an action was commenced by an individual against GES, the Company, and the chief executive officer of the Company, which asserts claims for violation of the Fair Labor Standards Act, and overtime violations under New York State Labor Law, and seeks damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. On August 31, 2017, upon payment of the settlement of $40,000, the action was dismissed in its entirety with prejudice.

On July 28, 2017, Mr. Matthews received a letter notifying him of an arbitration award against him in connection to Global Arena Capital Corp., a former subsidiary of the Company.  An appeal to this decision was timely filed on August 25, 2017.  This appeal is still pending.

On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed.  Pursuant to this settlement agreement, the Company paid $50,000 on December 29, 2017, and will pay an additional $200,000 during 2018.

NOTE 9– AGREEMENTS

On June 28, 2018, the Company entered into an application development and services agreement with Synectic Advisors.  Under the terms of the agreement Synectic Advisors will connect the election software programs to the Blockchain. Under the terms of the agreement, the Company will pay $85,000, 4.99% of the Company’s common stock, upon approval of the corporate actions at the 2018 annual meeting, and a 6% net revenue participation.

On June 28, 2018, the Company entered into a joint venture agreement with Voting Portals, LLC (VP), a Florida limited liability company.  Pursuant to this agreement, the joint venture will be making use of the VP online e-voting web portal solutions and proprietary e-voting software programs to service and fulfill GES’s clients’ online elections and other e-voting events pursuant to the terms of the agreement, as well as any other ventures and relationships agreed to pursuant to the goals of the agreement.  As part of this agreement, the Company will be issuing 2,666,667 post-split common shares to VP for services rendered, upon approval of the corporate actions at the 2018 annual meeting.  VP will own 100% of the rights to the software, while GES will be responsible for all administrative and other election procedures.  The closing of this transaction will occur upon the approval of certain corporate actions at the 2018 annual meeting.

On June 28, 2018, the Company amended the master services agreement with HCAS Technologies (the “MSA”), Under the MSA, the Company will be acquiring information technology services and management from HCAS Technologies, as well as hiring Mr. Magdiel Rodriguez to act as Chief Information Officer. Pursuant to this MSA, the Company will pay a monthly fee of $5,000 and issue a total of 4,000,000 warrants to purchase the Company’s post-split common shares at a price of $0.01 as consideration for the services of HCAS and Mr.

20

Magdiel. The closing of this transaction will occur upon the approval of certain corporate actions at the 2018 annual meeting.

On June 28, 2018, the Company entered into an asset purchase agreement with Election Services Solutions, LLC (the “APA”).  Under the APA, the Company will purchase 100% of the assets of Election Services Solutions, LLC.  The Company will pay $500,000, of which $466,150 has already been paid, and issue 6,666,667 post-split common shares to purchase these assets under this APA. The closing of this transaction will occur upon the approval of certain corporate actions at the 2018 annual meeting.

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

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 the Company) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the 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 that are other than statements of historical facts. Although The Company 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 the Company’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including without limitation to this Quarterly Report 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 Company include revenue recognition, valuation of convertible promissory notes and related warrants, stock and stock option compensation, estimates, and derivative financial instruments.

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and

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include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES and GAHI Acquisition Corp.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues through various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.

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 relative 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 are 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 in accordance with the ASC 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.

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Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.  

Share-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB and the SEC did not have, are not believed by management to have, a material impact, or are currently evaluating the potential impact of updated authoritative guidance on the Company’s present or future consolidated financial statements.

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Trends and Uncertainties

The Company currently has minimal revenues and operations and is investigating potential businesses and companies for acquisition to create and/or acquire a sustainable business. Our ability to acquire or create a sustainable business may be adversely affected by our current financial conditions, availability of capital and/ or loans, general economic conditions which can be cyclical in nature along with prolonged recessionary periods, and other economic and political situations.  

The Company has generated recurring losses and cash flow deficits from its 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 new operating plans. The Company plans to use its available cash and new financing to develop and execute its new business plan and hopefully create and maintain a self-sustaining business.  However, the Company can give no assurances that it will be successful in achieving its plans or if financing will be available or, if available, 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 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 instruments and settlement on arbitration.  

The rapid advances in computing and telecommunications technology over the past several decades have brought with them increasingly sophisticated methods of delivering administrating elections. Along with these advances, though, have come risks regarding the integrity and privacy of data, and these risks apply to election companies, 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, when applicable, the Company shall utilize third-party service providers to secure the Company’s financial and personal data; the Company believes that third-party service providers provide reasonable assurance that the financial and personal data that they hold are secure.

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Liquidity and Capital Resources

As of September 30, 2018, the Company has an accumulated deficit of $26,164,366 and a working capital deficit of $8,199,972.  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.

For the nine months ended September 30, 2018, the Company recorded a loss from operations of $1,048,881.  We recorded an amortization of debt discount of $1,512,261.  We recorded a financing costs associated with the issuance convertible promissory notes payable of $1,101,610 and took a charge to earnings of $398,676 for penalty interest on certain convertible promissory notes payable. We recorded a gain from the change in fair value of derivative liability of $11,278,024.  We had an increase in accounts payable and accrued expenses of $384,364 and an increase in deferred revenue of $114,010.  As a result, we had net cash used in operating activities of $800,042 for the nine months ended September 30, 2018.

For the nine months ended September 30, 2018, we paid an additional $44,500 as payment for proposed acquisition.  As a result, we had net cash used in investing activities of $44,500 for the period.

For the nine months ended September 30, 2018, we received $881,500 as proceeds from the issuance of convertible promissory notes payable and repaid $22,500 of such convertible notes.  

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 and be successful 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 for the years ended December 31, 2017 and 2016 have included a “going concern” modification in their auditors’ reports.  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 for the Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenues for the three months ended September 30, 2018 were $189,312 compared to $67,046 for the three months ended September 30, 2017, an increase of $122,266.  The increase is due to the timing of the completion of certain election services during the three months ended September 30, 2018.

Professional fees for the three months ended September 30, 2018 amounted to $301,662 compared to $510,566 for the three months ended September 30, 2017, a decrease of $208,904.  The decrease is due to lower legal and accounting fees.

For the three months ended September 30, 2018, we had occupancy expenses of $4,691, business development expenses of $105,800, and office and other expenses of $156,765, totaling $267,256. Comparatively, for the three months ended September 30, 2017, we had occupancy expenses of $2,173, business development expenses of $83,844, and office and other expenses of $9,269 totaling $95,286.  Increase in these expenses was $171,970 principally due to an increase in business development and office and other expenses due to management focusing on growing its election services business.

Total operating expenses for the three months ended September 30, 2018 were $568,918 compared to $605,852 for the three months ended September 30, 2017, a decrease of $36,934 principally due to reasons discussed above.

Results of Operations for the Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

Revenues for the nine months ended September 30, 2018 were $418,925 compared to $419,846 for the nine months ended September 30, 2017, a decrease of $921.  The decrease is not significant.

Salaries and benefits and stock-based compensation totaled $9,613 for the nine months ended September 30, 2018 compared to $175,296 for the nine months ended September 30, 2017, a decrease of $165,683 due to compensation accrued to our CEO and another employee during the nine months ended September 30, 2017.

27

Professional fees for the nine months ended September 30, 2018 amounted to $851,130 compared to $1,052,010 for the nine months ended September 30, 2017, a decrease of $200,880.  The decrease is due to lower legal and accounting fees.

For the nine months ended September 30, 2018, we had occupancy expenses of $13,418, business development expenses of $290,330, and office and other expenses of $303,315, totaling $607,063. Comparatively, for the nine months ended September 30, 2017, we had occupancy expenses of $4,802, business development expenses of $238,215, and office and other expenses of $94,443 totaling $337,460.  Increase in these expenses was $269,603 principally due to an increase in business development and office and other expenses due to management focusing on growing its election services business.

Total operating expenses for the nine months ended September 30, 2018 were $1,467,806 compared to $1,564,766 for the nine months ended September 30, 2017, a decrease of $96,960 principally due to reasons discussed above.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

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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, 2018.  

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, 2018 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.

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, 2018.  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.

29

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.

30

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 accounts payable and accrued expenses at December 31, 2017 and 2016.  

On October 27, 2014, FINRA indicated that it might recommend enforcement proceedings against GACC, our chairman John Matthews and Brian Joseph Hagerman, the former president and chief compliance officer of GACC. FINRA’s action is commonly referred to as a “Wells Notice” and is a preliminary determination by FINRA staff to recommend disciplinary action against GACC and these individuals.  FINRA is not proposing disciplinary action against the Company.  The allegations are against GACC and these individuals and assert that there were violations of Sections 17(a)(2) and 5 of the Securities Act of 1933 (“Securities Act”); NASD Rules 3010 and 3040; and FINRA Rules 2010, 5122(b)(2) and 5122(b)(1)(B).  GACC and Messrs. Matthews and Hagerman are responding to this Wells Notice and believe that they have meritorious arguments.

On December 1, 2015, John S. Matthews, the chief executive officer and director, signed a "Letter of Acceptance, Waiver and Consent ("AWC") with FINRA consenting to the entry of findings by FINRA, without admitting or denying any wrongdoing, that he did not provide any written disclosures to, or receive any written approval from, his member firm prior to selling promissory notes issued by the Company, some of the investors were not qualified purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act, and the sales were not exempt from the requirements of FINRA Rule 5122, and he willfully failed to disclose an unsatisfied $25,590 federal tax lien within 30 days.   The AWC was accepted by FINRA on December 2, 2015.

As a result of the AWC, Mr. Matthews was subject to a six-month suspension from association with any FINRA member, and a fine of $25,000.  As such, Mr. Matthews was statutorily disqualified with respect to association with a FINRA member.  This suspension expired on June 2, 2016.

On December 23, 2014, one of the Company’s prior attorneys commenced an action against GACC, GAHI, and PMC Capital seeking payment of $150,019 in unpaid legal fees. This amount is included in accounts payable. This action and all related claims were discontinued and dismissed without prejudice in their entirety on January 12, 2018.

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On November 5, 2015, one of the Company’s prior attorneys commenced an action against GAHI, seeking payment of $27,518 in unpaid legal fees. This amount is included in accounts payable. On June 22, 2017, the Company made a $5,000 payment adding to the previous payments totaling $22,518 in 2016.  The Company is currently negotiating a final payment of $6,000 to end the litigation.

On December 1, 2016, an action was commenced by an individual against GES, the Company, and the chief executive officer of the Company, which asserts claims for violation of the Fair Labor Standards Act, and overtime violations under New York State Labor Law, and seeks damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. On August 31, 2017, upon payment of the settlement of $40,000, the action was dismissed in its entirety with prejudice.

On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed.  Pursuant to this settlement agreement, the Company paid $50,000 on December 29, 2017, and will pay an additional $200,000 during 2018.

Item 1A.  Risk Factors

Not applicable for smaller reporting company

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

During the three months ended September 30, 2018, the Company issued 56,313,955 shares of common stock for convertible promissory notes payable and accrued interest of $110,000 and issued 20,489,615 shares of stock for a settlement.

The above shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3.   Defaults Upon Senior Securities  

The Company is currently in default on $2,083,729 of convertible promissory notes payable and $230,000 of promissory notes.

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.   Other Information  

None 

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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.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.

33

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 19, 2018

Global Arena Holding, Inc.

/s/John Matthews

  John Matthews

  Chief Executive Officer

  Chief Financial Officer

34

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. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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, our 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 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. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of 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 controls over financial reporting.

Date: November 19, 2018

/s/John Matthews

John Matthews

Chief Executive Officer

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

In connection with the Quarterly Report of Global Arena Holding, Inc. (the "Company") on Form 10-Q for the three and nine months ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Matthews, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/John Matthews

John Matthews

Chief Executive Officer

Chief Financial Officer

November 19, 2018

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 19, 2018
Details
Registrant Name	Global Arena Holding, Inc.
Registrant CIK	0001138724
SEC Form	10-Q
Period End date	Sep. 30, 2018
Fiscal Year End	--12-31
Trading Symbol	GAHC
Tax Identification Number (TIN)	330931599
Number of common stock shares outstanding		882,693,736
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	208 East 51st Street, Suite 112
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	801-6146

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Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 35,345	$ 20,887
Assets, Current	35,345	20,887
Deposit for proposed acquisition	466,150	421,650
Investments	284,270	284,270
Other Assets	3,346	3,346
Assets	789,111	730,153
Liabilities, Current
Accounts Payable, Current	721,156	722,636
Accrued Liabilities, Current	1,300,873	1,020,954
Convertible promissory notes payable, in default	2,083,729	626,000
Convertible promissory notes payable, net of debt discount of $760,942 and $201,628	986,355	1,553,215
Promissory notes payable, in default	230,000	230,000
Deferred Revenue	131,019	17,009
Derivative Liability	2,782,185	12,303,572
Liabilities, Current	8,235,317	16,473,386
Stockholders' Equity Attributable to Parent
Preferred Stock, Value, Outstanding	60	90
Common Stock, Value, Outstanding	849,023	639,660
Additional Paid in Capital	17,869,077	16,558,470
Retained Earnings (Accumulated Deficit)	(26,164,366)	(32,941,453)
Stockholders' Equity Attributable to Parent	(7,446,206)	(15,743,233)
Liabilities and Equity	$ 789,111	$ 730,153

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Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Details
Preferred Stock, Par or Stated Value Per Share		$ 0.001
Preferred Stock, Shares Authorized		2,000,000
Preferred Stock, Shares Outstanding	60,000	90,000
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		1,000,000,000
Common Stock, Shares, Outstanding	849,011,830	639,660,023

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Consolidated Statement of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues
Revenues	$ 189,312	$ 67,046	$ 418,925	$ 419,846
Operating Expenses
Compensation	0	0	9,613	175,296
Occupancy Costs	4,691	2,173	13,418	4,802
Business Development	105,800	83,844	290,330	238,215
Professional Fees	301,662	510,566	851,130	1,052,010
Office and other	156,765	9,269	303,315	94,443
Operating Expenses	568,918	605,852	1,467,806	1,564,766
Operating Income (Loss)	(379,606)	(538,806)	(1,048,881)	(1,144,920)
Other Expenses
Interest Expense	(877,520)	(330,685)	(3,452,056)	(3,863,074)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss)	285,033	2,010,475	11,278,024	(1,524,278)
Other Operating Income (Expense), Net	(592,487)	1,679,790	7,825,968	(5,387,352)
Income (Loss) from Continuing Operations before Income Taxes, Domestic	(972,093)	1,140,984	6,777,087	(6,532,272)
Income Taxes Paid, Net	0	0	0	0
Net Income (Loss) Attributable to Parent	$ (972,093)	$ 1,140,984	$ 6,777,087	$ (6,532,272)
Weighted Average Number of Shares Outstanding, Basic and Diluted	895,779,738	489,885,904	740,023,169	400,779,388
Earnings Per Share, Basic	$ (0.00)	$ 0.00	$ 0.01	$ (0.02)
Earnings Per Share, Diluted	$ (0.00)	$ 0.00	$ 0.01	$ (0.02)

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Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss) Attributable to Parent	$ 6,777,087	$ (6,532,272)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Amortization of Debt Discount (Premium)	1,512,261	482,019
Change in fair value of derivative liability	(11,278,024)	1,524,278
Non-cash financing costs	1,101,610	3,069,208
Convertible promissory notes payable issued for penalty interest	398,676	42,139
Issuance of Stock and Warrants for Services or Claims	175,371	60,000
Fair value of warrants issued for services	14,603	153,132
Increase (Decrease) in Operating Assets
Increase (Decrease) in Deferred Revenue	114,010	17,777
Accounts payable	(1,480)	35,385
Accrued expenses	385,844	314,698
Net Cash Provided by (Used in) Operating Activities	(800,042)	(833,636)
Net Cash Provided by (Used in) Investing Activities
Payments for Deposits on Real Estate Acquisitions	(44,500)	(310,000)
Net Cash Provided by (Used in) Investing Activities	(44,500)	(310,000)
Net Cash Provided by (Used in) Financing Activities
Proceeds from convertible promissory notes payable	881,500	599,500
Proceeds from the issuance of Series B preferred stock	0	900,000
Repayment of convertible promissory notes payable	(22,500)	(140,000)
Net Cash Provided by (Used in) Financing Activities	859,000	1,359,500
Cash, Period Increase (Decrease)	14,458	215,864
Cash and Cash Equivalents, at Carrying Value	20,887	14,227
Cash and Cash Equivalents, at Carrying Value	35,345	230,091
Interest Paid	0	0
Income Taxes Paid	0	0
Allocated value of warrants and beneficial conversion features related to debt	2,469,618	3,475,510
Debt converted to common stock	$ 616,985	$ 426,976

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NOTE 1 - ORGANIZATION

9 Months Ended

Sep. 30, 2018

Notes

NOTE 1 - ORGANIZATION

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 from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of September 30, 2018. These factors 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 acquire or develop a business that generates sufficient positive cash flows from operations.  In May, 2015, the Company entered into an agreement and plan of merger with Blockchain Technologies Corporation (“BTC”), which holds provisional patents and intellectual property for creating a new 3D Blockchain technology. In October, 2015, the Company acquired 10% of the outstanding equity in BTC. The management of the Company is also in negotiations with other companies it believes could be beneficial to the Company’s operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with its new focus on business acquisitions and their ability to raise additional funds that the Company should be able to continue as a going concern.

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 as a going concern.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2018

Notes

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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 and majority owned subsidiaries, GES, and GAHI Acquisition Corp.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

Basic and Diluted Earnings (Loss) Per Share

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.  The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	September 30,
	2018	2017
Options	48,000,000	3,000,000
Warrants	461,839,515	325,464,864
Convertible notes	1,312,368,328	409,475,548
Total	1,822,207,843	737,940,412

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.  

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues through various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.

Share-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures 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.

Fair Value Measurements

The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash, accounts payable and accrued expenses and deferred revenue – 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.

The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2018 and December 31, 2017.

		Fair Value		Fair Value Measurements at
		As of		September 30, 2018
Description		September 30, 2018		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	2,782,185	$	-	$	2,782,185	$	-
Total	$	2,782,185	$	-	$	2,782,185	$	-

		Fair Value		Fair Value Measurements at
		As of		December 31, 2017
Description		December 31, 2017		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	12,303,572	$	-	$	12,303,572	$	-
Total	$	12,303,572	$	-	$	12,303,572	$	-

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is

effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASC did not have an impact on its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require 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.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company adopted this ASU beginning on January 1, 2018 and used the modified prospective method of adoption.  The adoption of this ASC did not have a material impact on the Company’s financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

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NOTE 3 - INVESTMENT

9 Months Ended

Sep. 30, 2018

Notes

NOTE 3 - INVESTMENT

NOTE 3 - INVESTMENT

On October 20, 2015, the Company paid $125,000 in cash and issued to Nikolaos Spanos, 1,377,398 of its common stock (valued at $68,870) and 1,993,911 warrants to purchase its common shares at the exercise price of $0.10 per common share exercisable for three years (valued at $90,400).  The common shares and warrants are being issued for the purchase of 1,000,000 common shares of Blockchain Technologies Corporation (“BTC”).  Said common shares represent ten percent (10%) of the outstanding equity in BTC.  This investment is accounted for under the cost method.

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NOTE 4 - PROMISSORY NOTES PAYABLE

9 Months Ended

Sep. 30, 2018

Notes

NOTE 4 - PROMISSORY NOTES PAYABLE

NOTE 4 - PROMISSORY NOTES PAYABLE

In March 2014, the Company issued two promissory notes for a total of $230,000. The interest rate is the short-term applicable federal rate as determined by the Internal Revenue Service for the calendar month plus 10%. These two promissory notes were expired on September 14, 2015 and are in default as of September 30, 2018 and December 31, 2017.

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Convertible Promissory Notes Payable

9 Months Ended

Sep. 30, 2018

Notes

Convertible Promissory Notes Payable

NOTE 5 - CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes payable at September 30, 2018 and December 31, 2017 consist of the following:

		September 30,		December 31,
		2018		2017
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price ranging from $0.01 to $0.14 per share. Maturity dates through March 25, 2019. ($1,257,500 (1) and $375,000 in default at September 30, 2018 and December 31, 2017)	$	1,874,000	$	1,552,500
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a price ranging from $0.08 to $0.14 or a 50% to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of September 30, 2018 the conversion price would be $0.0013 to $0.0061 per share) ($231,157 (1) and $51,000 is in default at September 30, 2018 and December 31, 2017)		1,747,201		808,157
Convertible promissory notes with interest at 8% per annum, convertible into common shares at a fixed price of $0.02 per share. The maturity date is May 1, 2018, as amended.  At September 30, 2018 and December 31, 2017, this note is in default (1).		213,572		205,000
Convertible promissory notes with interest at 12% per annum, convertible into 3% of the common shares of GES. The maturity date range from September 20, 2016 to August 15, 2019. ($381,500 (1) and $200,00 is in default at September 30, 2018 and December 31, 2017)		449,000		406,500
Total convertible promissory notes payable		4,283,773		2,972,157
Unamortized debt discount		(688,689)		(760,942)
Convertible promissory notes payable, net discount		3,595,084		2,211,215
Less notes receivable collateralized by convertible promissory notes payable		(525,000)		(32,000)
		3,070,084		2,179,215
Less current portion		(3,070,084)		(2,179,215)
Long-term portion	$	-	$	-

(1)The Company is currently working with note holders to cure the defaults. 

During the nine months ended September 30, 2018, the Company issued convertible promissory notes payable totaling $982,000 to one investor for which the Company received $335,000 in cash and notes receivable from the same investor totaling $575,000.  During the three months ended September 30, 2018, the Company received $50,000 from a note receivable.  These convertible promissory notes payable also contained an original issue discount of $72,000.  Since the notes receivable were issued to the Company as payment for certain convertible promissory notes payable, the Company has not presented these notes receivable as an asset, but as an offset to the convertible promissory notes payable balance as the investor has the right of offset.

A rollfoward of the convertible promissory notes payable from December 31, 2017 to September 30, 2018 is below:

Convertible promissory notes payable, December 31, 2017	$	2,179,215
Issued for cash		881,500
Issued for penalty interest		398,676
Issued for original issue discount		72,000
Repayment for cash		(22,500)
Conversion to common stock		(511,060)
Debt discount related to new convertible promissory notes		(1,440,008)
Amortization of debt discounts		1,512,261
Convertible promissory notes payable, September 30, 2018	$	3,070,084

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NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2018

Notes

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

Certain of the Company’s convertible promissory notes payable are convertible into shares of the Company’s common stock at a percentage of the market price on the date of conversion.  The Company has determined that the variable conversion rate is an embedded derivative instrument. 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,		December 31,
		2018		2017
Risk-free interest rate		2.59%		1.76%
Expected life of the options (Years)		0.54		0.12
Expected volatility		320%		479%
Expected dividend yield		0%		0%
Fair Value	$	2,782,185	$	12,303,572

A rollfoward of the derivative liability from December 31, 2017 to September 30, 2018 is below:

Derivative liabilities, December 31, 2017	$	12,303,572
Conversion features related to new convertible promissory notes		1,756,637
Change in fair value of derivative liabilities		(11,278,024)
Derivative liabilities, September 30, 2018	$	2,782,185

For the nine months ended September 30, 2018 and 2017, the Company recognized a change in this derivative liability of $11,278,024 and $(1,524,278), respectively, in other income (expense).

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NOTE 7- STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2018

Notes

NOTE 7- STOCKHOLDERS' DEFICIT

NOTE 7- STOCKHOLDERS’ DEFICIT

Series B Preferred Stock

Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock.  The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year.  The Series B Preferred Stock may be converted into common shares, at any time, at the option of the holder.  The conversion price shall be the greater of $0.01 or 90% of the lowest closing price during the five most recent trading days prior to conversion.  The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.  

During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000.  During the nine months ended September 30, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock.

Common Stock

On April 28, 2016 the stockholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. In addition, the stockholders also approved an amendment to the Company’s Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be issued under the Plan from 3,000,000 shares to 7,460 ,000 shares.

During the nine months ended September 30, 2018, the Company issued 148,129,307 shares of common stock for convertible promissory notes payable of $511,060 and accrued interest of $105,925.  Also, the Company issued 30,489,615 shares of stock for a settlement of $175,371.  The shares were valued based on the market price on the date of issuance.  In addition, the Company issued 30,743,885 shares of common stock for the conversion of 30,000 shares of Series B Preferred Stock.

Option Activity

A summary of the option activity is presented below:

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Options	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2017	48,000,000	0.03	4.80	549,000
Granted	-
Exercised	-
Forfeited/Canceled	-
Outstanding, September 30, 2018	48,000,000	0.03	4.05	-
Exercisable, September 30, 2018	48,000,000	0.03	4.05	-

Warrant Activity

A summary of warrant activity is presented below:

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Warrants	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2017	337,392,015	0.020	2.08	8,634,053
Granted	131,,493,143	0.018
Exercised	-
Forfeited/Canceled	(7,045,643)	0.110
Outstanding, September 30, 2018	461,839,515	0.019	2.02	299,353
Exercisable, September 30, 2018	461,839,515	0.019	2.02	299,353

During the nine months ended September 30, 2018, the Company issued a total of 127,993,143 warrants in connection with a new convertible promissory note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

•Expected life of 3-5 years 

•Volatility of 320% - 337%; 

•Dividend yield of 0%; 

•Risk free interest rate of 2.06% - 2.74% 

During the nine months ended September 30, 2018, the Company issued 3,500,000 warrants to a consultant for services rendered valued at $14,603. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

•Expected life of 3 years 

•Volatility of 328%, 

•Dividend yield of 0%; 

•Risk free interest rate of 2.68% 

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NOTE 8 - COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2018

Notes

NOTE 8 - COMMITMENTS AND CONTINGENCIES

On December 23, 2014, one of the Company’s prior attorneys commenced an action against GACC, GAHI, and PMC Capital seeking payment of $150,019 in unpaid legal fees. This amount

is included in accounts payable. This action and all related claims were discontinued and dismissed without prejudice in their entirety on January 12, 2018.

On November 5, 2015, one of the Company’s prior attorneys commenced an action against GAHI, seeking payment of $27,518 in unpaid legal fees. This amount is included in accounts payable. On June 22, 2017, the Company made a $5,000 payment adding to the previous payments totaling $22,518 in 2016.  The Company is currently negotiating a final payment of $6,000 to end the litigation.

On December 1, 2016, an action was commenced by an individual against GES, the Company, and the chief executive officer of the Company, which asserts claims for violation of the Fair Labor Standards Act, and overtime violations under New York State Labor Law, and seeks damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. On August 31, 2017, upon payment of the settlement of $40,000, the action was dismissed in its entirety with prejudice.

On July 28, 2017, Mr. Matthews received a letter notifying him of an arbitration award against him in connection to Global Arena Capital Corp., a former subsidiary of the Company.  An appeal to this decision was timely filed on August 25, 2017.  This appeal is still pending.

On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed.  Pursuant to this settlement agreement, the Company paid $50,000 on December 29, 2017, and will pay an additional $200,000 during 2018.

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Agreements

9 Months Ended

Sep. 30, 2018

Notes

Agreements

On June 28, 2018, the Company amended the master services agreement with HCAS Technologies (the “MSA”), Under the MSA, the Company will be acquiring information technology services and management from HCAS Technologies, as well as hiring Mr. Magdiel Rodriguez to act as Chief Information Officer. Pursuant to this MSA, the Company will pay a monthly fee of $5,000 and issue a total of 4,000,000 warrants to purchase the Company’s post-split common shares at a price of $0.01 as consideration for the services of HCAS and Mr.

Magdiel. The closing of this transaction will occur upon the approval of certain corporate actions at the 2018 annual meeting.

On June 28, 2018, the Company entered into an asset purchase agreement with Election Services Solutions, LLC (the “APA”).  Under the APA, the Company will purchase 100% of the assets of Election Services Solutions, LLC.  The Company will pay $500,000, of which $466,150 has already been paid, and issue 6,666,667 post-split common shares to purchase these assets under this APA. The closing of this transaction will occur upon the approval of certain corporate actions at the 2018 annual meeting.

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NOTE 1 - ORGANIZATION: Going Concern (Policies)

9 Months Ended

Sep. 30, 2018

Policies

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 from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of September 30, 2018. These factors 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 acquire or develop a business that generates sufficient positive cash flows from operations.  In May, 2015, the Company entered into an agreement and plan of merger with Blockchain Technologies Corporation (“BTC”), which holds provisional patents and intellectual property for creating a new 3D Blockchain technology. In October, 2015, the Company acquired 10% of the outstanding equity in BTC. The management of the Company is also in negotiations with other companies it believes could be beneficial to the Company’s operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with its new focus on business acquisitions and their ability to raise additional funds that the Company should be able to continue as a going concern.

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 as a going concern.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Principles of Consolidation

Principles of Consolidation

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 and majority owned subsidiaries, GES, and GAHI Acquisition Corp.  All significant intercompany accounts and transactions have been eliminated in consolidation.  

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Share (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Basic and Diluted Earnings (Loss) Per Share

Basic and Diluted Earnings (Loss) Per Share

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.  The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	September 30,
	2018	2017
Options	48,000,000	3,000,000
Warrants	461,839,515	325,464,864
Convertible notes	1,312,368,328	409,475,548
Total	1,822,207,843	737,940,412

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Management Estimates (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Management Estimates

Management 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.  Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

9 Months Ended

Sep. 30, 2018

Policies

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.  

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Convertible Debt (Policies)

9 Months Ended

Sep. 30, 2018

Policies

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 relative 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 are 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 in accordance with the ASC 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.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Derivative Financial Instruments (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.  

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues through various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Share-Based Compensation (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Share-Based Compensation

Share-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)

9 Months Ended

Sep. 30, 2018

Policies

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.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Fair Value Measurements

Fair Value Measurements

The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash, accounts payable and accrued expenses and deferred revenue – 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.

The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2018 and December 31, 2017.

		Fair Value		Fair Value Measurements at
		As of		September 30, 2018
Description		September 30, 2018		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	2,782,185	$	-	$	2,782,185	$	-
Total	$	2,782,185	$	-	$	2,782,185	$	-

		Fair Value		Fair Value Measurements at
		As of		December 31, 2017
Description		December 31, 2017		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	12,303,572	$	-	$	12,303,572	$	-
Total	$	12,303,572	$	-	$	12,303,572	$	-

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Recently Issued Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is

effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASC did not have an impact on its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require 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.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company adopted this ASU beginning on January 1, 2018 and used the modified prospective method of adoption.  The adoption of this ASC did not have a material impact on the Company’s financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	September 30,
	2018	2017
Options	48,000,000	3,000,000
Warrants	461,839,515	325,464,864
Convertible notes	1,312,368,328	409,475,548
Total	1,822,207,843	737,940,412

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements: Schedule of Financial Assets and Liabilities measured at fair value on a recurring basis (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Financial Assets and Liabilities measured at fair value on a recurring basis

		Fair Value		Fair Value Measurements at
		As of		September 30, 2018
Description		September 30, 2018		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	2,782,185	$	-	$	2,782,185	$	-
Total	$	2,782,185	$	-	$	2,782,185	$	-

		Fair Value		Fair Value Measurements at
		As of		December 31, 2017
Description		December 31, 2017		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	12,303,572	$	-	$	12,303,572	$	-
Total	$	12,303,572	$	-	$	12,303,572	$	-

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Convertible Promissory Notes Payable: Rollforward of convertible promissory notes (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Rollforward of convertible promissory notes

Convertible promissory notes payable, December 31, 2017	$	2,179,215
Issued for cash		881,500
Issued for penalty interest		398,676
Issued for original issue discount		72,000
Repayment for cash		(22,500)
Conversion to common stock		(511,060)
Debt discount related to new convertible promissory notes		(1,440,008)
Amortization of debt discounts		1,512,261
Convertible promissory notes payable, September 30, 2018	$	3,070,084

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NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS: Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

		September 30,		December 31,
		2018		2017
Risk-free interest rate		2.59%		1.76%
Expected life of the options (Years)		0.54		0.12
Expected volatility		320%		479%
Expected dividend yield		0%		0%
Fair Value	$	2,782,185	$	12,303,572

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NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS: Schedule of rollforward of derivative liability (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of rollforward of derivative liability

Derivative liabilities, December 31, 2017	$	12,303,572
Conversion features related to new convertible promissory notes		1,756,637
Change in fair value of derivative liabilities		(11,278,024)
Derivative liabilities, September 30, 2018	$	2,782,185

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NOTE 7- STOCKHOLDERS' DEFICIT: Share-based Compensation, Stock Options, Activity (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Share-based Compensation, Stock Options, Activity

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Options	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2017	48,000,000	0.03	4.80	549,000
Granted	-
Exercised	-
Forfeited/Canceled	-
Outstanding, September 30, 2018	48,000,000	0.03	4.05	-
Exercisable, September 30, 2018	48,000,000	0.03	4.05	-

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NOTE 7- STOCKHOLDERS' DEFICIT: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants or Rights

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Warrants	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2017	337,392,015	0.020	2.08	8,634,053
Granted	131,,493,143	0.018
Exercised	-
Forfeited/Canceled	(7,045,643)	0.110
Outstanding, September 30, 2018	461,839,515	0.019	2.02	299,353
Exercisable, September 30, 2018	461,839,515	0.019	2.02	299,353

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($)	Sep. 30, 2018	Sep. 30, 2017
Details
Antidilutive options	$ 48,000,000	$ 3,000,000
Antidilutive warrants	461,839,515	325,464,864
Antidilutive convertible notes	$ 1,312,368,328	$ 409,475,548

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements: Schedule of Financial Assets and Liabilities measured at fair value on a recurring basis (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Beneficial conversion feature	$ 2,782,185	$ 12,303,572
Fair Value, Inputs, Level 1
Beneficial conversion feature	0	0
Fair Value, Inputs, Level 2
Beneficial conversion feature	2,782,185	12,303,572
Fair Value, Inputs, Level 3
Beneficial conversion feature	$ 0	$ 0

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NOTE 3 - INVESTMENT (Details)	Oct. 20, 2015 USD ($) $ / shares shares
Details
Cash paid to Nikolaos Spanos | $	$ 125,000
Common stock issued to Nikolaos Spanos	1,377,398
Warrants issued to Nikolaos Spanos	1,993,911
Exercise price of warrants issued to Nikolaos Spanos | $ / shares	$ 0.10

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Convertible Promissory Notes Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Details
Convertible promissory notes with interest at 12% per annum in default	$ 1,874,000	$ 1,552,500
Convertible promissory notes with interest at 12% per annum with 50% discount	1,747,201	808,157
Convertible promissory notes with interest at 8% per annum	213,572	205,000
Convertible promissory notes convertible into 3% of GES	449,000	406,500
Unamortized debt discount	(688,689)	(760,942)
Convertible promissory notes payable, net discount	3,595,084	2,211,215
Less notes receivable collateralized by convertible promissory notes payable	(525,000)	(32,000)
Current portion of promissory note amounts due	(3,070,084)	(2,179,215)
Long term portion of promissory note amounts due	$ 0	$ 0

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Convertible Promissory Notes Payable: Rollforward of convertible promissory notes (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Details
Convertible Notes Payable, Beginning Balance	$ 2,179,215
Convertible promissory notes issued for cash	881,500
Convertible promissory notes issued for penalty interest	398,676
Convertible promissory notes issued for original issue discount	72,000
Proceeds from (Repayments of) Restricted Cash, Financing Activities	(22,500)
Value of convertible promissory notes converted to common stock	(511,060)
Debt discount related to new convertible promissory notes	(1,440,008)
Amortization of Debt Discount (Premium)	1,512,261	$ 482,019
Convertible Notes Payable, Ending Balance	$ 3,070,084

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NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS: Schedule of rollforward of derivative liability (Details)	9 Months Ended
	Sep. 30, 2018 USD ($)
Details
Derivative Liabilities, Beginning Balance	$ 12,303,572
Conversion features related to new convertible promissory notes	1,756,637
Change in fair value of derivative liabilities	(11,278,024)
Derivative Liabilities, Ending Balance	$ 2,782,185

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NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Details
Increase (Decrease) in Derivative Liabilities	$ 11,278,024	$ (1,524,278)

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NOTE 7- STOCKHOLDERS' DEFICIT (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Details
Series B preferred shares issued during the period		90,000
Proceeds from Series B preferred shares issued during the period		$ 900,000
Increase (Decrease) in Derivative Liabilities	30,743,885
Common shares issued during the period	148,129,307
Value of converted promissory notes payable during the period	$ 511,060
Value of converted interest on promissory notes payable during the period	$ 105,925
Sale of Stock, Number of Shares Issued in Transaction	30,489,615
Proceeds from Issuance of Common Stock	$ 175,371
Common shares issued for services during the period	30,743,885
Warrants issued in connection with convertible notes during the period	127,993,143
Warrants issued for consulting services rendered	3,500,000
Value of consulting services rendered	$ 14,603