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DOCUMENTS INCORPORATED BY REFERENCE
Global Arena Holding, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2024
Table of Contents
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K for the year ended December 31, 2024 may constitute “forward-looking” statements. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words “estimate,” “plan,” “anticipate,” “expect,” “intend,” “believe,” “target,” “budget,” “may,” “can,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Forward-looking statements address activities, events or developments that we expect or anticipates will or may occur in the future and are based on current expectations and assumptions.
These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. See our other reports filed with the Securities and Exchange Commission (the “SEC”) for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that we believe are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Annual Report, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this Annual Report speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Risk Factors and the Summary of Risk Factors in Item 1A. Risk Factors of this Annual Report.
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PART I
ITEM 1. BUSINESS
Global Arena Holding, Inc. (“GAHI”) was formed in February 2009, in the state of Delaware. GAHI and its subsidiaries (collectively, the “Company”) is organized as a holding company. We became public on 2011, when we completed a reverse merger with China Stationery and Office Supply, Inc., an OTC Bulletin Board company. We were previously a financial services firm and are currently focusing on the businesses detailed below through our subsidiaries, Global Election Services, Inc. (“GES”) and Fortis Industria LLC.
Global Election Services
GES, formed on February 25, 2015, provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling, and image correction. The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking. This system provides three types of audit capabilities.
GES is also working with multiple vendors and has made investments in companies who are developing Blockchain Technology for a data storage and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and internet voting.
GES Acquisition of Election Services Solutions, LLC
On March 25, 2021, GES entered into a second amended purchase agreement (the “Second APA”) with Election Services Solutions, LLC (“ESS”). Under the Second APA, GES agreed to purchase 100% of the assets of Election Services Solutions for $650,000 (of which $511,150 was already paid) and the issuance of 40,000,000 shares of common stock. This APA replaces the first amended purchase agreement, dated May 10, 2019. GES derives over 80% of its current business from ESS. On August 2, 2024, GES entered into a convertible promissory note agreement with the former Managing Director of ESS to finalize the purchase of GES. The note has a principal amount of $138,850 due in October 15, 2025 with an annual interest rate of 12%.
True Vote, Inc.
On February 27, 2023, GES and True Vote, Inc. (“True Vote”) entered into Common Stock Purchase Agreement. Under the terms of the agreement, GES invested $50,000 into a 24 month debenture and issued a 3-year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company received 3 million shares of common stock of True Vote, representing 30% of True Vote. The transaction closed on February 27, 2023.
GAHI Acquisition Corp.
GAHI Acquisition Corp., a Delaware corporation (“GAHI Acquisition”), was formed on May 20, 2015, and is a wholly owned subsidiary. GAHI Acquisition was originally formed to merge with another business venture, the transaction of which was subsequently terminated. GAHI Acquisition discontinued all operations effective September 30, 2024.
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Fortis Industria, LLC
On January 26, 2023, we filed Articles of Organization with the State of Nevada to create a limited liability company called Fortis Industria, LLC. We own 90% of the member interests. John S. Matthews, an officer and director of GAHI, owns 5% of the member interests. Fortis is currently discussing potential new acquisitions.
Tidewater Energy Group Inc.
On November 19, 2019, we formed Tidewater Energy Group Inc., a 51% subsidiary, to explore opportunities in the oil, gas, mineral, and energy business. We closed Tidewater Energy Group Inc. on December 31, 2024.
Growth Strategy for the Company
Management believes there are four significant opportunities to increase market share;
| 1) | The growth and expansion of GES current business and the expansion into paper absentee/mail for US Government and Foreign elections. | |
| 2) | The additional development of interactive communication, between elected individuals and their constituents; | |
| 3) | The development of Blockchain voting applications. |
1) Management believes there is an opportunity in conducting U.S. and foreign government elections. GES’ senior management teams’ primary business for over 40 years has been mail/absentee ballot elections. The market for GES conducting paper/mail ballot elections have experienced significant growth starting in January of 2017, when President Barack Obama, and Donald Trump each designated U.S. Elections as “Critical Infrastructure”. The effect of these Executive Orders was to refocus the Department of Homeland Security, and the Elections Assistance Commission (EAC) to reenergize compliance on U.S. Government elections, and assist by making available resources such as intelligence, funding, training and best practices in election software and hardware, for all 50 states.
In the U.S. there are 3,007 counties, 64 parishes, 19 organized boroughs, 11 census areas, 41 independent cities, and the District of Columbia, all of whom are responsible for purchasing and updating election machines and software. Each municipal county individually purchases election voting machines under the guidance of their own State’s Secretary of State, recommendations from the National Association of Secretaries of State (NASS), and local election regulations.
The U.S. government, through the Elections Assistance Commission (EAC), certifies election software and hardware for use in U.S. government elections.
The size and scope of the opportunity in U.S. government elections is reflected in recent federal funding legislation for U.S. municipalities.
On March 27, 2020, President Donald J. Trump signed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) into law, which included $400 million in new Help America Vote Act (HAVA) emergency funds. These funds were made available to states to prevent, prepare for, and respond to the challenges of the COVID-19 pandemic during the 2020 federal election cycle. The U.S. Election Assistance Commission (EAC) distributed the supplemental funding to support election security and access in response to the pandemic.
On December 20, 2019, President Trump signed the Consolidated Appropriations Act of 2020 into law. The Act included $425 million in new HAVA funds made available. On March 23, 2018, President Trump signed the Consolidated Appropriations Act of 2018 into law, which included $380 million in Help America Vote Act (HAVA) grants for states to make election security improvements.
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Among the authorized uses of the grant funds is the replacement of voting equipment, specifically equipment that does not produce a paper record or that is determined to be at the end of its useful life. Recent published examples are:
| ● | In 2019, Hawaii (SB 166) allocated $789,598 for the purpose of a vote counting system contract. | |
| ● | In 2019, Georgia issued a $150 million bond package for the replacement of voting equipment statewide. The state also appropriated $12,840,000 from the General Fund for the purpose of financing projects and facilities for the Office of Secretary of State. | |
| ● | In 2019, Wyoming appropriated $7.5 million into an election readiness account (HB 21). The state’s $3 million HAVA allocation will also be placed in this account, the majority of which will go toward replacing outdated voting equipment statewide. | |
| ● | In 2019, North Dakota enacted SB 2002, which included a one-time appropriation for voting equipment and electronic poll books statewide. The total amount of $11.2 million included $8.2 million in state funds and $3 million in HAVA funds. |
The opportunity for mail/absentee ballots surged in prominence during the 2020 election due to the COVID-19 pandemic. The controversy surrounding voter fraud claims, particularly following President Trump’s assertions that the 2020 U.S. election was “rigged” and “fraudulent,” has led to almost 40% of the U.S. electorate to believe the 2020 election was compromised.
Verified Market Reports estimated that the global election management software market was valued at approximately $293.5 million in 2023, with projections to reach $737.2 million by 2030, reflecting a compound annual growth rate (CAGR) of 9.9% during the forecast period.
The EAC updated their Voluntary Voting System Guidelines (VVSG) to Version 2.0 in February 2021. This certification process can take approximately six to nine months, with costs for companies applying for certification potentially exceeding $2,000,000. With the ongoing compliance requirements across many states, we anticipate an annual software maintenance cost of approximately $250,000.
We have previously engaged software and hardware developers and GES is currently preparing request for proposals to assist in the development of additional and hardware development to comply with the EAC 2.0 VVSG. This will require the hiring of additional technical software employees, and additional outside vendors who in initial discussions will require fees of approximately 2 million dollars and stock-based compensation.
As a testament to our ability to administer municipal and government elections, during the first quarter of 2020, we successfully facilitated the statewide Presidential Primary for North Dakota Democratic-NPL. We administered the statewide polling for all North Dakota residents who wished to vote in the Democratic Presidential Primary by managing a call center, processed over 3,000 mail ballot requests, set up equipment, and trained staff on our proprietary registration software for in-person voting at 14 locations across the state, and processed over 14,000 ballots with our proprietary scanning and tabulation software system.
Our IT staff customized our proprietary voter registration software to ensure voters cast only one ballot, whether by mail or in person and set up secure servers that processed voter sign-in and digital signature capture in real time from a database of over 600,000 potential voters. We trained over 100 volunteers, many with limited or no technology experience on how to use the system. After a short tutorial, those volunteers handled the increased registration volume with ease. After the polls closed and all the votes were cast, our tabulation systems processed the ballots using our proprietary scanning and tabulation software system. The 2020 North Dakota Democratic-NPL Presidential Primary caucus had the largest voter turnout in over a decade.
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We have begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual state certifications.
| Step 1 - | Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards | |
| Step 2 - | Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications | |
| Step 3 - | Physical Configuration Audit; Examines the documentation of the system against the actual submitted system | |
| Step 4 - | System Integration Testing; Executes tests on all components of a system configured as if the system was deployed | |
| Step 5 - | Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security | |
| Step 6 - | Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities |
Most states have a vote by mail process. Voters may request an absentee mail ballot from their County Board of Elections, or a Vote by Mail ballot is sent. In either case, we believe our proprietary registration and tabulation software has an immediate need. According to Pew Research Center, in the 2024 U.S. presidential election, nearly 70% of voters opted for nontraditional voting methods—either early in-person or mail-in ballots. By comparison, about 40% of voters cast their ballots by mail and/or prior to Election Day in 2016. Much of the surge in nontraditional voting was due to an increase in mail-in voting.
In 2024, 30% of voters cast ballots by mail and another 35% voted in person prior to Election Day. In 2020, 43% of voters cast ballots by mail and another 26% voted in person before Election Day. In 2016, 21% mailed in their ballots and 19% voted in person prior to Election Day. (US Census Bureau)
Most individuals think only of the Presidential election every four years as relating to elections. In reality, municipal Board of Elections throughout the U.S. are conducting elections annually for such elected positions, such as: Governor, Mayor, City Council, State Assembly, State Senate, Members of U.S. Congress (House every two years, Senate every six) Civil and Criminal Justices, Sheriffs, School Boards, Village Trustees, etc. In short, most State and local municipal Board of Elections are in the market purchasing software and hardware every year.
2) Management also sees an opportunity in developing and creating Blockchain Voting Technology, and formerly worked with Blockchain Valley Ventures and TrueVote Inc., which management believes could positively impact Global in many aspects of its business, including;
| ● | Securely storing and creating accurate voter registration information on the blockchain. | |
| ● | Creating an international capability to administer or joint venture in conducting foreign government elections. | |
| ● | Creating a secure Internet voting record on the blockchain for online elections. | |
| ● | Administer financial services elections, such as Proxy’s and shareholder votes. | |
| ● | Documenting current voting applications. | |
| ● | Reducing cost and time of delivery, enabling scalability. |
Blockchain Valley Ventures
On June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $25,000 CHF payment for the development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, wherein BVV was to serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform and GES would pay BVV $25,000 CHF payment upon completion of the engagement. This agreement replaced a June 19, 2019, engagement letter with Blockchain Valley Ventures (“BVV”) of Zug Switzerland. Under the terms of the original agreement, GES was to pay BVV 50,000 Swiss Francs (CHF).
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GES made payments of $25,000 CHF and received the working paper primarily covering the following matters:
| ● | Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by GES. | |
| ● | Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology. | |
| ● | Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform. | |
| ● | Development of an implementation recommendation with respect to Voting on the Blockchain Platform. | |
| ● | Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation. | |
| ● | Project Management during the engagement. |
The Working Paper discusses a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation; BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain technology experts and ICO experienced analysts and consultants. The documents created will be used by GES, to begin to create a Minimal Viable Product. This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES. The Working Paper was completed in 2022.
GES is developing with TrueVote, Inc. a comprehensive end-to-end, decentralized, completely digital voting system. GAHC, GES parent owns 30% of True Vote. The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data is immutable and unalterable.
On June 1, 2021, TrueVote issued its White Paper “A transparent Electronic Voting System validated by the Bitcoin Blockchain” TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database methodologies, and layered with a “checksum” that’s posted on the Blockchain, proving all data is immutable and unalterable. This design will ensure that every vote is transparently counted and verifiable.
True Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer, getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com, which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014, leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim to enhance consumer adoption of DLT technology.
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3) Interactive Communication Software
GES is working to provide our current and future clients with the ability to understand in real time instant communication and feedback with their members, using many social media platforms available today.
GES is working with third party vendors to:
| ● | Communicate a Message – An organization can get their message out clearly in the form required, without any unwanted media spin, bias, filtering, or comment. | |
| ● | Fine Tune Policies – Test-drive policies and projects with immediate response, allowing for responsive adjustments to be made to make a message more acceptable to the community. | |
| ● | Build a Positive Image – Enhancing the concept of ‘open communication’ and ‘democratic politics’, which leads to an increasingly positive perception of leaders by their constituents. | |
| ● | Learn More About a Group – Learning more about a group’s preferences and opinions on an infinite number of topics can help the Organization, Institution or League and leaders can better serve its community and meet their needs in a variety of ways. |
Management believes this type of interactive software capabilities will give GES an opportunity to offer clients the ability to communicate in real time with their members; raising issues of concern, polling the attitude of their constituencies, interacting in question-and-answer seminars in addition to conducting elections that GES certifies. In short, this software can be used in multiple formats for people to communicate instantly on issues of importance.
Recent Developments
In an attempt to retain and grow stockholder value, we have continually attempted to raise capital through equity and debt offerings and have explored a sale of GES. For additional information, see Note 12 to the Company’s consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.
On July 1, 2025, GAHI entered into that certain Asset Purchase Agreement (the “Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition Corp.”); GES; Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).
Asset Purchase. Pursuant to the APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the United States (the “Business”). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The APA excludes specific assets and liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the APA.
Consideration. The total consideration payable to the Company and its shareholders in connection with the transaction include:
| - | $2.3 million in cash, a portion of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the transaction (“Closing”), in exchange for 2,453,333 shares of Series A convertible preferred stock of GES Acquisition Corp. (“Series A Stock”) issued to Easterly; | |
| - | 4,000,000 shares of common stock of GES Acquisition Corp. issued to GES Holding; | |
| - | Forgiveness of $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance of 1,200,000 shares of Series A Stock; and | |
| - | Entry into a $2.2 million credit facility agreement between Easterly and GES Acquisition Corp., convertible into Series A Stock under specified conditions. |
Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may offer employment to selected GES employees at its discretion; those employees will become “Hired Employees” and transition plans are outlined for benefit coverage and COBRA compliance.
Closing Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals by GES and GAHI; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no material adverse effect on either party from the Effective Date of the APA through Closing. Closing is also conditioned upon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.
Termination. The APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. On August 29, 2025, the parties entered into that certain Amendment No. 1 to the Easterly APA to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.
Indemnification. The APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also agreed to indemnify GES and GAHI against liabilities arising from assumed obligations and breaches. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.
Amendment No. 1 to Easterly APA
On August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment No. 1 to the Easterly APA (the “Amendment”) to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.
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ITEM 1A. RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this Annual Report on Form 10-K for the year ended December 31, 2024. Investing in our common shares is speculative and involves a high degree of risk. We may face additional risks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business or financial condition. If any of those risks actually occur, the business, financial condition, and results of operations would suffer. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See also “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report. The following discussion should be read in conjunction with the Financial Statements and Notes.
The pending sale of substantially all of the operating assets of our subsidiary has certain risks.
On July 1, 2025, we entered into an Asset Purchase Agreement (the “APA”) with GES Acquisition Corp., Easterly, and related parties, pursuant to which GES Acquisition Corp. agreed to acquire substantially all of the operating assets of our wholly owned subsidiary, GES, relating to its U.S. technology-enabled absentee paper ballot, mail ballot, and online election services business (the “GES Business”). We do not intend to continue operating the GES Business following the closing of the transaction. As a result, upon completion of the transaction, our future operations and financial condition will be entirely dependent on the net proceeds from the sale, our ability to manage retained assets and liabilities, and our success in identifying and pursuing new business opportunities, if any.
The transaction is subject to numerous conditions, including receipt of required stockholder approvals, repayment or settlement of all GES debt, absence of any injunctions or governmental restrictions, and no material adverse change to either party prior to closing. There can be no assurance that these conditions will be satisfied in the anticipated timeframe, or at all, or that the transaction will be completed on the terms currently contemplated. If the transaction is not completed, we may incur significant costs without realizing the anticipated benefits of the sale, and we may not have a viable ongoing business. In such event, we could be forced to consider liquidation, dissolution, or other strategic alternatives under unfavorable conditions.
There are risks related to indemnification and post-closing obligations following the sale of the GES Business.
Under the APA, we and GES have agreed to indemnify GES Acquisition Corp. and Easterly for certain liabilities, including those related to excluded assets and liabilities and breaches of our representations, warranties, or covenants. These indemnification obligations are subject to specified thresholds and caps, including a $100,000 minimum claims threshold and an aggregate cap of $1.375 million for non-fraud claims, but could nevertheless result in material payments by us.
Because we will not be operating the GES Business after the closing, we will not have ongoing business revenues from the GES Business to fund these potential obligations. If we are required to satisfy indemnification claims, we may have to use a portion of the transaction proceeds or other limited resources, which could impair our ability to pursue any new business opportunities or return capital to stockholders. In addition, disputes over indemnification claims could lead to significant legal expenses and management distraction, even if such claims are ultimately resolved in our favor.
If or when the APA closes, we will not continue operations of the GES business.
Following the completion of the sale, we will retain certain excluded assets and liabilities, including pre-closing tax obligations, retained benefit plans and employment agreements, contracts not assigned to the buyer, and any liabilities arising prior to the effective time of the APA. These retained liabilities may require us to expend a portion of the sale proceeds or other resources, reducing the funds available for other uses.
The value of the consideration we expect to receive—comprising $2.3 million in cash (a portion of which will be used to repay debt and expenses at closing), equity in GES Acquisition Corp., forgiveness of $1.125 million of debt owed to Easterly to be satisfied through the issuance of 1,200,000 shares of Series A Stock, and the benefits of a $2.2 million credit facility—may be less than anticipated or may not be readily convertible into cash. The value of any equity consideration will depend on the future performance of GES Acquisition Corp., which is uncertain and outside our control.
Given that we do not plan to continue operations of the GES Business after closing, our ability to generate future revenue will be limited, and our financial health will depend largely on how we manage the proceeds from the sale and address retained liabilities. If we are unable to deploy the sale proceeds effectively, identify and execute a new business strategy, or return value to our stockholders, our stock price and overall value could be materially and adversely affected.
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You could lose your entire investment.
Our securities are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss of the entire investment.
Our auditors have raised substantial doubt about our ability to continue as a going concern.
We do not have sufficient working capital necessary to pursue its business objectives, our auditors have expressed their opinion that we may fail in the future if we do not generate revenue and profits in the near future. 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 December 31, 2024. 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 through equity and/or debt offerings, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.
To continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by seeking equity and/or debt financing sufficient to meet our minimal operating expenses and for specific project financing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.
The sale or issuance of a substantial number of our common shares will likely negatively affect the market price of our common shares.
The future sale of a substantial number of common shares in the public market, or the perception that such sales could occur, could significantly and negatively affect the market price for our common shares. We may also issue common shares as part of any strategic acquisitions we may engage in or for other business purposes, which would dilute your interest in our business. Also, common shares issued in this manner could negatively affect the market price of our common shares.
We do not intend to pay cash dividends on our common shares in the foreseeable future.
Any payment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors. We do not anticipate paying cash dividends on our common shares in the foreseeable future. Furthermore, we may incur indebtedness that may restrict or prohibit the payment of dividends.
Developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability.
Performance in the elections industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. It is difficult to predict if uncertain and unfavorable market and economic conditions will arise in 2025, which will cause market and economic conditions to deteriorate.
Our subsidiary faces intense competition in these uncertain financial times and their financial results can be negatively affected.
All aspects of elections technology are highly competitive. The firms that our subsidiary compete with include large well-known firms who have substantially greater financial and personnel resources. Our subsidiary competes for business based on our experience in the industry, its ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively affect their operations.
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We depend on computer and telecommunications systems, and failures in our systems or cyber security attacks could significantly disrupt our business operations.
We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with our business. In addition, we have developed or may develop proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could incur interruptions from cyber security attacks, computer viruses or malware, or that third party service providers could cause a breach of our data. We believe that we have positive relations with our related vendors and maintain adequate anti-virus and malware software and controls; however, any interruptions to our arrangements with third parties for our computing and communications infrastructure or any other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of sensitive or confidential information or otherwise significantly disrupt our business operations. Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.
Risk management processes may not fully mitigate exposure to the various risks that we face, including individual market risk, for our subsidiaries.
Our subsidiary continues to refine its risk management techniques, strategies and assessment methods on an ongoing basis. However, risk management techniques and strategies, may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk. Our subsidiary might fail to identify or anticipate particular risks that our systems are capable of identifying, or the systems that they use, and that are used within the industry generally, may fail to anticipate certain risks. Any failures in their risk management techniques and strategies to accurately quantify their risk exposure could limit our ability to manage risks. In addition, any risk management failures could cause our losses to be significantly greater than the historical measures indicate. Further, our risk modeling cannot take all risks into account.
We rely on our officers and the officers of our subsidiary companies in the execution of our business plan, and we would be adversely impacted if they were to become unavailable to us.
We believe that our ability to execute our business strategy will depend to a significant extent upon the efforts and abilities of John S. Matthews (our CEO, CFO, and Chairman), and the officers of our subsidiary company Maralin Falik, and Kathryn Weisbeck. If any of our officers were to become unavailable to us, our operations would be adversely affected.
Our ability to attract, develop and retain highly skilled and productive employees is critical to the success of our business.
Our subsidiary faces intense competition for qualified employees from other businesses in the elections industry, and the performance of our subsidiary may suffer to the extent we are unable to attract and retain employees effectively, particularly given the relatively small size of our company and our employee base compared to some of our competitors.
We may suffer losses if our reputation is harmed.
Our subsidiary’s ability to attract and retain clients and employees may be diminished to the extent our reputation is damaged. If we fail, or are perceived to fail, to address various issues that may give rise to reputational risk, we could harm our business prospects. These issues include, but are not limited to, appropriately dealing with market dynamics potential conflicts of interest, legal and regulatory requirements, ethical issues, customer privacy, record-keeping, sales practices, and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products and services. Failure to appropriately address these issues could give rise to loss of existing or future business, financial loss, and legal or regulatory liability, including complaints, claims and enforcement proceedings against us, which could, in turn, subject us to fines, judgments and other penalties.
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The application of the “penny stock” rules to our common shares could limit the trading and liquidity of the common shares, adversely affect the market price of our common shares and increase your transaction costs to sell those common shares (upon conversion, if any, of the Series A Preferred Shares.
As long as the trading price of our common shares is below $5.00 per common share, the open-market trading of our common shares will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and “accredited investors” as defined in SEC Rule 501(a). These regulations, if they apply, require the delivery, prior to any transaction involving a “penny stock,” of a disclosure schedule explaining the “penny stock” market and associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive the purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common shares, reducing the liquidity of an investment in our common shares and increasing the transaction costs for sales and purchases of our common shares as compared to other securities.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, stockholders could lose confidence in our financial reporting which would have an adverse effect on our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accompanying these critical functions. We are required to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our company’s internal controls over financial reporting. Because we are neither a “large accelerated filer” nor an “accelerated filer” as defined under SEC Rule 12b-2, we are not required to have the registered public accounting firm that prepares or issues our audit report to attest to or report on such management assessment. Although we intend to augment our internal controls procedures and expand our accounting staff, we cannot guarantee that this will occur or that such augmentation and expansion will be sufficient.
During the course of our testing, we may identify deficiencies, which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time; we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.
Our subsidiary election business is subject to complex and evolving U.S. and foreign election laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
Our election subsidiary is subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including requirements and certification for hardware and software, user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online payment services. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Several proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. Similarly, there have been several recent legislative, and certification guidelines in the United States, at both the federal and state level, that would impose new obligations in. the administration of elections. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Inadequate account security or organizational security practices, including those of companies of third parties GES utilizes, may result in unauthorized access to our systems and data, and cause irrevocable damage to the Company.
Cyberthreats in the election industry are constantly evolving and becoming increasingly difficult in detecting and successfully defending against them. Threat actors, including individual and groups of hackers and sophisticated organizations, including nation-states, state-sponsored organizations, or cybercriminal groups, can pose a threat to GES customers and GES election software infrastructure. Threat actors may also utilize emerging technologies, such as AI and machine learning. Our current capabilities may not detect certain vulnerabilities or new attack methods.
Our Board of Directors considers cybersecurity risk as part of its oversight function. Management is responsible for assessing and managing our material risks from cybersecurity threats. Management has primary responsibility for overall cybersecurity risk management and is responsible for updating the Board, as necessary regarding significant cybersecurity incidents.
ITEM 2. PROPERTIES
Our corporate address is 1159 2nd Avenue, Ste. 454, New York, New York 10065. During the years ended December 31, 2024 and 2023, the Company paid $13,434 and $12,475 for all office, storage, and other expenses, respectively.
ITEM 3. LEGAL PROCEEDINGS.
We 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 December 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, we paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional $200,000 during 2018. On December 14, 2020, the parties amended the settlement agreement to state that we were to pay the prior attorney $219,576. As of the date of this Annual Report, we have made total payments of $75,000 toward the remaining balance.
On June 30, 2022, we were named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002 by Anthony Crisci Jr. The plaintiff alleged breach of contract and unjust enrichment relating to plaintiff’s prior employment agreement with the Company. On July 19, 2023, we entered into a settlement agreement with the plaintiff and paid plaintiff $30,000. The settlement has been paid in full.
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On or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled on or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement agreement, the Company acknowledged the sum of $234,000 collateralized by confessions of judgment in favor of each of Brett and Christian Pezzuto in the sum of $234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000 warrants, at a strike price of $0.001 per share for a period of five years. The GES Notes have an outstanding principal and interest balance of $176,641 (the “GES Notes Sum”) for each Brett and Christian Pezzuto. The GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company subsequently determined not to proceed with 1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to enforce the confession of judgment plus alleged legal fees of $85,210.80 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $234,000 toward the settlement agreement. On July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the settlement agreement. The Company’s attorneys are currently negotiating the final payment, and a settlement of the GES Notes.
On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note in the principal amount of $200,000, plus interest at the rate of 12%, as well as attorney’s fees. On October 29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr. Lim Chap Huat and agreed to pay a total of $275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $250,000 of the settlement debt. On January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information. GAHI’s common stock trades on OTC Markets’ Expert Market under the symbol “GAHC”. Trading in OTC Markets securities can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.
The following table sets forth the high and low sales prices for our common stock on OTC Markets. The bid information was obtained from the OTC Markets Group, Inc. and represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.
| Year Ended December 31, 2024 | High | Low | ||||||
| Quarter ended 3/31/24 | $ | 0.0006 | $ | 0.0002 | ||||
| Quarter ended 6/30/24 | $ | 0.0004 | $ | 0.0002 | ||||
| Quarter ended 9/30/24 | $ | 0.0004 | $ | 0.0001 | ||||
| Quarter ended 12/31/24 | $ | 0.0003 | $ | 0.0001 | ||||
| Year Ended December 31, 2023 | High | Low | ||||||
| Quarter ended 3/31/23 | $ | 0.0012 | $ | 0.0011 | ||||
| Quarter ended 6/30/23 | $ | 0.0006 | $ | 0.0006 | ||||
| Quarter ended 9/30/23 | $ | 0.0005 | $ | 0.0003 | ||||
| Quarter ended 12/31/23 | $ | 0.0004 | $ | 0.0003 | ||||
Holders. As of September 26, 2025, there were 174 shareholders of record of our common stock.
Dividends. Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.
Securities authorized for issuance under equity compensation plans.
In June 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under the Plan is 3,000,000. The Company no longer intends to make any grants under the Plan.
On December 8, 2017, we granted stock options to purchase 45,000,000 common shares. The options were fully vested when issued with a fair value of approximately $972,000 at the grant date. Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows:
| December 8, 2017 | ||||
| Expected dividend yield | 0 | % | ||
| Expected stock price volatility | 478 | % | ||
| Risk free interest rate | 2.14 | % | ||
| Expected life (years) | 5 year | |||
The stock-based compensation related to stock options, included in stock compensation expense in the consolidated statements of operations, was $0 and $0 for the years ended December 31, 2024 and 2023, respectively.
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A summary of the option activity is presented below:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Number of | Exercise | Contractual | Intrinsic | |||||||||||||
| Options | Price ($) | Life (in years) | Value ($) | |||||||||||||
| Outstanding, December 31, 2022 | 15,000,000 | 0.02 | .83 | - | ||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | (15,000,000 | ) | ||||||||||||||
| Outstanding, December 31, 2023 | - | - | - | - | ||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | - | |||||||||||||||
| Outstanding, December 31, 2024 | - | - | - | - | ||||||||||||
| Exercisable, December 31, 2024 | - | - | ||||||||||||||
Sale of unregistered securities. These 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.
During the year ended December 31, 2024, we issued:
| ● | 446,986,419 shares of common stock for conversion of $125,805 of convertible notes and $7,968 of accrued interest. |
During the year ended December 31, 2023, we issued:
| ● | 867,519,148 shares of common stock for conversion of $819,894 of convertible notes and $71,001 of accrued interest. | |
| ● | 23,603,791 shares of common stock issued for cashless exercise of 32,187,124 warrants. | |
| ● | 59,322,799 shares of common stock for services of $77,937. |
A summary of warrant activity is presented below:
| Number
of Warrants | Exercise
Price ($) | Contractual
Life (in years) | Intrinsic
Value ($) | |||||||||||||
| Outstanding, December 31, 2022 | 1,380,755,235 | 0.003 | 1.40 | - | ||||||||||||
| Granted | 29,500,000 | 0.001 | ||||||||||||||
| Exercised | (32,187,124 | ) | 0.001 | |||||||||||||
| Forfeited/Canceled | (332,841,921 | ) | 0.001 | |||||||||||||
| Outstanding, December 31, 2023 | 1,045,226,190 | 0.003 | 1.40 | - | ||||||||||||
| Granted | 150,000,000 | 0.001 | ||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | (51,142,857 | ) | 0.001 | |||||||||||||
| Outstanding, December 31, 2024 | 1,144,083,333 | 0.001 | 1.95 | - | ||||||||||||
| Exercisable, December 31, 2024 | 1,144,083,333 | 0.001 | 1.95 | - | ||||||||||||
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During the year ended December 31, 2024, we issued a total of 150,000,000 warrants in connection with the legal settlement relating to Civil Action No. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:
| ● | Expected life of 5 years | |
| ● | Volatility of 287%; | |
| ● | Dividend yield of 0%; | |
| ● | Risk free interest rate of 4.66% |
During the year ended December 31, 2023, we issued a total of 29,500,000 warrants in connection with new convertible promissory notes payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:
| ● | Expected life of 2 years | |
| ● | Volatility of 217%; | |
| ● | Dividend yield of 0%; | |
| ● | Risk free interest rate of 3.92% - 5.00% |
ITEM 6. [RESERVED]
ITEM 7. 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 Annual Report on Form 10-K (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. 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 our ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in our filings with the Securities and Exchange Commission, including without limitation, this Annual Report on Form 10-K, as the same may be updated or amended from time to time.
We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.
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Current GES Corporate Operations
GES has developed and deployed proprietary registration software, which was designed specifically to authenticate and register voters. This proprietary software functions as a data storage and retrieval registration system by cross-referencing eligibility status within a control voter database. In a mail ballot election, the voter’s ID barcode, QR code, or signature on the business reply envelope, can be scanned and the status of that voter is identified. If the voter is not eligible to vote or another ballot for that individual has already been registered in the system, that ballot is marked VOID and removed from the count. In an in-person election, the voter provides their name for look-up in the system. If they have not voted, a signature box pops up on the screen, the voter signs an electronic signature-pad and the digital signature is captured next to their name. If a voter tries to vote more than once, an alert will pop up indicating that the voter has already registered, and the voter will not receive an additional ballot. Because we account for every single ballot, the system has multiple reporting options, which include the list of valid envelopes and list of voters whose ballot was void, detailing the reason. Once the voter is authenticated, the identifiers are removed to ensure a secret vote, and the ballot is scanned for tabulation.
GES developed proprietary scanning and tabulation election software. This software features advanced OMR/OCR/barcode scanning and tabulation system featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet or Wi-Fi access, ensuring complete security. The system allows for triple-auditing capabilities, which are electronically generated tabulation results, .jpeg imaging and storage, and the original physical ballot. This advancement gives GES the ability to tabulate elections faster and more efficiently. As experts in paper/mail ballot elections, GES began deploying this system in our elections in the third quarter of 2017.
In 2020 GES developed, built and implemented a propriety online election voting solution that is compliant with Title IV of the United States Department of Labor Office of Labor-Management Standards.
GES built the platform on Amazon Web Services (AWS), which we believe is one of the most secure global infrastructures, and is a comprehensive, evolving platform provided by Amazon that includes a mixture of infrastructure as a service (IaaS) platform as a service and packaged software (PaaS), and software as a service offerings (SaaS).
The platform enables GES to protect individual client data, including the ability to encrypt it, move it, and manage retention (if required). All data flowing across the global network interconnects with the GES secured data center and is automatically encrypted at the physical layer before it leaves our secured facilities. Additional encryption layers exist as well.
GES controls where our client data is stored, who can access it, and what resources your organization is utilizing at any given moment. Fine-grain identity and access controls combined with continuous monitoring for near real-time security information ensures that the right resources have the right access at all times, wherever your information is stored.
GES encryption software uses AES 256 with a cryptographic key using an RSA elliptic curve of 4096, which is used to encrypt the communication of the client and the GES server, as well as all client data hosted in the server. A six-digit security code, delivered to the voter’s email address provided by the client, must be validated by the prospective voter in order to authenticate the identity of the voter before the voter may access the ballot. After validating the voter, the voter then votes anonymously, so that the identity of the voter and the ballot cast can never be matched.
The GES voting platform verifies that the users do not use the back and forward browser button, a safe mechanism against tampering. Distributed denial of service DDoS protection tools help secure websites and applications and prevent DDoS attacks, which bombard websites with traffic traditionally delivered via “botnets” that are created by networked endpoints connected via malware. The DDoS software protection provides always-on detection and automatic inline mitigations that minimize application downtime and latency.
Every state has election software developers and manufacturers who may also qualify by meeting individual requirements for individual states in the United States.
GES has begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual State certifications:
| Step 1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards | |
| Step 2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications |
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| Step 3 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system | |
| Step 4 - System Integration Testing; Executes tests on all components of a system configured as if the system was deployed | |
| Step 5 - Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security | |
| Step 6 - Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities |
Recent Developments
In an attempt to retain and grow stockholder value, we have continually attempted to raise capital through equity and debt offerings and have explored a sale of GES. For additional information, see Note 12 to the Company’s consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.
On July 1, 2025, GAHI entered into that certain Asset Purchase Agreement (the “Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition Corp.”); Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“GES”); Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).
Asset Purchase. Pursuant to the Easterly APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the United States (the “Business”). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The Easterly APA excludes specific assets and liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the Easterly APA.
Consideration. The total consideration payable to the Company and its shareholders in connection with the transaction include:
| - | $2.3 million in cash, a portion of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the transaction (“Closing”), in exchange for 2,453,333 shares of Series A Stock issued to Easterly; | |
| - | 4,000,000 shares of common stock of GES Acquisition Corp. issued to GES Holding; | |
| - | Forgiveness of $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance of 1,200,000 shares of Series A Stock; and | |
| - | Entry into a $2.2 million credit facility agreement between Easterly and GES Acquisition Corp., convertible into Series A Stock under specified conditions. |
Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may offer employment to selected GES employees at its discretion; those employees will become “Hired Employees” and transition plans are outlined for benefit coverage and COBRA compliance.
Closing Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals by GES and GAHI; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no material adverse effect on either party from the Effective Date of the Easterly APA through Closing. Closing is also conditioned upon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.
Termination. The Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. On August 29, 2025, the parties entered into that certain Amendment No. 1 to the Easterly APA to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.
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Indemnification. The Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also agreed to indemnify GES and GAHI against liabilities arising from assumed obligations and breaches. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.
Amendment No. 1 to Easterly APA
On August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment No. 1 to the Easterly APA (the “Amendment”) to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.
Trends and Uncertainties
We currently have minimal revenues and operations and are 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.
We have generated recurring losses and cash flow deficits from its operations since inception and have had to continually borrow to continue operations. These matters raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent upon our ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations. Management believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its new operating plans. We plan to use our available cash and any new financing to develop and execute our business plan and hopefully create and maintain a self-sustaining business. However, we can give no assurances that we will be successful in achieving our plans or if financing will be available or, if available, on terms acceptable to us, or at all. Should we not be successful in obtaining the necessary financing to fund our operations and ultimately achieve adequate profitability and cash flows from operations, we would need to curtail certain or all 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, we shall utilize third-party service providers to secure the Company’s financial and personal data; we believe that third-party service providers provide reasonable assurance that the financial and personal data that they hold are secure.
Liquidity and Capital Resources
At December 31, 2024, we have an accumulated deficit of $33,506,870 and a working capital deficit of $10,680,570. 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 year ended December 31, 2024, we recorded net loss of $1,008,562. We recorded an amortization of debt discount of $121,257, a change in fair value of derivative liability of $11,661 and issued a warrant fair valued at $44,904. We had an increase in accounts payable of $94,211 and increase in accrued expenses of $355,506. As a result, we had net cash used in operating activities of $381,023 for the year ended December 31, 2024.
For the year ended December 31, 2024, we invested $138,850 to finalize the acquisition of election service solutions and enhanced our software in the amount of $52,498. As a result, we had net cash used in investing activities of $191,348.
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For the year ended December 31, 2024, we received $934,850 as proceeds from the issuance of convertible promissory notes payable and $369,130 proceeds from notes payable and repaid $389,251 of convertible promissory and repaid $354,535 to note payable and received an investment from a director of $4,000 resulting in net cash provided by financing activities of $564,194.
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 us, or at all. Should we not be successful in our business plans or obtain additional financing, we would need to curtail certain or all of our operating activities.
Our 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, 2024 and 2023 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.
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 year ended December 31, 2024 compared to the year ended December 31, 2023
Revenues for the year ended December 31, 2024 were $1,273,504 compared to $826,700 for the year ended December 31, 2023, representing an increase of $446,804. The majority of our clients hold elections on a three-year cycle. This increase in revenues is due primarily to more elections held during 2024 as compared to 2023.
Salaries and benefits totaled $414,665 for the year ended December 31, 2024, compared to $264,909 for the year ended December 31, 2023. This increase was due to an increase in employment compensation during the year ended December 31, 2024, compared to the year ended December 31, 2023.
Professional fees for the year ended December 31, 2024 totaled $304,132 compared to $369,397 for the year ended December 31, 2023, representing a decrease of $65,265. This decrease was primarily due to a decrease in professional services during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
For the year ended December 31, 2024, we incurred marketing and advertising expenses of $189,597 compared to $119,258 for the year ended December 31, 2023. We incurred software development expenses of $7,586 in 2024 compared to $22,545 in 2023. We incurred printing costs of $404,467 in 2024 compared to $173,003 in 2023, and we incurred general and administrative expenses of $188,427 in 2024 compared to $259,770 in 2023.
Total operating expenses for the year ended December 31, 2024 were $1,008,562 compared to $1,192,260 for the year ended December 31, 2023, representing a decrease of $183,698 principally due to reasons discussed above.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Our critical accounting policies 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 U.S. GAAP 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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Revenue Recognition
We recognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers. We earn revenues through various services we provide to our 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.
Our revenue recognition policies comply with SEC revenue recognition rules and the FASB’s ASC 606-10-S65-1. We earn revenues through various services we provide to our 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. We record 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. We calculate 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, we allocate 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.
We account 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
We evaluate our 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. We use 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
We record stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. We recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
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Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. We are currently evaluation the impact this ASU will have on its consolidated financial statements.
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Global Arena Holding, Inc. and Subsidiaries
Index to the Financial Statements
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Raul Carrega
Certified Public Accountants
215 62nd Street
Newport Beach, CA 92663
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Global Arena Holding, Inc.
Opinion on the Financial Statements
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As described further in Note 1 to the consolidated financial statements, the Company has incurred losses each year from inception through December 31, 2024.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:
We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.
/s/
Raul Carrega, CPA
We have served as the Company’s auditor since 2017.
September 26, 2025
PCAOB
#
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Audited)
| December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Equity Investments | ||||||||
| Internal Use Software | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Convertible promissory
notes payable, net of debt discount of $ | ||||||||
| Promissory notes payable | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Global Arena Holding, Inc. | ||||||||
| Preferred stock, $ par value per share; shares authorized; | ||||||||
| Series B preferred stock; shares authorized; and issued and outstanding, respectively | ||||||||
| Series C preferred stock; shares authorized and issued and outstanding, respectively | ||||||||
| Common stock, $ par value per share; shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Global Arena Holding, Inc. stockholders’ deficit | ( | ) | ( | ) | ||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues: | ||||||||
| Services | $ | $ | ||||||
| Operating expenses: | ||||||||
| Salaries and benefits | ||||||||
| Marketing and advertising | ||||||||
| Software development | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Printing | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expenses: | ||||||||
| Interest expense and financing costs | ( | ) | ( | ) | ||||
| Other income (expense) | ( | ) | ||||||
| Litigation fee | ( | ) | ||||||
| Gain on settlement of debt | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Total other expenses | ( | ) | ( | ) | ||||
| Loss before provision for taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributed to noncontrolling interest | ||||||||
| Net loss attributed to Global Arena Holding, Inc. | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Audited)
| Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Global Stockholders’ | Non-controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for convertible debt and accrued interest | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt, Cashless exercise of warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for services | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Forgiveness of debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for convertible debt and accrued interest | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Allocated value of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Investment from Director | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of debt discount | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Non-cash expense associated with warrant | ||||||||
| Change in assets and liabilities: | ||||||||
| Prepaid expense | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| INVESTING ACTIVITIES: | ||||||||
| Equity investment | ( | ) | ||||||
| Internal use software | ( | ) | ||||||
| Net cash used in investing activities | $ | ( | ) | $ | ||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible promissory notes payable | ||||||||
| Proceeds from promissory notes payable | ||||||||
| Repayment of convertible promissory notes payable | ( | ) | ( | ) | ||||
| Repayment of promissory notes payable | ( | ) | ( | |||||
| Investment from director | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING BALANCE | ||||||||
| CASH AND CASH EQUIVALENTS, ENDING BALANCE | $ | $ | ||||||
| CASH PAID FOR: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Allocated value of warrants and beneficial conversion features related to debt | $ | $ | ||||||
| Debt converted to common stock | $ | $ | ||||||
| Forgiveness of debt | $ | $ | ||||||
| Original issuance discount | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 1 - ORGANIZATION
Organization and Business
Global Arena Holding, Inc. (“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) formed on February 25, 2015, provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling, and image correction. This system provides three types of audit capabilities. The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking. GES is also working with multiple vendors and has made investments in companies who are developing Blockchain Technology for a data storage and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and internet voting.
On
March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the
second APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended
APA, the Company will purchase
On May 20, 2015, the Company incorporated a new wholly owned entity in the State of Delaware called “GAHI Acquisition Corp.” This entity was incorporated at the time to be the merger subsidiary for the acquisition of Blockchain Technologies Corp. (BTC) and other software system development.
On May 20, 2015, the Company entered into an agreement and plan of merger with BTC. Under this agreement, BTC would have merged with GAHI Acquisition, and GAHI Acquisition, would have been the surviving corporation. As consideration for the merger, the Company was to reserve a number of shares equal to 1/3 the total issued and outstanding of the Company to be issued to BTC shareholders at closing. On October 20, 2015, the parties agreed to extend the closing date of the merger to December 15, 2015. This agreement expired on December 15, 2015.
| 32 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 1 - ORGANIZATION (continued)
Concurrently,
on October 20, 2015, the Company paid $
On March 28, 2017, the United States Patent Office issued patents to BTC covering Election Intellectual Property, US Patent #9,608,829, Issued March 28, 2017. As an equity shareholder in BTC only, GAHC and GES have not used the BTC US Patent. Any use of the patent would require a new negotiation, and new contract with BTC.
The Company has determined that the initial investment of Blockchain Technologies Corp. will be written off. The Company’s Board of Directors cancelled all transactions previously proposed but never acted on concerning GAHI Acquisition. GAHI Acquisition will remain a subsidiary for the exclusive use of any future transactions involving Blockchain Technologies Corporation.
The Company, GAHI, and GES do not trade crypto currency, nor participate in Initial Coin Offerings.
On
June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under
the terms of the agreement GES was to invest $
On November 19, 2019, the Company formed Tidewater Energy Group Inc., a % subsidiary, formed to explore opportunities in the oil, gas, mineral, and energy business. The Company closed Tidewater Energy Group Inc. on December 31, 2024
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 December 31, 2024. 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. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with 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.
| 33 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
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, GAHI Acquisition Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassification
The Company reclassified certain amounts in the Consolidated Statements of Cash Flows in the prior year to conform to the current year’s presentation.
Noncontrolling Interest
The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.
The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss.
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.
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Convertible notes | ||||||||
| Total | ||||||||
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.
| 34 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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.
| 35 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
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.
| 36 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December 31, 2024 and 2023.
| Fair Value | ||||||||||||||||
| As of | Fair Value Measurements at | |||||||||||||||
| Description | December
31, 2024 | December
31, 2024 Using Fair Value Hierarchy | ||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Beneficial conversion feature | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Fair Value | ||||||||||||||||
| As of | Fair Value Measurements at | |||||||||||||||
| Description | December
31, 2023 | December
31, 2023 Using Fair Value Hierarchy | ||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Beneficial conversion feature | $ | $ | $ | $ | ||||||||||||
| | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
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.
Equity Investments
The Company accounts for investment securities in accordance with ASC Topic 323, ASC 323, Investments – Equity Method and Joint Ventures. The company is required to initially record at cost, and subsequently adjust based the investor’s share of the investee’s profits and losses.
Recently Issued Accounting Pronouncements
ASU 2023-09, Income Taxes (Topic 740): In December 2023, the FASB issued ASU 2023-09, which requires additional income tax disclosures in the rate reconciliation table for federal, state, and foreign income taxes, in addition to more details about reconciling items in some categories when items meet a certain quantitative threshold. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard.
ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): In November 2024, the FASB issued disaggregation of Income Statement Expenses (ASU 2024-03), which will require tabular disclosure of certain operating expenses disaggregated into categories, such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this standard.
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
| 37 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 3 – EQUITY INVESTMENTS
On
March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second
APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA, the Company
will purchase
On
June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under
the terms of the agreement GES was to invest $
On November 19, 2019, the Company formed Tidewater Energy Group Inc., a % subsidiary, to explore opportunities in the oil, gas, mineral, and energy business. The Company closed Tidewater Energy Group Inc. on December 31, 2024.
NOTE 4 - ACCRUED EXPENSES
Accrued expenses at December 31, 2024 and 2023 consisted of the following:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accrued interest | $ | $ | $ | |||||
| Accrued compensation | $ | |||||||
| Other accrued expenses | $ | |||||||
| $ | $ | $ | ||||||
| 38 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 5 - PROMISSORY NOTES PAYABLE
In
March 2014, the Company issued two promissory notes for a total of $
On
November 29, 2022, Global Election Services, entered into loan agreement with a non-affiliate investor for a total of $
On December 3, 2022, the Company entered into a promissory note agreement with a non-affiliate investor for a total of $. As of September 30, 2024, the loan has been paid off.
On
January 31, 2023, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $
On
July 13, 2023, Global Election Services, Inc. entered a Loan agreement with a non-affiliate investor for the amount of $
On
September 13, 2023, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $
On
November 3, 2023, Global Election Services, Inc. entered a Loan agreement a non-affiliate investor for the amount of $
On
February 20, 2024, Global Election Services, Inc. entered into a revenue share agreement with a non-affiliate investor for a total of $
On
April 25, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount o $
On
July 29, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $
On
August 13, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for $
On November 21, 2024, Global Election Services,
Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $
| 39 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE
On January 26, 2023, the Company entered into a convertible
note with a non-affiliate investor for the amount of $
On March 10, 2023, the Global Election Services entered
a convertible Note with a non-affiliate investor for a secured Original Discount Convertible Promissory Note with an investor for the
amount of $
On April 8, 2023, Global Election Services Inc. entered
into a secured Original Discount Convertible Promissory Note with a non-affiliate investor for the amount of $
On April 11, 2023, Global Election Services, Inc.
entered into a Convertible Promissory Note with a non-affiliate investor for $
On May 18, 2023, Global Arena Holding, Inc. entered
into an unsecured Convertible Promissory Note with a non-affiliate investor for the amount of $
On June 1, 2023, Global Election Services, Inc. entered
into a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On June 6, 2023, Global Election Services, Inc. entered
into an unsecured Convertible Promissory Note of $
On June 6, 2023, Global Election Services, Inc. entered
into an unsecured Convertible Promissory Note of $
On June 6, 2023, Global Election Services, Inc. entered
into a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On June 7, 2023, Global Election Services, Inc. entered
an unsecured Convertible Promissory Note with a non-affiliate investor of $
On June 14, 2023, Global Election Services, Inc. entered
into an unsecured Convertible Promissory Note with a non-affiliate investor for $
On July 7, 2023, Global Election Services, Inc. entered
into a secured Original Convertible Promissory Note with a non-affiliate investor for $
On August 4, 2023, Global Election Services, Inc.
entered into a second Original Discount Convertible Promissory Note with a non-affiliate investor for $
| 40 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
On August 8, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $
On August 14, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $
On August 25, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $
On September 15, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $
On October 24, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $
On October 6, 2023, Global Election Services, Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor of $
On December 12, 2023, Global Election Services Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor for $
On December 13, 2023, Global Election Services, Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor for $
On December 28, 2023, Global Election Services, Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor for $
On January 8, 2024, the Company entered a Convertible
Promissory Note with a non-affiliate investor for $
| 41 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
On January 25, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On February 7, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On February 9, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On March 7, 2024, Global Election Services entered
into a Convertible Promissory Note with non-affiliate investor for $
On March 15, 2024, Global Election Services,
Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On March 15, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On April 11, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On May 10, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On May 16, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On May 31, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On June 13, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor for $
On June 24, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor for $
On July 19, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a affiliated investor in the principal amount of $
On August 2, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $
| 42 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
On August 2, 2024, in connection with the purchase
of Election Services Solutions LLC , Global Election Services, Inc. and the Company entered into a Convertible Promissory Note with an
investor to pay off the remaining balance of the investment and finalize its purchase. The Note is in the principal amount of $
On August 8, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On August 22, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $
On October 2, 2024, The Company received $
On December 13, 2024, the Company received $
On December 19, 2024, the Company received $
On December 6, 2024, Global Election Services, Inc.
issued a Convertible Promissory Note in the principal amount of $
On December 9, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $
On December 9, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $
On December 10, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $
On December 31, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $
Convertible promissory notes payable at December 31, 2024 and 2023 consist of the following:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Convertible promissory notes with
interest rates ranging from | $ | $ | ||||||
| Convertible promissory notes with interest
rates ranging from | ||||||||
| Convertible promissory
notes with interest at | ||||||||
| Total convertible promissory notes payable | ||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||
| Convertible promissory notes payable, net discount | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term portion | $ | $ | ||||||
| 43 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
| Convertible promissory notes payable, December 31, 2022 | $ | |||
| Issued for cash | ||||
| Issued for original issue discount | ( | ) | ||
| Repayment for cash | ( | ) | ||
| Conversion to common stock | ( | ) | ||
| Amortization of debt discounts | ||||
| Convertible promissory notes payable, December 31, 2023 | $ | |||
| Issued for cash | ||||
| Issued for original issue discount | ( | ) | ||
| Repayment for cash | ( | ) | ||
| Conversion to common stock | ( | ) | ||
| Amortization of debt discounts | ||||
| Convertible promissory notes payable, December 31, 2024 | $ |
NOTE 7 - 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:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected life of the options (Years) | ||||||||
| Expected volatility | % | | % | |||||
| Expected dividend yield | % | % | ||||||
| Fair Value | $ | $ | ||||||
A rollforward of the derivative liability from December 31, 2022 to December 31, 2024 is below:
| Derivative liabilities, December 31, 2022 | $ | |||
| Change in fair value of derivative liabilities | ( | ) | ||
| Derivative liabilities, December 31, 2023 | $ | |||
| Change in fair value of derivative liabilities | ||||
| Derivative liabilities, December 31, 2024 | $ |
| 44 |
GLOBAL
ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 8 - STOCKHOLDERS’ DEFICIT
Series B Preferred Stock
Pursuant
to the Company’s Certificate of Incorporation, the Company has authorized shares of $ par value Preferred
Stock. The Company has designated of the shares as Series B Preferred Stock.
During
the year ended December 31, 2017, the Company sold shares of Series B Preferred Stock for cash proceeds of $
Series C Preferred Stock
Pursuant to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of Series C Preferred Stock with the following terms and rights:
A. Designation and Number. A series of the preferred stock, designation the “Series C Preferred Stock,” $ par value, is hereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (). The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.
B. Dividend Provisions. None
C. Conversion Rights. None
D. Preemptive Rights. None
E. Voting
Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast
On July 27, 2022, the Company authorized the issuance of shares Series C Preferred Stock at $ per share as follows:
Series C Preferred Shares - John Matthews, CEO/CFO
Series C Preferred Shares – Martin Doane, Director
Series C Preferred Shares – Facundo Bacardi, Director
Series C Preferred Share – Kathryn Weisbeck, President, Director of GES, Public Relations/Marketing for the Company
The Series C Preferred Shares were issued on July 29, 2022
Common Stock
During the year ended December 31, 2024, the Company issued:
| ● |
shares of common stock for conversion of $ |
During the year ended December 31, 2023, the Company issued:
| ● |
shares of common stock for conversion of $ | |
| ● |
shares of common stock issued for cashless exercise of | |
| ● |
shares of common stock for services of $ |
| 45 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)
Option Activity
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Number of | Exercise | Contractual | Intrinsic | |||||||||||||
| Options | Price ($) | Life (in years) | Value ($) | |||||||||||||
| Outstanding, December 31, 2022 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, December 31, 2023 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Canceled | ||||||||||||||||
| Outstanding, December 31, 2024 | - | |||||||||||||||
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, 2021 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, December 31, 2022 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, December 31, 2023 | ||||||||||||||||
| Exercisable, December 31, 2023 | ||||||||||||||||
| 46 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)
Warrants
A summary of warrant activity is presented below:
| Number
of Warrants | Exercise
Price ($) | Contractual
Life (in years) | Intrinsic
Value ($) | |||||||||||||
| Outstanding, December 31, 2022 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, December 31, 2023 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, December 31, 2024 | ||||||||||||||||
| Exercisable, December 31, 2024 | ||||||||||||||||
During
the year ended December 31, 2024, the Company issued a total of
| ● | Expected life of years | |
| ● | Volatility of %; | |
| ● | Dividend yield of %; | |
| ● | Risk free interest rate of % |
During
the year ended December 31, 2023, the Company issued a total of
| ● | Expected life of years | |
| ● | Volatility of % | |
| ● | Dividend yield of %; | |
| ● | Risk free interest rate of - % |
| 47 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 9 - INCOME TAXES
As
of December 31, 2024, the Company had approximately $
Deferred income taxes reflect the net tax effects of net operating loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
FASB
ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred
tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s
performance, the market environment in which the company operates, the length of carryback and carryforward periods, and expectations
of future profits, etc. The Company believes that significant uncertainty exists with respect to the future realization of the deferred
tax assets and has therefore established a full valuation allowance as of December 31, 2024 and 2023. The change
in the deferred tax valuation allowance increased by approximately $
The components of deferred tax assets at December 31, 2024 and 2023 are as follows:
| 2024 | 2023 | |||||||
| Deferred income tax asset | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The
Company evaluated the provisions of FASB ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to
be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized
benefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for
an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax
position that was not recognized as a result of applying the provisions of FASB ASC 740. Interest costs related to unrecognized tax benefits
are required to be calculated (if applicable) and would be classified as “interest expense, net” in the statement of operations.
Penalties would be recognized as a component of “general and administrative expenses.”
The Company files income tax returns in the United States and in New York State and City. The Company is no longer subject to Federal, state and local income tax examinations by the tax authorities for tax years prior to 2017.
| 48 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 9 - INCOME TAXES (continued)
The reconciliation between the statutory federal income tax rate and the Company’s effective rate for the years ended December 31, 2024 and 2023 is as follows:
| 2024 | 2023 | |||||||
| Federal statutory rates | % | % | ||||||
| State income taxes, net of federal benefit | % | % | ||||||
| Non-deductible expenses | ( | )% | ( | )% | ||||
| Valuation allowance against net deferred tax assets | ( | )% | ( | )% | ||||
| Effective rate | % | % | ||||||
NOTE 10 - 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
December 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant
to this settlement agreement, we paid $
On June 30, 2022, we were named as a defendant in
a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002 by Anthony Crisci Jr. The plaintiff alleged breach
of contract and unjust enrichment relating to plaintiff’s prior employment agreement with the Company. On July 19, 2023, we entered
into a settlement agreement with the plaintiff and paid plaintiff $
| 49 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 10- COMMITMENTS AND CONTINGENCIES (continued)
On or about May 1, 2023,
Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District of New York (Civil
Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled on or about February
12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement agreement, the
Company acknowledged the sum of $
On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of
the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note in the principal amount of
$
NOTE 11 - SOFTWARE
For
the year ended December 31, 2024 and 2023, we capitalized $
NOTE 12 - AGREEMENTS
On
March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second
APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA,
the Company will purchase
| 50 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 12 - AGREEMENTS (continued)
On
May 13, 2019, 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. The Agreement was
amended and as part of this agreement, the Company will be issuing common shares to VP for services rendered, and
VP will own
On
January 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel
Rodriquez will receive million common shares in return for his software expertise in the development of GES election
software. This new ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a
total of
On
June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $
GES
made payments of $
| ● | Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by Global Election Services Inc. | |
| ● | Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology. | |
| ● | Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform. | |
| ● | Development of an implementation recommendation with respect to Voting on the Blockchain Platform. | |
| ● | Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation. | |
| ● | Project Management during the engagement. |
| 51 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 12 - AGREEMENTS (continued)
The Working Paper discusses a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation; BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain technology experts and ICO experienced analysts and consultants. The documents created will be used by GES, to begin to create a Minimal Viable Product. This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES. The Working Paper was completed in 2022.
GES Investment in TrueVote Inc.
On
June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under
the terms of the agreement GES was to invest $
The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data is immutable and unalterable.
True Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer, getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com, which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014, leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim to enhance consumer adoption of DLT technology.
On
June 15, 2019, GES entered a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the
terms of the agreement GES was to invest $
| 52 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 12 - AGREEMENTS (continued)
On
February 27, 2023, GES entered into a First Amendment to a Convertible Promissory Note with an investor originally dated December 20,
2019. The related Stock Purchase Agreement signed December 19, 2019, wherein GES received common shares of the common stock
outstanding of TrueVote remained unchanged. As part of TrueVote revised transaction, new GAHC warrants were issued to the Principals
of True Vote Inc., Brett Morrison and Ped Hasid. The warrants were issued on February 27, 2023 and each individual is entitled to exercise
the warrants to purchase a maximum of
2) Tidewater Energy Group Inc.
On
November 19, 2019, the Company formed Tidewater Energy Group Inc., a
3) GAHI Acquisition Corp.
On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of
Directors to infuse an initial deposit of $
4) Fortis Industria, LLC
On
January 26, 2023, the Company filed Articles of Organization with the State of Nevada to create a limited liability company called Fortis
Industria, LLC. The Company owns
5) Enfield Exploration Corp.
On
March 28, 2023, GES entered into a non-binding letter of intent with Enfield Exploration Corp., a corporation existing under the laws
of the Provinces of British Columbia, Albert and Ontario, whereby Enfield will acquire the business of GES. The purchase price shall
be the issuance of shares of Enfield at a deemed price of $
| 53 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 12 - AGREEMENTS (continued)
6) 1329291 B.C. Ltd.
On
November 29, 2023 the Company signed an amended and restated non-binding letter of intent letter that sets out the terms and conditions
pursuant to which 1329291 B.C. Ltd. a company incorporated under the laws of the Province of British Columbia and a reporting issuer
in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, will acquire all of the issued and outstanding equity securities
and securities convertible into equity securities of Global Election Services Inc. The purchase price shall be the issuance of
common shares of 1329291 B.C. Ltd. at a deemed price of $
NOTE 13 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the consolidated balance sheet date through September 26, 2025 (the consolidated financial statements issuance date). Based upon the review, the Company did not identify other subsequent events that would have required adjustment or disclosure in the financial statement, except for the following:
Settlement Agreements
On June 30, 2022, we were named as a defendant in a lawsuit filed in the Supreme Court of the State of New York,
Index No. 651531/2002 by Anthony Crisci Jr. The plaintiff alleged breach of contract and unjust enrichment relating to plaintiff’s
prior employment agreement with the Company. On July 19, 2023, we entered into a settlement agreement with the plaintiff and paid plaintiff
$
On or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court
for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory
notes. The case was settled on or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April
19, 2024. Under this settlement agreement, the Company acknowledged the sum of $
| 54 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 13 - SUBSEQUENT EVENTS (continued)
On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu
of Complaint in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note
in the principal amount of $
Easterly APA
On July 1, 2025, the Company entered into that certain Asset Purchase Agreement (the “Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition Corp.”); Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“GES”); Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).
Asset Purchase. Pursuant to the Easterly APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the United States (the “Business”). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The Easterly APA excludes specific assets and liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the Easterly APA.
Consideration. The total consideration payable to the Company and its shareholders in connection with the transaction include:
| - | $ | |
| - | shares of common stock of GES Acquisition Corp. issued to GES Holding; | |
| - | Forgiveness
of $ | |
| - | Entry
into a $ |
Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may offer employment to selected GES employees at its discretion; those employees will become “Hired Employees” and transition plans are outlined for benefit coverage and COBRA compliance.
Closing Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals by GES and the Company; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no material adverse effect on either party from the Effective Date of the Easterly APA through Closing. Closing is also conditioned upon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.
| 55 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 13 - SUBSEQUENT EVENTS (continued)
Termination. The Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. See “—Amendment No. 1 to Easterly APA” below.
Indemnification.
The Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly
against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also
agreed to indemnify GES and the Company against liabilities arising from assumed obligations and breaches.
Amendment No. 1 to Easterly APA
On August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment No. 1 to the Easterly APA (the “Amendment”) to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.
Promissory Notes
The Company has received the following advances to fund working capital and transaction expenses in the form of notes.
| ● | On
October 2, 2024, the Company received $ | |
| ● | On
December 13, 2024, the Company received $ | |
| ● | On
December 19, 2024, the Company received $ | |
| ● | On
January 31, 2025, the Company received $ | |
| ● | On
March 14, 2025, the Company received $ | |
| ● | On
April 21, 2025, the Company received $ | |
| ● | On
June 30, 2025, the Company received $ | |
| ● | On
August 22, 2025, the Company received $ |
The
Company used (i) $
In
addition, since January 1, 2025, the Company raised $
| ● | On
February 19, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in
the principal amount of $ |
| ● | On
March 10, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the
principal amount of $ | |
| ● | On March 12, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of
$ |
| ● | On
March 12, 2025, Global Election Services, Inc. issued an Original Issue Discount Convertible Promissory Note in the principal amount
of $ |
| ● | On
June 6, 2025, Global Election Services entered into a loan agreement with a non-affiliate
in the amount of $ | |
| ● | On September 5, 2025, Global Election Services entered into a loan agreement with a non-affiliate in the amount of
$ |
Certificate of Correction to Certificate of Incorporation
Subsequent
to December 31, 2024, management discovered an error in its filings with the Delaware Secretary of State’s office. At the
Company’s 2018 annual meeting of stockholders held on November 16, 2018, the Company’s stockholders voted to approve a
On December 19, 2018, the Company erroneously filed with the Delaware Secretary of State a Certificate of Amendment (the “December 2018 Amendment”) that purported to effectuate the Abandoned Reverse Split, although the Abandoned Reverse Split had not yet been processed by FINRA, as required. As previously disclosed in the Company’s Current Report on Form 8-K filed on March 14, 2019 with the Securities and Exchange Commission, on March 13, 2019, the Company withdrew its FINRA application relating to the Abandoned Reverse Split, as the Board determined that it would not proceed with the Abandoned Reverse Split.
Although the Company did not intend to effectuate, and disclosed that it would not proceed with, the Abandoned Reverse Split, the Company failed to file a certificate of correction with the Delaware Secretary of State to nullify the December 2018 Amendment. In order to correct this, on September 25, 2025, the Company filed with the Delaware Secretary of State a certificate of correction to the December 2018 Amendment to nullify the December 2018 Amendment, as the Abandoned Reverse Split had not been processed by FINRA, as required.
The information presented in this Annual Report on Form 10-K does not give effect to the Abandoned Reverse Split.
| 56 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures
During the year ended December 31, 2024, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal 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 Exchange Act, as of December 31, 2024. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures were not effective as of December 31, 2024 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’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 Exchange 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.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In the course of making our assessment of the effectiveness of internal control over financial reporting, we identified material weaknesses in our internal control over financial reporting as follows.
| ● | The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. | |
| ● | Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. GAAP. |
Upon receiving adequate financing, we plan to increase our controls in these areas by hiring more employees in financial reporting and establishing an audit committee.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.
Important Considerations
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B. OTHER INFORMATION
| (a) |
Subsequent to December 31, 2024, management discovered an error in its filings with the Delaware Secretary of State’s office. At the Company’s 2018 annual meeting of stockholders held on November 16, 2018, the Company’s stockholders voted to approve a 1-for-4 reverse stock split of the Company’s outstanding common shares (the “Abandoned Reverse Split”). In order to effectuate the Abandoned Reverse Split in the market, the Company was required to (i) file with the Delaware Secretary of State a certificate of amendment to its certificate of incorporation (a “Certificate of Amendment”), and (ii) have the Abandoned Reverse Split processed by the Financial Industry Regulatory Authority (“FINRA”).
On December 19, 2018, the Company erroneously filed with the Delaware Secretary of State a Certificate of Amendment (the “December 2018 Amendment”) that purported to effectuate the Abandoned Reverse Split, although the Abandoned Reverse Split had not yet been processed by FINRA, as required. As previously disclosed in the Company’s Current Report on Form 8-K filed on March 14, 2019 with the Securities and Exchange Commission, on March 13, 2019, the Company withdrew its FINRA application relating to the Abandoned Reverse Split, as the Board determined that it would not proceed with the Abandoned Reverse Split.
Although the Company did not intend to effectuate, and disclosed that it would not proceed with, the Abandoned Reverse Split, the Company failed to file a certificate of correction with the Delaware Secretary of State to nullify the December 2018 Amendment. In order to correct this, on September 26, 2025, the Company filed with the Delaware Secretary of State a certificate of correction to the December 2018 Amendment to nullify the December 2018 Amendment (the “Certificate of Correction”), as the Abandoned Reverse Split had not been processed by FINRA, as required.
The information presented in this Annual Report on Form 10-K does not give effect to the Abandoned Reverse Split.
The description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which will be filed as an exhibit to the Company’s next periodic report, and is incorporated herein by reference. |
| (b) | During
the quarter ended December 31, 2024, no director or officer of the Company |
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
| 57 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Below is certain information regarding our executive officers and directors:
| Name | Position | Term(s) of Office | ||
| John Matthews | Chief Executive Officer | March 20, 2014 to present | ||
| Chairman of the Board | January 3, 2012 | |||
| Chief Financial Officer | April 10, 2016 to present | |||
| Facundo Bacardi | Director | November 7, 2011 to present | ||
| Martin Doane | Director | November 7, 2011 to present |
Certain Biographical Information Regarding Executive Officers and Directors
John Matthews, age 63, has served as the Chief Executive Officer, Chief Financial Officer, and director of Global Arena Holding Inc. Mr. Matthews has served as the Chairman of Global Election Services since 2015 and a Director of GAHI Acquisition Corp. since 2015 and as a Director in Tidewater Energy Group since 2019. In these positions, he has directed the investment into Blockchain Technologies Corp and has initiated the upgraded elections software and hardware applications covering registration, election tabulation, and reporting. Mr. Matthews has been involved in United States politics since the 1980s, having worked on and for numerous State, Congressional and Presidential elections. Mr. Matthews worked on Senator Daniel Patrick Moynihan’s campaign for the U.S. Senate in 1988 and concurrently served as Senator Moynihan’s Director of the Senator’s New York Office acting as the Senator’s senior Ombudsman and was responsible for all constituent services and legislative initiatives. Mr. Matthews served as an officer in various United States broker dealers from 1992 to 2014. He received a BA from Long Island University in 1987.
Facundo Bacardi, age 78, is a current shareholder and member of the family that owns and controls Bacardi Ltd., a worldwide liquor manufacturer and distributor. From 1979 to 1991, he was in charge of Bacardi’s manufacturing and distribution division for Nassau, Brazil, Trinidad and Central America. Currently, Mr. Bacardi serves as a director of Suramericana de Inversiones, S.A., an investment company located in Panama, and has served in that capacity since 1990.
Martin J. Doane, age 56, is a director of Global Arena Holdings Corp. since November 7, 2011. He has been a founding partner and CEO of Ubequity Capital since 2006. He served as vice president and secretary of Northern Empire Energy Corporation from March 20, 2012, to September 4, 2013. He was the chief executive officer of Adenyo Inc. from 2004 through 2009. He has served as the chief executive officer of MeeMee Media Inc. since April 2013. He was the vice president and secretary of EnDev Holdings Inc. from July 2010 to April 2013. Mr. Doane is a graduate of the University of Western Ontario and holds an LL.B. from Osgoode Hall Law School.
Board Composition
Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to our articles of incorporation and our bylaws. Currently, our Board of Directors consists of three directors: Messrs. Matthews, Bacardi and Doane.
Director Independence
Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not have a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities and that each of these directors is “independent” as that term is defined under the listing standards of The Nasdaq Stock Market, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company’s Board of Directors is independent.
| 58 |
Board Leadership Structure and Board’s Role in Risk Oversight
Our Board of Directors has a Chairman, Mr. Matthews. The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. Mr. Matthews also serves as our Chief Executive Officer and Chief Financial Officer. We believe that separation of the roles of Chairman and Chief Executive Officer is not necessary at this time to ensure appropriate oversight by the Board of Directors of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board of Directors may periodically review its leadership structure. In addition, the Board of Directors will hold executive sessions in which only independent directors are present.
Our Board of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee will oversee management of financial risks; our Board of Directors regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product development and commercialization efforts. Our compensation committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us.
Committees of the Board of Directors
We do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our board of directors.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Exchange Act, an executive officer, director, or greater-than-10% shareholder of the Company must file initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Executive officers, directors and greater-than-10% shareholders are required to furnish the Company with copies of all Section 16(a) reports they file. Our current executive officers and directors have not filed forms required to be filed under Section 16 of the Exchange Act. We are working with our executive officers and directors to file the past due forms.
Procedures for Contacting the Board
The Board has established a process for stockholders and other interested parties to send written communications to the Board, the independent directors, a particular committee or to individual directors, as applicable. Such communications should be sent by U.S. mail addressed to:
Global Arena Holding, Inc. Board of Directors
c/o Global Arena Holding, Inc.
Attention: Corporate Secretary
1159 2nd Avenue, Ste. 454
New York, NY 10065
The Board has instructed the Corporate Secretary to promptly forward all communications so received to the full Board, the independent directors or the individual Board member(s) specifically addressed in the communication. Comments or questions regarding our accounting, internal controls or auditing matters, our compensation and benefit programs, or the nomination of directors and other corporate governance matters will remain with the full Board.
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Depending on the subject matter, the Company’s Corporate Secretary will:
| ● | Forward the communication to the director or directors to whom it is addressed; | |
| ● | Attempt to handle the inquiry directly, for example, where it is a request for information about our Company or if it is a stock-related matter; or | |
| ● | Not forward the communication if it is primarily commercial in nature or if it relates to a topic that is not relevant to the Board or a particular committee or is otherwise improper. |
Procedures for Recommending, Nominating and Evaluating Director Candidates
Recommending Director Candidates for Nomination by the Board
The Board will consider director candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for nomination by the Board at an annual meeting of stockholders or for vacancies of the Board that arise between annual meetings must provide the Board with sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director selection criteria set forth in our bylaws. Such documentation and the name of the director candidate should be sent by U.S. mail to:
Global Arena Holding, Inc. Board of Directors
c/o Global Arena Holding, Inc.
Attention: Corporate Secretary
1159 2nd Avenue, Ste. 454
New York, NY 10065
Nominating Director Candidates
For director nominations to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must give timely notice in proper written form to the Secretary, consistent with the Company’s bylaws.
Evaluating Director Candidates
The Board has no formal guidelines or policy with regard to the consideration of any director candidates recommended by shareholders. The Board will consider several factors when evaluating the appropriate characteristics of candidates for service as a director. The Board initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the Board. At a minimum, director candidates must demonstrate high standards of ethics, integrity, independence, sound judgment, strength of character, and meaningful experience and skills in business or other appropriate endeavors. In addition to these minimum qualifications, the Board considers other factors it deems appropriate based on the current needs and desires of the Board, including specific business and professional experience that is relevant to the Board’s needs, including, but not limited to, Board diversity. A member of the Board will contact, for further review, those candidates who the Board believes are qualified, who may fulfill a specific Board need and who would otherwise best make a contribution to the Board. The Board is responsible for conducting, with the assistance of the Corporate Secretary, and subject to applicable law, any inquiries into the background and qualifications of the candidate. Based on the information the Board learns during this process, it determines which nominee(s) to submit for election. The Board uses a comparable process for evaluating all director candidates, regardless of the source of the recommendation.
The Board may use, as it deems appropriate or necessary, an outside consultant to identify and screen potential director candidates. No outside consultants were used during the fiscal year ended December 31, 2024 to identify or screen potential director candidates. The Board will reassess the qualifications of a current director, including the director’s attendance and contributions at Board and committee meetings, prior to recommending a director for reelection.
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Code of Ethics
We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Our code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We believe that our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct, provide full, fair, accurate, timely and understandable disclosure in public reports, comply with applicable laws, ensure prompt internal reporting of violations, and provide accountability for adherence to the provisions of the code of ethics. We intend to disclose any amendments to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and/or exchange requirements.
Indemnification
The Company shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Delaware, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or employee at the request of the Company.
The board of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information as to the compensation of our executive officers.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary
($) | Stock
Awards ($) | Option
Awards ($) | All
Other Compensation ($) | Total
($) | ||||||||||||||||||
| John Matthews | 2024 | 147,067 | (1) | - | - | - | 147,067 | |||||||||||||||||
| CEO and CFO | 2023 | 121,402 | (2) | - | - | - | 121,402 | |||||||||||||||||
| (1) | Mr. Matthews received $0 as his salary from the Company and $147,067 from GES. |
| (2) | Mr. Matthews received $0 as his salary from the Company and $121,402 from GES. |
Outstanding Equity Awards at Fiscal Year End
There were no equity awards outstanding at December 31, 2024.
Director Compensation
The following table sets forth certain information as to the compensation paid to our non-employee directors.
2024 Director Compensation Table
| Name | Year | Salary
($) | Stock
Awards ($) | Option
Awards ($) | All
Other Compensation ($) | Total
($) | ||||||||||||||||||
| Facundo Bacardi | 2024 | - | - | - | - | - | ||||||||||||||||||
| Martin Doane | 2024 | - | - | - | - | - | ||||||||||||||||||
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of September 26, 2025, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. As of September 26, 2025, there were 1,695,351,226 shares of common stock outstanding. The address of each executive officer and director is c/o Global Arena Holding, Inc., 1159 2nd Avenue, Suite 454, New York, NY 10065.
| Name and Address | Amount | Percentage | ||||||
| John Matthews | 4,820,170 | (1) | * | |||||
| Facundo Bacardi | 3,056,891 | (1) | * | |||||
| Martin Doane | 3,056,891 | (1) | * | |||||
| All Executive Officers and Directors as a Group (4 persons)(2) | 10,933,952 | (3) | * | |||||
* Less than 1%.
| (1) | In addition, each of Messrs. Matthews, Bacardi and Doane holds 120,000 shares of the Company’s Series C preferred stock. Each share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted to a vote of the Company’s stockholders. |
| (2) | Includes Kathryn Weisbeck, President of GES. |
| (3) | In addition, insiders (i.e., Mr. Matthews, Mr. Bacardi, Mr. Doane and Ms. Weisbeck) hold an aggregate of 480,000 shares of the Company’s Series C preferred stock. Each share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted to a vote of the Company’s stockholders. Therefore, collectively, insiders hold over a majority of the Company’s voting power through their ownership of Series C preferred shares. |
EXISTING EQUITY COMPENSATION PLAN INFORMATION
The table below shows information with respect to our equity compensation plans as of December 31, 2024.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
| Equity compensation plans approved by security holders | - | $ | N/A | - | ||||||||
| Equity compensation plans not approved by security holders | - | $ | - | |||||||||
In June 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan was to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under the Plan is 3,000,000. The Company no longer intends to make any grants under the Plan.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
We do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions. When such transactions arise, they are referred to our board of directors for consideration.
Director Independence
Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not have a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities and that each of these directors is “independent” as that term is defined under the listing standards of The Nasdaq Stock Market, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company’s Board of Directors is independent.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed for the years ended December 31, 2024 and 2023 for professional services rendered by Raul Carrega (PCAOB # 1939) for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the periods ended December 31, 2024 and 2023 were $80,500 and $23,500, respectively.
Audit related fees
The aggregate fees billed for the years ended December 31, 2024 and 2023 for assurance and related services by Raul Carrega that are reasonably related to the performance of the audit or review of the Company’s financial statements for those fiscal years were included in the above listed were $0 and $0, respectively.
Tax Fees
We incurred aggregate tax fees and expenses from Raul Carrega during the years ended December 31, 2024 and 2023 for professional services rendered for tax compliance, tax advice, and tax planning of $0 and $0, respectively.
All Other Fees
The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor’s provision of non-audit services was compatible with maintaining the auditor’s independence. All of the services described above for fiscal year 2024 were approved by the board of directors pursuant to its policies and procedures.
Pre-Approval Policies and Procedures
Our Board pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our Board before the respective services were rendered.
Our Board has considered the nature and amount of fees billed by our independent registered public accounting firm and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their independence.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) List of financial statements included in Part II hereof
Balance Sheets, December 31, 2024 and 2023
Statements of Operations for the years ended December 31, 2024 and 2023
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023
Statements of Cash Flows for the years ended December 31, 2024 and 2023
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
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| 10.20 | Form of Parent Support Agreement | Form 8-K | February 8, 2005 | |||
| 10.21 | Form of Lock-Up Agreement | Form 8-K | February 8, 2005 | |||
| 10.22 | Consulting Agreement with Gerald Montiel | Form 8-K | February 8, 2005 | |||
| 10.23 | Form of Incentive Stock Option Grant Under DWM 2002 Equity Incentive Plan |
Form S-4 | May 10, 2005 | |||
| 10.24 | Form of Non-Qualified Stock Option Grant Under DWM 2002 Equity Incentive Plan |
Form S-4 | May 10, 2005 | |||
| 10.25 | Mutual Lease Agreement | Form 8-K | October 14, 2005 | |||
| 10.26 | Form 8-K | April 13, 2006 | ||||
| 10.27 | Form 8-K | April 13, 2006 | ||||
| 10.28 | Form 8-K | April 13, 2006 | ||||
| 10.29 | Agreement and Plan of Reorganization | Form 8-K | January 25, 2011 | |||
| 10.30 | Form 8-K | January 25, 2011 | ||||
| 10.31 | Securities Purchase Agreement | Form 8-K | January 7, 2013 | |||
| 10.32 | Form 8-K | January 25, 2013 | ||||
| 10.33 | Agreement of Sale | Form 8-K | January 31, 2013 | |||
| 10.34 | Member Interests Purchase Agreement by and between the Company and Courtney Smith |
Form 8-K | March 19, 3013 | |||
| 10.35 | Form 8-K | May 10, 2013 | ||||
| 10.36 | Form 8-K/A | December 5, 2013 | ||||
| 10.37 | Warrant to purchase common stock issued to Jia Hui New Climate Investment Ltd. |
Form 8-K | December 4, 2013 | |||
| 10.38 | Form 8-K | December 12, 2013 | ||||
| 10.39 | Form 8-K | December 19, 2014 | ||||
| 10.40 | Master Services Agreement with HCAS | Form 8-K | January 29, 2018 | |||
| 10.41 | Form 8-K | December 22, 2017 | ||||
| 10.42 | Form 8-K | December 22, 2017 |
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| 10.43 | Warrant issued to UAHC | Form 8-K | December 22, 2017 | |||
| 10.44 | John Matthews GAHC Chairman agreement | Form 8-K | December 15, 2017 | |||
| 10.45 | Form 8-K | December 15, 2017 | ||||
| 10.46 | Form 8-K | December 15, 2017 | ||||
| 10.47 | John Matthews GES Chairman agreement | Form 8-K | December 15, 2017 | |||
| 10.48 | Form 8-K | December 15, 2017 | ||||
| 10.49 | Form 8-K | December 15, 2017 | ||||
| 10.50 | Form 8-K | October 21, 2015 | ||||
| 10.51 | Form 8-K | August 11, 2015 | ||||
| 10.52 | Form 8-K | August 11, 2015 | ||||
| 10.53 | Form 8-K | August 11, 2015 | ||||
| 10.54 | Convertible promissory note and warrant purchase agreement with Apollo Capital |
Form 8-K | July 6, 2015 | |||
| 10.55 | Form 8-K | July 6, 2015 | ||||
| 10.56 | Form 8-K | July 6, 2015 | ||||
| 10.57 | Form 8-K | June 24, 2015 | ||||
| 10.58 | Allonge Agreement with St. George Investments LLC dated 1/7/19 | Form 8-K/A | January 15, 2019 | |||
| 10.59 | 1st Amendment to Allonge Agreement with St. George Investments LLC dated 2/6/19 | Form 8-K/A | February 13, 2019 | |||
| 10.60 | Amendment to Convertible Promissory Note dated February 27, 2023 by TrueVote, Inc. and Global Election Services, Inc. | Form 8-K | March 9, 2023 | |||
| 10.61 | Hasid Warrant dated February 27, 2023 | Form 8-K | March 9, 2023 | |||
| 10.62 | Morrison Warrant dated February 27, 2023 | Form 8-K | March 9, 2023 | |||
| 10.63 | Settlement Agreement and Mutual Release between Global Arena Holding, Inc. and Global Election Services, and Brett and Christian Pezzuto dated February 12, 2024 | Form 10-K/A | July 11, 2024 | |||
| 10.64 | Amendment to Settlement Agreement and Mutual Release between Global Arena Holding, Inc. and Global Election Services, and Brett and Christian Pezzuto dated April 19, 2024 | Form 10-K/A | July 11, 2024 | |||
10.65 |
Form 8-K |
July 8, 2025 | ||||
10.66 |
Form 8-K |
September 5, 2025 | ||||
| 14.1 | Code of Ethics | Form 10-KSB | December 17, 2003 | |||
| 21.1* | List of Subsidiaries | Filed herewith | ||||
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||
| 101.INS* | XBRL Instance Document | Filed herewith | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | Filed herewith | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | ||||
| 104* | Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith |
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
ITEM 16. 10-K SUMMARY
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Global Arena Holding, Inc. | ||
| Date: September 26, 2025 | By: | /s/ John S. Matthews |
| Name: | John S. Matthews | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ John S. Matthews | Chief Executive Officer, Chief Financial Officer and Chairman of the Board (principal executive officer, principal financial officer, and principal accounting officer) | September 26, 2025 | ||
| John S. Matthews | ||||
| /s/ Facundo Bacardi | Director | September 26, 2025 | ||
| Facundo Bacardi | ||||
| /s/ Martin Doane | Director | September 26, 2025 | ||
| Martin Doane |
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