Global Arena Holding (GAHC) posts Q1 2025 loss amid heavy debt and going-concern warning
Global Arena Holding, Inc. reported a net loss of $288,123 on $399,263 in services revenue for the quarter ended March 31, 2025, with revenue increasing from $232,123 a year earlier as election-services activity grew. Operating expenses rose to $476,752, turning last year’s small operating profit into a loss.
Total assets were $904,504, against current liabilities of $11.1 million, resulting in a stockholders’ deficit of $10.2 million. The company relies heavily on convertible promissory notes and other short-term borrowings, and discloses that portions of its debt are in default.
Management states there is substantial doubt about the company’s ability to continue as a going concern and is continuing to raise funds through additional convertible notes. The filing also describes a sequence of asset purchase agreements with Easterly involving the sale of GES’s U.S. election-services business, an initial 2025 transaction that was later terminated, and a new 2026 Easterly APA that would sell substantially all operating assets of GES for a mix of cash, assumed liabilities and equity in GES Acquisition.
Positive
- None.
Negative
- Going concern warning: Management states that recurring operating losses, cash flow deficits and debt defaults raise substantial doubt about the company’s ability to continue as a going concern.
- Highly leveraged, deficit balance sheet: Current liabilities of $11.1 million and a stockholders’ deficit of $10.2 million leave little asset coverage and heighten refinancing and dilution risk.
Insights
Deep losses, heavy short-term debt and going-concern risk dominate, with asset-sale plans central to the outlook.
Global Arena Holding shows a weak balance sheet: $904,504 in assets versus current liabilities of $11.1 million, producing a stockholders’ deficit of about $10.2 million. Operations remain loss-making despite revenue growth, and interest plus financing costs of $221,511 weigh heavily on results.
The company discloses that certain convertible promissory notes are in default as of March 31, 2025, and explicitly raises “substantial doubt” about its ability to continue as a going concern. Funding relies on serial 10–15% convertible notes, many maturing by October 15, 2025, creating concentrated refinancing and dilution risk.
Management has pursued multiple transactions with Easterly to sell GES’s U.S. election-services assets. A 2025 asset purchase agreement was amended, then terminated in February 2026, and replaced by a new 2026 Easterly APA involving $2.4 million cash consideration plus equity in GES Acquisition. Actual benefit depends on closing conditions, Easterly funding, and stockholder approvals described in the agreement. Subsequent filings may clarify whether the 2026 transaction closes and how much debt is ultimately settled.
Key Figures
Key Terms
going concern financial
convertible promissory note financial
derivative liability financial
confession of judgment financial
Asset Purchase Agreement financial
Series A Preferred Stock financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______, 20___, to _____, 20___.
Commission
File Number
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each Exchange on which Registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of March 30, 2026, there were
GLOBAL ARENA HOLDING, Inc.
Form 10-Q
Contents
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 37 |
| Item 4. | Mine Safety Disclosures | 37 |
| Item 5. | Other Information | 37 |
| Item 6. | Exhibits | 37 |
| Signatures | 38 | |
| 2 |
Item 1. Financial Statements.
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| 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, $ | ||||||||
| Series B preferred stock; | ||||||||
| Series C preferred stock; | ||||||||
| Preferred stock value | ||||||||
| Common stock, $ | ||||||||
| 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 footnotes are an integral part of these unaudited consolidated financial statements.
| 3 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2025 | 2024 | |||||||
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Services | $ | $ | ||||||
| Operating expenses | ||||||||
| Salaries and benefits | ||||||||
| Marketing and advertising | ||||||||
| Software development | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Printing | ||||||||
| Total operating expenses | ||||||||
| (Loss) income from operations | ( | ) | ||||||
| Other expenses | ||||||||
| Interest expense and financing costs | ( | ) | ( | ) | ||||
| 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 footnotes are an integral part of these unaudited consolidated financial statements.
| 4 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||
Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Global Stockholders’ | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Fair value of issued warrants | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Global Stockholders’ | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for convertible debt and accrued interest | - | - | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
| 5 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (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: | ||||||||
| Accounts payable | ( | ) | - | |||||
| Accrued expenses | ||||||||
| Net cash (used in) provided by operating activities | $ | ( | ) | $ | ||||
| INVESTING ACTIVITIES: | ||||||||
| 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 | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | $ | $ | ( | ) | ||||
| NET INCREASE 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 | $ | $ | - | |||||
| Debt converted to common stock | $ | - | $ | |||||
| Original issuance discount | $ | $ | ||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
| 6 |
NOTE 1 - ORGANIZATION
Organization and Business
Global
Arena Holding, Inc. (“GAHI” and together with Global Election Services, Inc. (“GES”), GAHI’s wholly owned
subsidiary, the “Company”) was formed in February 2009, in the state of Delaware. Previously, the Company was a financial
services firm, but it currently is focusing on the business of GES. GAHI Acquisition Corp., a wholly owned subsidiary of the Company,
and Tidewater Energy Group Inc., a
GES was formed on February 25, 2015 and 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 optical mark recognition (“OMR”)/optical character recognition (“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 has made investments in companies 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, LLC
(“Election Services Solutions”). Under the APA, the Company agreed to purchase
On
February 27, 2023, the Company acquired
TrueVote 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 is posted on the blockchain, such that all data will be immutable and unalterable. This design is expected to ensure that every vote is transparently counted and verifiable. 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.
Going Concern
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), 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 March 31, 2025. 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.
| 7 |
The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of GAHI and GES. 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 the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“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.
Basic and Diluted Earnings (Loss) Per Share
Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Warrants | ||||||||
| Convertible notes | ||||||||
| Total | ||||||||
Management Estimates
The preparation of financial statements in conformity with U.S. GAAP 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.
| 8 |
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.
Share-Based Compensation
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.
| 9 |
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurement defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
Fair Value Measurements
The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Cash, accounts payable and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short-term nature.
Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost. The carrying amount approximates their fair value.
The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.
The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of March 31, 2025 and December 31, 2024.
SCHEDULE OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES
| Fair Value | ||||||||||||||||
| As of | Fair Value Measurements at | |||||||||||||||
| Description | March 31, 2025 | March 31, 2025 Using Fair Value Hierarchy | ||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Beneficial conversion feature | $ | $ | - | $ | $ | - | ||||||||||
| Total | $ | $ | - | $ | $ | - | ||||||||||
| 10 |
| 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 | $ | $ | - | $ | $ | - | ||||||||||
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 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.
NOTE 3 – EQUITY INVESTMENTS
On
March 25, 2021, the Company entered into the APA with Election Services Solutions. Under the APA, the Company agreed to purchase
On
February 27, 2023, the Company acquired
TrueVote 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 is posted on the blockchain, such that all data will be immutable and unalterable. This design is expected to ensure that every vote is transparently counted and verifiable. 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.
| 11 |
NOTE 4 - ACCRUED EXPENSES
Accrued expenses at March 31, 2025 and December 31, 2024 consisted of the following:
SCHEDULE OF ACCRUED EXPENSES
| March, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued interest | $ | $ | ||||||
| Accrued compensation | ||||||||
| Other accrued expenses | ||||||||
| Accrued expenses | $ | $ | ||||||
NOTE 5 - PROMISSORY NOTES PAYABLE
In
March 2014, the Company issued two promissory notes for a total of $
On
July 13, 2023, Global Election Services, Inc. entered 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 of $
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 $
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 $
| 12 |
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 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 6, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note 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 $
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
$
| 13 |
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 $
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 $
| 14 |
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 $
On
August 2, 2024, in connection with the purchase of Election Services Solutions, the Company issued a convertible promissory note in favor
of an investor to pay off the remaining balance of the investment. The Note is in the principal amount of $
On
August 8, 2024, Global Election Services, Inc. issued a Convertible Promissory Note with a non-affiliate investor in the principal amount
of $
On
August 22, 2024, Global Election Services, Inc. issued 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. issued a Convertible Promissory Note in the principal amount of $
On
December 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $
On
December 10, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $
On
December 31, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $
| 15 |
On
January 31, 2025, the Company received $
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 $
Convertible promissory notes payable at March 31, 2025 and December 31, 2024 consist of the following:
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES PAYABLE
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| 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 | $ | - | $ | - | ||||
SCHEDULE OF ROLLFOWARD OF CONVERTIBLE PROMISSORY NOTES PAYABLE
| 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 | $ | |||
| Issued for cash | $ | |||
| Issued for original issue discount | $ | ( | ) | |
| Repayment for cash | $ | ( | ) | |
| Amortization of debt discounts | $ | |||
| Convertible promissory notes payable, March 31, 2025 | $ |
| 16 |
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:
SCHEDULE OF VALUATION TECHNIQUES USED IN DETERMINING FAIR VALUE OF DERIVATIVE LIABILITY
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| 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, 2024 to March 31, 2025 is below:
SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL DERIVATIVES
| Derivative liabilities, December 31, 2024 | $ | |||
| Change in fair value of derivative liabilities | ||||
| Derivative liabilities, March 31, 2025 | $ |
NOTE 8 - STOCKHOLDERS’ DEFICIT
Series B Preferred Stock
Pursuant
to the Company’s Certificate of Incorporation, the Company has authorized
Series C Preferred Stock
On
July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of
| A. | Designation
and Number. A series of the preferred stock, designation the “Series C Preferred Stock,”
$ | |
| 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 |
Common Stock
During the three months ended March 31, 2025, the Company did not issue any shares.
| 17 |
During
the three months ended March 31, 2024, the Company issued
Warrant Activity
A summary of warrant activity is presented below:
SCHEDULE OF WARRANT ACTIVITY
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Number of | Exercise | Contractual | Intrinsic | |||||||||||||
| Warrants | Price ($) | Life (in years) | Value ($) | |||||||||||||
| Outstanding, December 31, 2024 | - | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, March 31, 2025 | - | |||||||||||||||
| Exercisable, March 31, 2025 | - | |||||||||||||||
Warrants
A summary of warrant activity is presented below:
| Number of Warrants | Exercise Price ($) | Contractual Life (in years) | Intrinsic Value ($) | |||||||||||||
| Outstanding, December 31, 2023 | - | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, March 31, 2024 | - | |||||||||||||||
| Exercisable, March 31, 2024 | - | |||||||||||||||
During
the quarter ended March 31, 2025, the Company issued warrants to purchase an aggregate of
| ● | Expected life of | |
| ● | Volatility of | |
| ● | Dividend yield of | |
| ● | Risk free interest rate of |
During the quarter ended March 31, 2024, the Company did not issue any warrants.
NOTE 9 - 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 $
| 18 |
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 $
On
October 14, 2025, Jason Old filed a complaint in the District Court of Tulsa County, Oklahoma (Civil Action No. CJ-2025-04721) against
the Company and GES for breach of contract for failure to pay monies owned pursuant to a promissory note. On February 5, 2026, the Company
and Mr. Old entered into a Release and Settlement Agreement, pursuant to which the parties agreed to settle the dispute and the Company
agreed to pay Mr. Old $
NOTE 10 - SOFTWARE
For
the three months ended March 31, 2025 and 2024, we capitalized $
NOTE 11 - AGREEMENTS
On
March 25, 2021, the Company entered into the APA with Election Services Solutions. Under the APA, the Company agreed to purchase
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
| 19 |
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
Investment in TrueVote Inc.
On
February 27, 2023, the Company acquired
TrueVote 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 is posted on the blockchain, such that all data will be immutable and unalterable. This design is expected to ensure that every vote is transparently counted and verifiable. 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.
Tidewater Energy Group Inc. and GAHI Acquisition Corp.
Since
2024, Tidewater Energy Group Inc., a
NOTE 12 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the consolidated balance sheet date through March 30, 2026 (the unaudited consolidated financial statements issuance date). Based upon the review, the Company did not identify other subsequent events that would have required adjustment of or disclosure in the unaudited consolidated financial statements, except for the following:
Pezzuto Action
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 $
| 20 |
Lim Chap Huat Settlement
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 $
2025 Easterly APA
On July 1, 2025, the Company entered into that certain Asset Purchase Agreement (the “2025 Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition”); 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 2025 Easterly APA, GES Acquisition 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 will also assume certain specified liabilities. The 2025 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 2025 Easterly APA.
Consideration. The total consideration payable to the Company and its shareholders in connection with the transaction include:
| - | $ | |
| - | ||
| - | Forgiveness of $ | |
| - | Entry into a $ |
Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition, and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition and the Board of Directors of GES Acquisition will be limited to no more than two other persons. GES Acquisition 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 2025 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 2025 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 2025 Easterly APA” below.
| 21 |
Indemnification.
The 2025 Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition and Easterly
against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition and Easterly also agreed
to indemnify GES and the Company against liabilities arising from assumed obligations and breaches.
Amendment No. 1 to 2025 Easterly APA
On August 29, 2025, GAHI, GES Acquisition, GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment No. 1 to the 2025 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 2025 Easterly APA remained in full force and effect.
Termination of 2025 Easterly APA
On February 25, 2026, the parties to the 2025 Easterly APA entered into a Termination of Asset Purchase Agreement (the “2025 Easterly APA Termination”), pursuant to which the parties thereto agreed to terminate, as of February 25, 2026, the 2025 Easterly APA, subject to the terms set forth in the 2025 Easterly APA Termination.
2026 Easterly APA
On February 26, 2026, following termination of the 2025 Easterly APA, the Company entered into that certain Asset Purchase Agreement (the “2026 Easterly APA”) with GES (together with the Company, the “Sellers”), GES Acquisition and Easterly.
Asset Sale. Pursuant to the terms of the 2026 Easterly APA, the Sellers agreed to sell to GES Acquisition all of their right, title and interest in and to Sellers’ business of providing technology-enabled paper absentee, mail ballot and online election services in the U.S. (the “Business”) and the assets, properties and rights of the Sellers, other than the Excluded Assets (as defined in the 2026 Easterly APA) (the “Assets”). The Assets include identified 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 goodwill of the Business; and exclude specified assets, including, but not limited to, cash and cash equivalents, tax returns and refunds, retained benefit plans and employment agreements.
Consideration. Pursuant to the terms of the 2026 Easterly APA, the consideration payable by GES Acquisition to the Sellers for the Assets will be as follows:
| (i) | The assumption by GES Acquisition to the Sellers of the Assumed Liabilities (as defined in the 2026 Easterly APA); | |
| (ii) | The
payment of the sum of $ | |
| (iii) | The
issuance to the Company of |
Designation
of GES Series A Stock. Prior to the closing, GES Acquisition agreed to designate
Easterly
Transactions. Easterly previously funded to the Sellers the following amounts, totaling $
| (i) |
$ | |
| (ii) |
$ | |
| (iii) |
$ | |
| (iv) | $ |
| 22 |
GES
Acquisition agreed to issue and sell to Easterly, at the closing,
| (i) | $ | |
| (ii) | $ | |
| (iii) | $ |
Employment Agreements; GES Acquisition Officers and Directors. GES Acquisition agreed to enter into, at the closing, (i) an employment agreement with John S. Matthews pursuant to which Mr. Matthews will serve as Chief Executive Officer of GES Acquisition, and (ii) an employment agreement with Kathryn Weisbeck pursuant to which she will serve as an executive officer of GES Acquisition. Mr. Matthews is the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board, and is a significant stockholder of the Company. Ms. Weisbeck is an executive officer and significant stockholder of the Company. GES Acquisition also agreed to name Darrell Crate as a director of GES Acquisition at the closing, and agreed that, at the closing, GES Acquisition’s board of directors would be comprised of Mr. Matthews and no more than two other persons.
Redemption.
Immediately following the closing, GES Acquisition will redeem the one share of GES Acquisition common stock held by Mr. Matthews
at a redemption price of $
Closing Conditions. The transaction is subject to standard closing conditions, including but not limited to, receipt of approval by the Company’s stockholders; receipt of required governmental consents; no injunctions or governmental restriction on the transaction; and no third party actions to enjoin or otherwise restrict consummation of the closing. Closing is also conditioned upon the finalization and execution of all transaction documents.
Termination. The 2026 Easterly APA may be terminated, subject to the terms of the 2026 Easterly APA, by mutual written consent; if the transaction does not close by April 30, 2026; if there are injunctions or governmental restrictions on the transactions contemplated by the 2026 Easterly APA; upon material breach by any party that is not cured within the specified period; upon a material adverse effect, not cured within the specified period, on the condition (financial or otherwise), business, assets, properties or results of operations of one of the parties or the ability of one of the parties to consummate the transactions; or if required Company stockholder approval is not obtained by April 30, 2026.
Indemnification.
The 2026 Easterly APA includes mutual indemnification obligations whereby the Sellers agreed to indemnify GES Acquisition, Easterly and
their respective affiliates against liabilities arising from the Excluded Assets or excluded liabilities, the Sellers’ indebtedness
as it relates to the Business, the Sellers’ transaction expenses, to the extent not paid on or prior to the closing date or comprising
an assumed liability; and breaches of representations, warranties, or covenants. GES Acquisition and Easterly also agreed to indemnify
the Sellers and their respective affiliates against liabilities arising from GES Acquisition’s ownership and operation of the Assets
following the closing; GES Acquisition’s failure to perform, discharge or satisfy the assumed liabilities; and breaches of representations,
warranties, or covenants.
Series A Preferred Stock A&R Certificate of Designations
On February 27, 2026, the Company filed an Amended and Restated Certificate of Designations of Preferences and Rights (the “A&R Certificate of Designations”) of the Series A convertible preferred stock (the “Series A Preferred Stock”) with the Secretary of State of the State of Delaware. The material terms of the Series A Preferred Stock are set forth below.
| 23 |
Number;
Stated Value. The number of authorized shares of Series A Preferred Stock is
Conversion.
The Series A Preferred Stock is convertible into restricted shares of common stock at the option of the holder at any time following
the 12-month anniversary of the issuance of the applicable shares of Series A Preferred Stock, if such shares have been issued and outstanding
for at least such 12-month period. Each share of Series A Preferred Stock is convertible into a number of shares of common stock equal
to
Voting Rights. Shares of Series A Preferred Stock have no voting rights except as required by law or as stated in the A&R Certificate of Designations.
Beneficial Ownership Limitation. No holder of Series A Preferred Stock may complete a conversion if such conversion would result in beneficial ownership of more than 4.99% of the Company’s outstanding common stock.
Amendment. The Company may not amend or repeal the A&R Certificate of Designations without the prior written consent or approval of holders of Series A Preferred Stock holding a majority of the Series A Preferred Stock then issued and outstanding, voting separately as a single class, and with each share of Series A Preferred Stock having one vote on any such matter.
No Optional Redemption. The Company may not redeem any of the outstanding shares of Series A Preferred Stock without the written agreement of the applicable Series A Holder holding such applicable shares of Series A Preferred Stock.
No Participation. The Series A Preferred Stock is not entitled to receive any dividends or distributions paid on the Company’s common stock or any other class of preferred stock, and the Series A Preferred Stock will not participate in any dividends, distributions or payments to the common stockholders or holders of any other class of preferred stock, whether in liquidation, by dividend or otherwise.
No Transfer. The Series A Preferred Stock may not be sold, gifted, assigned or otherwise transferred, and no right, title or interest in the Series A Preferred Stock may be created, sold, gifted, assigned or otherwise transferred, without the prior written approval of the Board in its sole discretion, and any such action without such prior written consent will be automatically null and void and of no force or effect.
March 2026 Loan Agreement
On
March 3, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $
| 24 |
Promissory Notes
The Company has received the following advances to fund working capital and transaction expenses in the form of notes.
| ● | On April 21, 2025, the
Company received $ | |
| ● | On June 30, 2025, the Company
received $ | |
| ● | On August 22, 2025, the
Company received $ | |
| ● | On August 22, 2025, the
Company received $ | |
| ● | On September 5, 2025, the
Company received $ | |
| ● | On October 29, 2025, the
Company received $ | |
| ● | On December 1, 2025, the
Company received $ |
The
Company used (i) $
In
addition, since January 1, 2025, the Company raised $
| ● | 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 Amendment to Certificate of Incorporation
On
December 18, 2018, the Company filed a Certificate of Amendment (the “2018 Amendment”) to the Company’s Certificate
of Incorporation that purported to effectuate a
| 25 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as in certain other parts of this Quarterly Report on Form 10-Q (as well as information included in oral statements or other written statements made or to be made by the Company) that look forward in time, are forward-looking statements. 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 Global Arena Holding, Inc. (“GAHI” or 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 (the “SEC”), including without limitation, this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q.
Overview
Global Election Services, Inc. (“GES”), a wholly owned subsidiary of the Company, 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.
| 26 |
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 | |
| 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 [●] to the Company’s unaudited consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q.
2025 Easterly APA
On July 1, 2025, the Company entered into that certain Asset Purchase Agreement (the “2025 Easterly APA”) with GES Acquisition Corp. (“GES Acquisition”), GES, Global Election Services Holding LLC (“GES Holding”), and Easterly CV VI LLC (“Easterly”).
| 27 |
Asset Purchase. Pursuant to the 2025 Easterly APA, GES Acquisition 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 will also assume certain specified liabilities. The 2025 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 2025 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 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, convertible into Series A Stock under specified conditions. |
Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition, and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition and the Board of Directors of GES Acquisition will be limited to no more than two other persons. GES Acquisition 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 2025 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 2025 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 2025 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 2025 Easterly APA remain in full force and effect.
Indemnification. The 2025 Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition and Easterly against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition 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 2025 Easterly APA
On August 29, 2025, GAHI, GES Acquisition, GES, Global Holding, and Easterly entered into that certain Amendment No. 1 to the 2025 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 2025 Easterly APA remained in full force and effect.
| 28 |
Termination of 2025 Easterly APA
On February 25, 2026, the parties to the 2025 Easterly APA entered into a Termination of Asset Purchase Agreement (the “2025 Easterly APA Termination”), pursuant to which the parties thereto agreed to terminate, as of February 25, 2026, the 2025 Easterly APA, subject to the terms set forth in the 2025 Easterly APA Termination.
2026 Easterly APA
On February 26, 2026, following termination of the 2025 Easterly APA, the Company entered into that certain Asset Purchase Agreement (the “2026 Easterly APA”) with GES (together with the Company, the “Sellers”), GES Acquisition and Easterly.
Asset Sale. Pursuant to the terms of the 2026 Easterly APA, the Sellers agreed to sell to GES Acquisition all of their right, title and interest in and to Sellers’ business of providing technology-enabled paper absentee, mail ballot and online election services in the U.S. (the “Business”) and the assets, properties and rights of the Sellers, other than the Excluded Assets (as defined in the 2026 Easterly APA) (the “Assets”). The Assets include identified 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 goodwill of the Business; and exclude specified assets, including, but not limited to, cash and cash equivalents, tax returns and refunds, retained benefit plans and employment agreements.
Consideration. Pursuant to the terms of the 2026 Easterly APA, the consideration payable by GES Acquisition to the Sellers for the Assets will be as follows:
| (i) | The assumption by GES Acquisition to the Sellers of the Assumed Liabilities (as defined in the 2026 Easterly APA); | |
| (ii) | The payment of the sum of $2,400,000 to GES, to be paid in cash at the closing; and | |
| (iii) | The issuance to the Company of 2,571,428 shares of common stock of GES Acquisition. |
Designation of GES Series A Stock. Prior to the closing, GES Acquisition agreed to designate 6,000,000 shares of its preferred stock as Series A convertible preferred stock (the “GES Series A Stock”).
Easterly Transactions. Easterly previously funded to the Sellers the following amounts, totaling $1,920,000 (collectively, the “Previously Funded Amounts”), which, as of February 25, 2026, were due and repayable to Easterly:
| (i) | $1,153,555, which has been paid to certain creditors of the Sellers; | |
| (ii) | $331,835, which has been paid for GES Services’ software technology; | |
| (iii) | $374,610, to reimburse the Sellers for certain transaction expenses; and | |
| (iv) | $60,000, which, as of February 25, 2026, was being held by the Sellers. |
GES Acquisition agreed to issue and sell to Easterly, at the closing, 6,000,000 shares of GES Series A Stock at a negotiated value for sale of $0.9375 per share, for a total consideration payable of $5,625,000 (the “Total Subscription Consideration”) as follows:
| (iv) | $2,400,000 of the Total Subscription Consideration, in exchange for 2,560,000 shares of GES Series A Stock, will be paid by Easterly to GES Acquisition at the closing, and then GES Acquisition will transfer such amount to the Sellers in consideration of the acquisition of the Assets. | |
| (v) | $1,920,00 of the Total Subscription Consideration, in exchange for 2,048,000 shares of Series A Stock, will be deemed satisfied by forgiveness of the repayment of the Previously Funded Amounts by Sellers to Easterly. Upon issuance of the 2,048,000 shares of GES Series A Stock to Easterly, the Previously Funded Amounts will be deemed repaid in full, and the Sellers will have no further obligations with respect thereto. | |
| (vi) | $1,305,000 of the Total Subscription Consideration, in exchange for 1,392,000 shares of GES Series A Stock, will be paid via delivery by Easterly to GES Acquisition of a promissory note. |
| 29 |
Employment Agreements; GES Acquisition Officers and Directors. GES Acquisition agreed to enter into, at the closing, (i) an employment agreement with John S. Matthews pursuant to which Mr. Matthews will serve as Chief Executive Officer of GES Acquisition, and (ii) an employment agreement with Kathryn Weisbeck pursuant to which she will serve as an executive officer of GES Acquisition. Mr. Matthews is the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board, and is a significant stockholder of the Company. Ms. Weisbeck is an executive officer and significant stockholder of the Company. GES Acquisition also agreed to name Darrell Crate as a director of GES Acquisition at the closing, and agreed that, at the closing, GES Acquisition’s board of directors would be comprised of Mr. Matthews and no more than two other persons.
Redemption. Immediately following the closing, GES Acquisition will redeem the one share of GES Acquisition common stock held by Mr. Matthews at a redemption price of $1.00.
Closing Conditions. The transaction is subject to standard closing conditions, including but not limited to, receipt of approval by the Company’s stockholders; receipt of required governmental consents; no injunctions or governmental restriction on the transaction; and no third party actions to enjoin or otherwise restrict consummation of the closing. Closing is also conditioned upon the finalization and execution of all transaction documents.
Termination. The 2026 Easterly APA may be terminated, subject to the terms of the 2026 Easterly APA, by mutual written consent; if the transaction does not close by April 30, 2026; if there are injunctions or governmental restrictions on the transactions contemplated by the 2026 Easterly APA; upon material breach by any party that is not cured within the specified period; upon a material adverse effect, not cured within the specified period, on the condition (financial or otherwise), business, assets, properties or results of operations of one of the parties or the ability of one of the parties to consummate the transactions; or if required Company stockholder approval is not obtained by April 30, 2026.
Indemnification. The 2026 Easterly APA includes mutual indemnification obligations whereby the Sellers agreed to indemnify GES Acquisition, Easterly and their respective affiliates against liabilities arising from the Excluded Assets or excluded liabilities, the Sellers’ indebtedness as it relates to the Business, the Sellers’ transaction expenses, to the extent not paid on or prior to the closing date or comprising an assumed liability; and breaches of representations, warranties, or covenants. GES Acquisition and Easterly also agreed to indemnify the Sellers and their respective affiliates against liabilities arising from GES Acquisition’s ownership and operation of the Assets following the closing; GES Acquisition’s failure to perform, discharge or satisfy the assumed liabilities; and breaches of representations, warranties, or covenants. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.
Series A Preferred Stock A&R Certificate of Designations
On February 27, 2026, the Company filed an Amended and Restated Certificate of Designations of Preferences and Rights (the “A&R Certificate of Designations”) of the Series A convertible preferred stock (the “Series A Preferred Stock”) with the Secretary of State of the State of Delaware. The material terms of the Series A Preferred Stock are set forth below.
Number; Stated Value. The number of authorized shares of Series A Preferred Stock is 400,000 shares. Each share of Series A Preferred Stock has a stated value of $20.00, subject to adjustment as set forth in the A&R Certificate of Designations (such amount as applicable from time to time, the “Stated Value”). The Stated Value of each issued and outstanding share of Series A Preferred Stock will increase each year on the annual anniversary of the issuance date of the applicable share of Series A Preferred Stock by $1.60.
Conversion. The Series A Preferred Stock is convertible into restricted shares of common stock at the option of the holder at any time following the 12-month anniversary of the issuance of the applicable shares of Series A Preferred Stock, if such shares have been issued and outstanding for at least such 12-month period. Each share of Series A Preferred Stock is convertible into a number of shares of common stock equal to (i) the Stated Value as of the conversion date, divided by (ii) the greater of (A) 90% of the Market Price (as defined in the A&R Certificate of Designations); and (B) $0.01.
Voting Rights. Shares of Series A Preferred Stock have no voting rights except as required by law or as stated in the A&R Certificate of Designations.
| 30 |
Beneficial Ownership Limitation. No holder of Series A Preferred Stock may complete a conversion if such conversion would result in beneficial ownership of more than 4.99% of the Company’s outstanding common stock.
Amendment. The Company may not amend or repeal the A&R Certificate of Designations without the prior written consent or approval of holders of Series A Preferred Stock holding a majority of the Series A Preferred Stock then issued and outstanding, voting separately as a single class, and with each share of Series A Preferred Stock having one vote on any such matter.
No Optional Redemption. The Company may not redeem any of the outstanding shares of Series A Preferred Stock without the written agreement of the applicable Series A Holder holding such applicable shares of Series A Preferred Stock.
No Participation. The Series A Preferred Stock is not entitled to receive any dividends or distributions paid on the Company’s common stock or any other class of preferred stock, and the Series A Preferred Stock will not participate in any dividends, distributions or payments to the common stockholders or holders of any other class of preferred stock, whether in liquidation, by dividend or otherwise.
No Transfer. The Series A Preferred Stock may not be sold, gifted, assigned or otherwise transferred, and no right, title or interest in the Series A Preferred Stock may be created, sold, gifted, assigned or otherwise transferred, without the prior written approval of the Board in its sole discretion, and any such action without such prior written consent will be automatically null and void and of no force or effect.
March 2026 Loan Agreement
On March 3, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $70,000. Pursuant to the terms of the loan agreement, GES agreed to repay the loan in weekly payments of $2,500. As of March 30, 2026, the remaining balance under the loan agreement was $60,000.
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 condition, 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 our 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, the proceeds of which, if received, would be primarily used to execute the Company’s 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 our 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.
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.
| 31 |
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At March 31, 2025 and December 31, 2024, we had an accumulated deficit of $33,794,993 and $33,506,870, respectively, and a working capital deficit of $11,085,709 and $10,680,570, respectively. 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 three months ended March 31, 2025, we recorded a net loss of $288,123, an amortization of debt discount of $41,387, and a change in fair value of derivative liability of ($10,877). We issued a warrant with a fair value of $9,824, had a decrease in accounts payable of $25,000 and had an increase in accrued expenses of $211,949. As a result, we had net cash used in operating activities of $60,840 for the three months ended March 31, 2025.
The following table shows a summary of our cash flows for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Statement of Cash Flows | ||||||||
| Net cash (used in) provided by operating activities | $ | (60,840 | ) | $ | 7,067 | |||
| Net cash used in investing activities | $ | (126,840 | ) | $ | - | |||
| Net cash provided by (used in) financing activities | $ | 194,431 | $ | (5,082 | ) | |||
| Net increase in cash and cash equivalents | $ | 6,751 | $ | 1,985 | ||||
| Cash and cash equivalents – beginning balance | $ | 13,415 | $ | 21,592 | ||||
| Cash and cash equivalents – ending balance | $ | 20,166 | $ | 23,577 | ||||
During the three months ended March 31, 2025 and 2024, we had net cash (used in) provided by operating activities of $(60,840) and $7,067, respectively. For the three months ended March 31, 2025, cash used in operating activities consisted of amortization expense of $41,387, issuance of warrant of $9,824, change in derivative liability of ($10,877), and accounts payable and accrued expense of $186,949.
For the three months ended March 31, 2024, cash provided by operating activities consisted of amortization expense of $26,346, change in derivative liability of $19,945, and accounts payable and accrued expense of $91,794.
During the three months ended March 31, 2025, we invested $126,840 for the enhancement of our software As a result, we had net cash used in investing activities of $126,840 for the three months ended March 31, 2025, as opposed to $Nil for the three months ended March 31, 2024.
During the three months ended March 31, 2025, we received $355,000 in proceeds from the issuance of convertible promissory notes payable. We repaid $89,750 of convertible promissory notes and repaid $70,819 in notes payable, resulting in net cash provided by financing activities of $194,431, as compared to net cash used in financing activities of $5,082 for the three months ended March 31, 2024.
Management believes that the Company 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.
The accompanying unaudited consolidated 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.
| 32 |
Results of operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024
Revenues. Revenues for the three months ended March 31, 2025 were $399,263, compared to $232,123 for the three months ended March 31, 2024, representing an increase of $167,140, or 72.0%. The majority of our clients hold elections on a three-year cycle. This increase in revenues was due primarily to more elections held during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.
Total Operating Expenses. Total operating expenses for the three months ended March 31, 2025 were $476,752, compared to $179,245 for the three months ended March 31, 2024, representing an increase of $297,507, or 166.0%, principally due to reasons discussed below.
| ● | Salaries and Benefits. Salaries and benefits totaled $161,189 for the three months ended March 31, 2025, compared to $43,967 for the three months ended March 31, 2024, representing an increase of $117,222, or 266.6%. This increase was due to an increase in employment compensation during the three months ended March 31, 2025, compared to the three months ended March 31, 2024. |
| ● | Marketing and Advertising. For the three months ended March 31, 2025, we incurred marketing and advertising expenses of $31,800, compared to $38,606 for the three months ended March 31, 2024, representing a decrease of $6,806, or 17.6%. |
| ● | Software and Development. We incurred software development expenses of $1,763 in the three months ended March 31, 2025, compared to $678 in the three months ended March 31, 2024, representing an increase of $1,085, or 160.0%. |
| ● | Professional Fees. Professional fees for the three months ended March 31, 2025 totaled $129,597, compared to $34,870 for the three months ended March 31, 2024, representing an increase of $94,727, or 271.7%. This increase was primarily due to an increase in accounting and legal service fees during the three months ended March 31, 2025, compared to the three months ended March 31, 2024. |
| ● | General and Administrative. For the three months ended March 31, 2025, we incurred general and administrative expenses of $77,809, compared to $44,829 for the three months ended March 31, 2024, representing an increase of $32,980, or 73.6%. The increase relates to expenses incurred as a result of the hiring of additional staff to assist with the special elections held during the three months ended March 31, 2025. |
| ● | Printing. We incurred printing costs of $74,594 in the three months ended March 31, 2025, compared to $16,295 in the three months ended March 31, 2024, representing an increase of $58,299, or 357.8%. The increase relates to expenses incurred in connection with the special elections held during the three months ended March 31, 2025. |
(Loss) Income from Operations. (Loss) income from operations for the three months ended March 31, 2025 and 2024 were $(77,489) and $52,878, respectively. The decrease in income from operations of $130,367, or 246.5%, was due primarily to the reasons stated above.
Net Loss. Net loss for the three months ended March 31, 2025 and 2024 were $288,123 and $131,018, respectively. The increase in net loss of $157,105, or 120.0%, was due primarily to the reasons stated 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.
| 33 |
The accompanying unaudited 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. All significant intercompany accounts and transactions have been eliminated in consolidation.
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.
Recent Accounting Pronouncements
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.
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.
| 34 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of March 31, 2025. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures were not effective as of March 31, 2025 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 officer and chief financial officer, 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. As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in the course of making our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 35 |
PART II - OTHER INFORMATION
ITEM 1. 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 March 30, 2026, 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 requiring the Company to pay plaintiff $30,000. As of April 23, 2025, the settlement was paid in full.
On 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 breach of contract for failures to pay monies owed pursuant to promissory notes and for not providing plaintiffs an opportunity to convert their promissory notes to common stock. The plaintiffs sought damages in the aggregate amount of $1,565,610. The case was settled on 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 plaintiff in the sum of $234,000. In addition, each plaintiff 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 plaintiff. The GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. Plaintiffs 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. On November 14, 2025, plaintiffs filed a motion for summary judgment. The parties are in settlement negotiations.
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.
On October 14, 2025, Jason Old filed a complaint in the District Court of Tulsa County, Oklahoma (Civil Action No. CJ-2025-04721) against the Company and GES for breach of contract for failure to pay monies owned pursuant to a promissory note. On February 5, 2026, the Company and Mr. Old entered into a Release and Settlement Agreement, pursuant to which the parties agreed to settle the dispute and the Company agreed to pay Mr. Old $311,050.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to disclose material changes to the risk factors that were contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated from time to time.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
| 36 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in any material payments during the covered period.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) On December 18, 2018, the Company filed a Certificate of Amendment (the “2018 Amendment”) to the Company’s Certificate of Incorporation that purported to effectuate a 1-for-4 reverse split of the Company’s common stock. In order to be effective, the proposed reverse stock split required clearance from the Financial Industry Regulatory Authority (“FINRA”). Because FINRA had not cleared the proposed reverse stock split prior to the Company’s filing of the 2018 Amendment, the 2018 Amendment was inaccurate and the filing thereof was made in error. On September 25, 2025, the Company filed a Certificate of Correction to the 2018 Amendment that had the effect to nullifying the 2018 Amendment. Accordingly, the 2018 Amendment is of no force or effect.
(b) There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
(c)
During the registrant’s last fiscal quarter, no director or officer
ITEM 6. EXHIBITS
| Exhibit Number | Description of Document | |
| 3.1* | Certificate of Correction, filed with Delaware Secretary of State on September 25, 2025, to Certificate of Amendment dated December 19, 2018. | |
| 3.2 | Amended and Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock, as filed with Delaware Secretary of State on February 27, 2026 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 3, 2026). | |
| 10.1* | Amendment to Convertible Promissory Note, dated February 27, 2023, by and between Global Election Services, Inc. and TrueVote, Inc. | |
| 10.2* | Stockholders Agreement, dated as of February 27, 2023, by and between TrueVote, Inc. and Globa Election Services, Inc. | |
| 10.3* | Warrant to Purchase Common Stock issued on February 27, 2023 in favor of Pedram Hasid. | |
| 10.4* | Warrant to Purchase Common Stock issued on February 27, 2023 in favor of Brett Morrison. | |
| 10.5 | Asset Purchase Agreement, dated as of July 1, 2025, by and among GES Acquisition Corp., Global Arena Holding, Inc., Global Election Services, Inc., Global Election Services Holding LLC, and Easterly CV VI LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 8, 2025). | |
| 10.6 | Amendment No. 1 to Asset Purchase Agreement, dated as of August 29, 2025, by and among GES Acquisition Corp., Global Arena Holding, Inc., Global Election Services, Inc., Global Election Services Holding LLC, and Easterly CV VI LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 5, 2025). | |
| 10.7 | Asset Purchase Agreement, dated as of February 26, 2026, by and among the registrant, Global Election Services, Inc., GES Acquisition Corp., and Easterly CV VI LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 3, 2026). | |
| 10.8 | Termination of Asset Purchase Agreement, dated as of February 25, 2026, by and among the registrant, GES Acquisition Corp., Global Election Services, Inc., Global Election Services Holding LLC, and Easterly CV VI LLC. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on March 3, 2026). | |
| 31.1* | Rule 13a-14(a) Certification of Principal Executive Officer. | |
| 31.2* | Rule 13a-14(a) Certification of Principal Financial Officer. | |
| 32.1** | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 37 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| GLOBAL ARENA HOLDING, INC. | ||
| Dated: March 30, 2026 | By: | /s/ John S. Matthews |
| John S. Matthews | ||
| Chief Executive Officer and Chief Financial Officer (principal executive officer, principal financial officer and principal accounting officer) | ||
| 38 |
FAQ
How did Global Arena Holding (GAHC) perform in Q1 2025?
What is Global Arena Holding’s financial position as of March 31, 2025?
Does Global Arena Holding’s 10-Q raise a going concern risk?
How much revenue does Global Election Services generate for GAHC?
What major asset sale agreements did GAHC disclose with Easterly?
How is Global Arena Holding financing operations and settlements in 2025?
