Global Arena Holding, Inc. (GAHC) filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025, primarily to revise the section on internal controls and provide updated officer certifications under Section 302 of the Sarbanes-Oxley Act. The company reports that its disclosure controls and procedures were not effective as of that date.
Management concluded that internal control over financial reporting was also not effective, identifying material weaknesses due to a relatively small accounting staff that limits segregation of duties and an internal finance team lacking expertise in complex U.S. GAAP issues. The company indicates it plans, upon obtaining adequate financing, to hire additional financial reporting personnel and establish an audit committee. No financial statements or other disclosures from the original Form 10-K were modified.
Global Arena Holding, Inc. (GAHC) is a Delaware holding company whose principal business is Global Election Services (GES), providing paper absentee/mail and online election technology and services. The company is pursuing blockchain-based voting and interactive communication tools but currently relies heavily on GES.
At December 31, 2025, GAHC reported a net loss of $1,274,813, an accumulated deficit of $34,781,683, a working capital deficit of $12,216,224, cash of only $83,080, and debt of $6,310,551, most of which is in default. Auditors expressed substantial doubt about its ability to continue as a going concern.
The company is highly leveraged and thinly traded on the OTC Expert Market, with 1,695,351,226 common shares outstanding and a June 30, 2025 non‑affiliate float value of about $169,535. GAHC is depending on a pending asset sale of the GES business to GES Acquisition Corp. under a 2026 Easterly Asset Purchase Agreement, which, if closed, would provide $2.4 million in cash, forgiveness of $1.92 million previously funded by Easterly, and 2,571,428 GES Acquisition common shares. The transaction remains subject to stockholder approval and other conditions, and failure to complete it or raise additional capital could lead to liquidation or bankruptcy.
Global Arena Holding, Inc., which operates election-services subsidiary GES, reported higher revenue but continued losses and a weak balance sheet for the nine months ended September 30, 2025. Services revenue rose to $1,618,689 from $930,354 a year earlier, reflecting growth in its technology-enabled election business. However, operating expenses of $1,986,372 and interest and financing costs of $606,575 led to a net loss of $1,053,343, wider than the prior-year loss of $710,164.
Cash increased to $50,528 from $13,415, funded by heavy reliance on debt: net cash used in operations was $481,673 while financing activities provided $783,929, mainly from new promissory and convertible notes. Total assets were $1,072,265 against current liabilities of $12,038,856, resulting in a stockholders’ deficit of $10,966,591. Convertible promissory notes payable totaled $5,767,006, with $3,625,656 of principal in default, and accrued expenses reached $5,402,792, including $4,004,264 of accrued interest.
Management states there is substantial doubt about the company’s ability to continue as a going concern due to recurring losses, cash flow deficits, and debt defaults. The company is pursuing additional convertible note financings and has entered into, amended, and in some cases terminated or replaced, asset purchase and settlement agreements to restructure obligations and monetize its election-services assets.
Global Arena Holding, Inc., through its election-services subsidiary GES, reported higher Q2 2025 service revenue of $765,147, up from $348,190 a year earlier, and six‑month revenue of $1,164,410. Growth reflects continued use of its technology-enabled election services and new investment in election hardware and internal-use software.
The company remains deeply leveraged, with total assets of $1.40 million versus current liabilities of $11.90 million and a stockholders’ deficit of $10.50 million as of June 30, 2025. It recorded a Q2 net loss of $301,516 and a six‑month net loss of $589,639, driven largely by operating costs and $402,278 of interest and financing expenses.
Operations are being funded primarily through frequent issuances of convertible promissory notes and other short-term borrowings, many at interest rates of 10–15%. Management concluded that there is substantial doubt about the company’s ability to continue as a going concern, noting recurring losses, cash flow deficits, and dependence on new financing. As of June 30, 2025, convertible notes with $3,518,906 of principal were in default, though negotiations with lenders are ongoing. Significant potential dilution exists from 2.30 billion anti‑dilutive warrants and convertible securities versus 1.70 billion common shares outstanding.
Global Arena Holding, Inc. informed holders that the Board and Majority Stockholders approved the sale of substantially all assets of its operating subsidiary, Global Election Services, Inc. (“GES”), under an Asset Purchase Agreement dated February 26, 2026.
The transaction contemplates consideration including assumption of specified liabilities, $2,400,000 in cash at closing and issuance of 2,571,428 shares of GES Acquisition common stock to the Sellers, plus issuance of Series A convertible preferred stock to Easterly. The Company reported the Majority Stockholders (four persons) hold 10,933,952 common shares and 480,000 Series C preferred shares, representing 58.87% of voting power. The sale will not be submitted to a vote of other stockholders because approval was obtained by written consent; closing is not expected to occur before 20 days after mailing and is targeted on or about April 30, 2026.
The filing discloses potential conflicts: CEO John S. Matthews will receive $1.00 for redemption of one common share and has agreed to an employment arrangement with the purchaser; certain customary closing conditions, termination rights and indemnification caps (non-fraud cap $1,375,000) are included.
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.
Global Arena Holding, Inc. agreed to sell its U.S. election-services business and related assets to GES Acquisition Corp. under a new 2026 Easterly Asset Purchase Agreement. The Sellers will receive assumption of specified liabilities, $2,400,000 in cash payable to Global Election Services, Inc. at closing, and 2,571,428 shares of GES Acquisition common stock.
Separately, GES Acquisition will sell 6,000,000 shares of its Series A preferred stock to Easterly at $0.9375 per share for total consideration of $5,625,000, including $1,920,000 applied to forgive prior funding to the Sellers. The Company also terminated a 2025 asset purchase agreement and amended the terms of its own Series A preferred stock, authorizing 400,000 shares with a stated value of $20.00 each, increasing $1.60 annually, convertible into common stock after 12 months subject to a 4.99% beneficial ownership cap and tight limits on voting, dividends, and transferability.