Global Arena cites material internal control weaknesses

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Management reports material weaknesses in internal control over financial reporting, including limited segregation of duties and insufficient U.S. GAAP expertise.
• Disclosure controls and procedures and internal control over financial reporting were assessed as not effective as of December 31, 2025.

Key Figures

Public float market value: $169,535 Shares outstanding: 1,695,351,226 shares Fiscal year end: December 31, 2025

3 metrics

Public float market value $169,535 Aggregate market value of voting and non-voting stock held by non-affiliates as of June 30, 2025

Shares outstanding 1,695,351,226 shares Common stock outstanding as of August 11, 2026

Fiscal year end December 31, 2025 Assessment date for disclosure controls and internal control over financial reporting

Key Terms

material weakness, internal control over financial reporting, disclosure controls and procedures, Sarbanes-Oxley Act of 2002, +1 more

5 terms

material weakness financial

"A material weakness is a deficiency, or a combination of deficiencies, in internal control"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

internal control over financial reporting financial

"our internal control over financial reporting was not effective"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

disclosure controls and procedures financial

"we conducted an evaluation of our disclosure controls and procedures"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

Sarbanes-Oxley Act of 2002 regulatory

"certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

XBRL Instance Document technical

"101.INS* | XBRL Instance Document | Filed herewith"

FAQ

What is the purpose of Global Arena Holding, Inc. (GAHC)'s 2025 Form 10-K/A amendment?

The amendment revises the internal controls section and provides updated Section 302 certifications. It restates Item 9A in full, supplements exhibit certifications, and leaves all previously filed 2025 financial and other information unchanged.

Were Global Arena Holding, Inc. (GAHC)'s disclosure controls effective at December 31, 2025?

No. Management concluded that disclosure controls and procedures were not effective as of December 31, 2025. The evaluation found they did not adequately ensure timely recording, processing, and communication of required information for Exchange Act reports.

What material weaknesses in internal control does GAHC disclose in this 10-K/A?

GAHC identifies two material weaknesses: a small accounting staff preventing proper segregation of duties and an internal finance team that lacks expertise in complex U.S. GAAP accounting issues, increasing risk of misstatements.

How does Global Arena Holding, Inc. (GAHC) plan to address its internal control weaknesses?

The company states that, upon obtaining adequate financing, it plans to strengthen controls by hiring more financial reporting employees and establishing an audit committee to improve oversight and technical accounting capability.

Did the GAHC 10-K/A change any 2025 financial statements or other data?

No. The amendment explicitly states it does not modify, amend or update any financial or other information from the original 2025 Form 10-K. Only control-related disclosures and certifications were revised or supplemented.

How many GAHC common shares were outstanding as of August 11, 2026?

As of August 11, 2026, Global Arena Holding, Inc. had 1,695,351,226 shares of common stock outstanding. This figure reflects the company’s reported capital structure after the 2025 fiscal year-end.

What was the market value of GAHC stock held by non-affiliates on June 30, 2025?

The company reports that, as of June 30, 2025, the aggregate market value of its voting and non-voting stock held by non-affiliates was approximately $169,535. This reflects the public float valuation at that date.

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Available on EDGAR 08/19/2026 - 04:06 PM Accepted by SEC EDGAR 08/19/2026 - 04:05 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-49819

GLOBAL ARENA HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware		33-0931599
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1159 2^nd Avenue, Ste 454, New York, New York 10065

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 801-5524

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

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 (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 ☐
Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to section 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of the registrant’s voting and non voting stock held by non-affiliates of the registrant as of June 30, 2025, was approximately $169,535.

As of August 11, 2026, the number of shares of the registrant’s common stock, par value $0.001, outstanding was 1,695,351,226.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

On August 11, 2026, Global Arena Holding, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original 2025 10-K”), with the Securities and Exchange Commission (“SEC”). This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to:

	(i)	Revise Part II, Item 9A to (a) include certain disclosures required by Item 308(a) of Regulation S-K, and (b) make an immaterial change to one of the subheadings in Item 9A (revising from “Controls and Procedures” to “Changes in Internal Control over Financial Reporting”); and
	(ii)	Provide current dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”).

As such, this Amendment No. 1 hereby amends and restates Part II, Item 9A in its entirety, and, in accordance with applicable SEC rules, Part IV, Item 15 of the Original 2025 10-K has been supplemented to include current dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act.

Amendment No. 1 speaks as of the filing date of the Original 2025 10-K, and does not reflect events that may have occurred subsequent to the filing date of the Original 2025 10-K. Except as described above, no other changes have been made to the Original 2025 10-K, and Amendment No. 1 does not modify, amend or update in any of the financial or other information contained in the Original 2025 10-K. Amendment No. 1 should be read in conjunction with the Original 2025 10-K and the Company’s other filings with the SEC. The filing of this Amendment No. 1 is not an admission that the Original 2025 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

PART II

ITEM 9A. CONTROLS AND PROCEDURES

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of December 31, 2025. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures were not effective as of December 31, 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 and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness, as of December 31, 2025, of our internal control over financial reporting. Our management’s evaluation of our internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In the course of making our assessment of the effectiveness of internal control over financial reporting, we identified material weaknesses in our internal control over financial reporting as follows.

	●	The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.
	●	Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. GAAP.

Upon receiving adequate financing, we plan to increase our controls in these areas by hiring more employees in financial reporting and establishing an audit committee.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

EXHIBIT NO.		DESCRIPTION		FILED OR FURNISHED WITH		DATE FILED OR FURNISHED
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed herewith
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed herewith
101.INS*		XBRL Instance Document				Filed herewith
101.SCH*		XBRL Taxonomy Extension Schema Document				Filed herewith
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document				Filed herewith
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document				Filed herewith
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document				Filed herewith
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document				Filed herewith
104*		Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)				Filed herewith

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Global Arena Holding, Inc.
Date: August 19, 2026	By:	/s/ John S. Matthews
	Name:	John S. Matthews
	Title:	Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ John S. Matthews		Chief Executive Officer, Chief Financial Officer and Chairman of the Board		August 19, 2026
John S. Matthews		(principal executive officer, principal financial officer, and principal accounting officer)
/s/ Facundo Bacardi		Director		August 19, 2026
Facundo Bacardi
/s/ Martin Doane		Director		August 19, 2026
Martin Doane