Global Arena Holding (GAHC) leans on $2.4M GES sale amid heavy debt and going-concern risk
Rhea-AI Filing Summary
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.
Positive
- A signed 2026 Easterly Asset Purchase Agreement for the GES business would, if closed, provide $2.4 million in cash, forgive $1.92 million of Easterly funding, and grant 2,571,428 GES Acquisition common shares, materially improving liquidity.
- Subsequent to year end, the company obtained approximately $1,247,965 of additional financing and advances from investors and lenders, temporarily supporting working capital and settlement obligations.
Negative
- Auditors issued a going-concern explanatory paragraph; as of December 31, 2025, the company had an accumulated deficit of $34,781,683 and a working capital deficit of $12,216,224.
- Total debt was $6,310,551 at December 31, 2025, with most obligations in default and due within 12 months, creating severe refinancing and solvency risk.
- Even assuming planned debt settlements, preferred stock exchanges, new financing, and the $2.4 million GES sale, management estimates about $1.0 million of debt will still remain over the next 12 months.
- Common stock trades on the OTC Expert Market at extremely low prices (as low as $0.0001 in 2024–2025) and is subject to penny stock rules, limiting liquidity and increasing trading frictions.
- The company does not intend to pay cash dividends and may incur further indebtedness that restricts dividends, limiting direct cash returns to shareholders.
- Failure to close the GES sale on acceptable terms could leave GAHC without a viable operating business and force liquidation, dissolution, or bankruptcy, potentially resulting in total loss for shareholders.
Filing Explained
GAHC disclosed convertible preferred terms and 1,154,583,333 exercisable warrants, creating potential common-share dilution without reporting a 2025 common issuance.
On
Conversion is available at the holder’s option only after the applicable shares have been issued and outstanding for 12 months, using the stated value divided by the greater of 90% of market price or
At December 31, 2025, the filing reported 1,154,583,333 outstanding and exercisable warrants with a
The company also reported plans to use Series A Preferred Stock to settle specified debt and interest balances and forgive additional debt, but stated that these transactions were not assured. The material resolution points are whether the planned preferred-stock settlements occur and whether the disclosed conversion and warrant rights result in common-share issuance.
Key Figures
Key Terms
going concern financial
penny stock regulatory
Series A Preferred Stock financial
Voluntary Voting System Guidelines (VVSG) regulatory
Beneficial Ownership Limitation regulatory
Earnings Snapshot
FAQ
What is the core business of Global Arena Holding, Inc. (GAHC) as of the 2025 10-K?
What is GAHC’s financial condition and going-concern status in the 2025 Form 10-K?
What are the key terms of the 2026 Easterly Asset Purchase Agreement involving GES?
How much cash and debt did GAHC have at December 31, 2025?
What is GAHC’s plan to manage its high debt load and liquidity issues?
Does GAHC plan to pay dividends on its common stock?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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DOCUMENTS INCORPORATED BY REFERENCE
Global Arena Holding, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2025
Table of Contents
| Page | |
| Part I | |
| Item 1. Business | 4 |
| Item 1A. Risk Factors | 9 |
| Item 1B. Unresolved Staff Comments | 13 |
| Item 1C. Cybersecurity | 13 |
| Item 2. Properties | 13 |
| Item 3. Legal Proceedings | 13 |
| Item 4. Mine Safety Disclosures | 14 |
| Part II | |
| Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities | 15 |
| Item 6. [Reserved] | 16 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
| Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 27 |
| Item 8. Financial Statements and Supplementary Data | 28 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 57 |
| Item 9A. Controls and Procedures | 57 |
| Item 9B. Other Information | 57 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 57 |
| Part III | |
| Item 10. Directors, Executive Officers and Corporate Governance | 58 |
| Item 11. Executive Compensation | 62 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 63 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 64 |
| Item 14. Principal Accountant Fees and Services | 64 |
| Part IV | |
| Item 15. Exhibits and Financial Statement Schedules | 65 |
| Item 16. Form 10-K Summary | 68 |
| Signatures | 69 |
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K for the year ended December 31, 2025 may constitute “forward-looking” statements. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words “estimate,” “plan,” “anticipate,” “expect,” “intend,” “believe,” “target,” “budget,” “may,” “can,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Forward-looking statements address activities, events or developments that we expect or anticipates will or may occur in the future and are based on current expectations and assumptions.
These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. See our other reports filed with the Securities and Exchange Commission (the “SEC”) for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that we believe are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Annual Report, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this Annual Report speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Risk Factors and the Summary of Risk Factors in Item 1A. Risk Factors of this Annual Report.
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PART I
ITEM 1. BUSINESS
Global Arena Holding, Inc. (“GAHI”) was formed in February 2009, in the state of Delaware. GAHI and its subsidiaries (collectively, the “Company”) is organized as a holding company. We became public on 2011, when we completed a reverse merger with China Stationery and Office Supply, Inc., an OTC Bulletin Board company. We were previously a financial services firm and are currently focusing on the businesses detailed below.
Global Election Services
Global Election Services, Inc. (“GES”) is a wholly owned subsidiary of the Company, formed on February 25, 2015, that provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling, and image correction. The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking. This system provides three types of audit capabilities.
GES is also working with multiple vendors and has made investments in companies who are developing Blockchain Technology for a data storage and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and internet voting.
GES Acquisition of Election Services Solutions, LLC
On March 25, 2021, GES entered into a second amended purchase agreement (the “Second APA”) with Election Services Solutions, LLC (“ESS”). Under the Second APA, GES agreed to purchase 100% of the assets of Election Services Solutions for $650,000 (of which $511,150 was already paid) and the issuance of 40,000,000 shares of common stock. This APA replaces the first amended purchase agreement, dated May 10, 2019. GES derives over 80% of its current business from ESS. On August 2, 2024, GES entered into a convertible promissory note agreement with the former Managing Director of ESS to finalize the purchase of GES. The note has a principal amount of $138,850 due in October 15, 2025 with an annual interest rate of 12%.
True Vote, Inc.
On February 27, 2023, GES and True Vote, Inc. (“True Vote”) entered into Common Stock Purchase Agreement. Under the terms of the agreement, GES invested $50,000 into a 24 month debenture and issued a 3-year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company received 3 million shares of common stock of True Vote, representing 30% of True Vote. The transaction closed on February 27, 2023.
GAHI Acquisition Corp.
GAHI Acquisition Corp., a Delaware corporation (“GAHI Acquisition”), was formed on May 20, 2015, and is a wholly owned subsidiary. GAHI Acquisition was originally formed to merge with another business venture, the transaction of which was subsequently terminated. GAHI Acquisition discontinued all operations effective September 30, 2024.
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Fortis Industria, LLC
On January 26, 2023, we filed Articles of Organization with the State of Nevada to create a limited liability company called Fortis Industria, LLC (“Fortis”). We own 90% of the member interests. John S. Matthews, an officer and director of GAHI, owns 5% of the member interests. Fortis has been dormant since 2025.
Tidewater Energy Group Inc.
On November 19, 2019, we formed Tidewater Energy Group Inc., a 51% subsidiary, to explore opportunities in the oil, gas, mineral, and energy business. We closed Tidewater Energy Group Inc. on December 31, 2024.
Growth Strategy for the Company
Management believes there are four significant opportunities to increase market share;
| 1) | The growth and expansion of GES current business and the expansion into paper absentee/mail for US Government and Foreign elections. | |
| 2) | The additional development of interactive communication, between elected individuals and their constituents; | |
| 3) | The development of Blockchain voting applications. |
1) Management believes there is an opportunity in conducting U.S. and foreign government elections. GES’ senior management teams’ primary business for over 40 years has been mail/absentee ballot elections. The market for GES conducting paper/mail ballot elections have experienced significant growth starting in January of 2017, when President Barack Obama, and Donald Trump each designated U.S. Elections as “Critical Infrastructure”. The effect of these Executive Orders was to refocus the Department of Homeland Security, and the Elections Assistance Commission (EAC) to reenergize compliance on U.S. Government elections, and assist by making available resources such as intelligence, funding, training and best practices in election software and hardware, for all 50 states.
In the U.S. there are 3,007 counties, 64 parishes, 19 organized boroughs, 11 census areas, 41 independent cities, and the District of Columbia, all of whom are responsible for purchasing and updating election machines and software. Each municipal county individually purchases election voting machines under the guidance of their own State’s Secretary of State, recommendations from the National Association of Secretaries of State (NASS), and local election regulations.
The U.S. government, through the Elections Assistance Commission (EAC), certifies election software and hardware for use in U.S. government elections.
The size and scope of the opportunity in U.S. government elections is reflected in recent federal funding legislation for U.S. municipalities.
On March 27, 2020, President Donald J. Trump signed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) into law, which included $400 million in new Help America Vote Act (HAVA) emergency funds. These funds were made available to states to prevent, prepare for, and respond to the challenges of the COVID-19 pandemic during the 2020 federal election cycle. The U.S. Election Assistance Commission (EAC) distributed the supplemental funding to support election security and access in response to the pandemic.
On December 20, 2019, President Trump signed the Consolidated Appropriations Act of 2020 into law. The Act included $425 million in new HAVA funds made available. On March 23, 2018, President Trump signed the Consolidated Appropriations Act of 2018 into law, which included $380 million in Help America Vote Act (HAVA) grants for states to make election security improvements.
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Among the authorized uses of the grant funds is the replacement of voting equipment, specifically equipment that does not produce a paper record or that is determined to be at the end of its useful life. Recent published examples are:
| ● | In 2019, Hawaii (SB 166) allocated $789,598 for the purpose of a vote counting system contract. | |
| ● | In 2019, Georgia issued a $150 million bond package for the replacement of voting equipment statewide. The state also appropriated $12,840,000 from the General Fund for the purpose of financing projects and facilities for the Office of Secretary of State. | |
| ● | In 2019, Wyoming appropriated $7.5 million into an election readiness account (HB 21). The state’s $3 million HAVA allocation will also be placed in this account, the majority of which will go toward replacing outdated voting equipment statewide. | |
| ● | In 2019, North Dakota enacted SB 2002, which included a one-time appropriation for voting equipment and electronic poll books statewide. The total amount of $11.2 million included $8.2 million in state funds and $3 million in HAVA funds. |
The opportunity for mail/absentee ballots surged in prominence during the 2020 election due to the COVID-19 pandemic. The controversy surrounding voter fraud claims, particularly following President Trump’s assertions that the 2020 U.S. election was “rigged” and “fraudulent,” has led to almost 40% of the U.S. electorate to believe the 2020 election was compromised.
Verified Market Reports estimated that the global election management software market was valued at approximately $293.5 million in 2023, with projections to reach $737.2 million by 2030, reflecting a compound annual growth rate (CAGR) of 9.9% during the forecast period.
The EAC updated their Voluntary Voting System Guidelines (VVSG) to Version 2.0 in February 2021. This certification process can take approximately six to nine months, with costs for companies applying for certification potentially exceeding $2,000,000. With the ongoing compliance requirements across many states, we anticipate an annual software maintenance cost of approximately $250,000.
We have previously engaged software and hardware developers and GES is currently preparing request for proposals to assist in the development of additional and hardware development to comply with the EAC 2.0 VVSG. This will require the hiring of additional technical software employees, and additional outside vendors who in initial discussions will require fees of approximately 2 million dollars and stock-based compensation.
As a testament to our ability to administer municipal and government elections, during the first quarter of 2020, we successfully facilitated the statewide Presidential Primary for North Dakota Democratic-NPL. We administered the statewide polling for all North Dakota residents who wished to vote in the Democratic Presidential Primary by managing a call center, processed over 3,000 mail ballot requests, set up equipment, and trained staff on our proprietary registration software for in-person voting at 14 locations across the state, and processed over 14,000 ballots with our proprietary scanning and tabulation software system.
Our IT staff customized our proprietary voter registration software to ensure voters cast only one ballot, whether by mail or in person and set up secure servers that processed voter sign-in and digital signature capture in real time from a database of over 600,000 potential voters. We trained over 100 volunteers, many with limited or no technology experience on how to use the system. After a short tutorial, those volunteers handled the increased registration volume with ease. After the polls closed and all the votes were cast, our tabulation systems processed the ballots using our proprietary scanning and tabulation software system. The 2020 North Dakota Democratic-NPL Presidential Primary caucus had the largest voter turnout in over a decade.
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We have begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual state certifications.
| Step 1 - | Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards | |
| Step 2 - | Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications | |
| Step 3 - | Physical Configuration Audit; Examines the documentation of the system against the actual submitted system | |
| Step 4 - | System Integration Testing; Executes tests on all components of a system configured as if the system was deployed | |
| Step 5 - | Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security | |
| Step 6 - | Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities |
Most states have a vote by mail process. Voters may request an absentee mail ballot from their County Board of Elections, or a Vote by Mail ballot is sent. In either case, we believe our proprietary registration and tabulation software has an immediate need. According to Pew Research Center, in the 2024 U.S. presidential election, nearly 70% of voters opted for nontraditional voting methods—either early in-person or mail-in ballots. By comparison, about 40% of voters cast their ballots by mail and/or prior to Election Day in 2016. Much of the surge in nontraditional voting was due to an increase in mail-in voting.
In 2024, 30% of voters cast ballots by mail and another 35% voted in person prior to Election Day. In 2020, 43% of voters cast ballots by mail and another 26% voted in person before Election Day. In 2016, 21% mailed in their ballots and 19% voted in person prior to Election Day. (US Census Bureau)
Most individuals think only of the Presidential election every four years as relating to elections. In reality, municipal Board of Elections throughout the U.S. are conducting elections annually for such elected positions, such as: Governor, Mayor, City Council, State Assembly, State Senate, Members of U.S. Congress (House every two years, Senate every six) Civil and Criminal Justices, Sheriffs, School Boards, Village Trustees, etc. In short, most State and local municipal Board of Elections are in the market purchasing software and hardware every year.
2) Management also sees an opportunity in developing and creating Blockchain Voting Technology, and formerly worked with Blockchain Valley Ventures and TrueVote Inc., which management believes could positively impact Global in many aspects of its business, including;
| ● | Securely storing and creating accurate voter registration information on the blockchain. | |
| ● | Creating an international capability to administer or joint venture in conducting foreign government elections. | |
| ● | Creating a secure Internet voting record on the blockchain for online elections. | |
| ● | Administer financial services elections, such as Proxy’s and shareholder votes. | |
| ● | Documenting current voting applications. | |
| ● | Reducing cost and time of delivery, enabling scalability. |
Blockchain Valley Ventures
On June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $25,000 CHF payment for the development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, wherein BVV was to serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform and GES would pay BVV $25,000 CHF payment upon completion of the engagement. This agreement replaced a June 19, 2019, engagement letter with Blockchain Valley Ventures (“BVV”) of Zug Switzerland. Under the terms of the original agreement, GES was to pay BVV 50,000 Swiss Francs (CHF).
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GES made payments of $25,000 CHF and received the working paper primarily covering the following matters:
| ● | Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by GES. | |
| ● | Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology. | |
| ● | Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform. | |
| ● | Development of an implementation recommendation with respect to Voting on the Blockchain Platform. | |
| ● | Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation. | |
| ● | Project Management during the engagement. |
The Working Paper discusses a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation; BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain technology experts and ICO experienced analysts and consultants. The documents created will be used by GES, to begin to create a Minimal Viable Product. This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES. The Working Paper was completed in 2022.
GES is developing with TrueVote, Inc. a comprehensive end-to-end, decentralized, completely digital voting system. GAHC, GES parent owns 30% of True Vote. The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data is immutable and unalterable.
On June 1, 2021, TrueVote issued its White Paper “A transparent Electronic Voting System validated by the Bitcoin Blockchain” TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database methodologies, and layered with a “checksum” that’s posted on the Blockchain, proving all data is immutable and unalterable. This design will ensure that every vote is transparently counted and verifiable.
True Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer, getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com, which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014, leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim to enhance consumer adoption of DLT technology.
3) Interactive Communication Software
GES is working to provide our current and future clients with the ability to understand in real time instant communication and feedback with their members, using many social media platforms available today.
GES is working with third party vendors to:
| ● | Communicate a Message – An organization can get their message out clearly in the form required, without any unwanted media spin, bias, filtering, or comment. | |
| ● | Fine Tune Policies – Test-drive policies and projects with immediate response, allowing for responsive adjustments to be made to make a message more acceptable to the community. | |
| ● | Build a Positive Image – Enhancing the concept of ‘open communication’ and ‘democratic politics’, which leads to an increasingly positive perception of leaders by their constituents. | |
| ● | Learn More About a Group – Learning more about a group’s preferences and opinions on an infinite number of topics can help the Organization, Institution or League and leaders can better serve its community and meet their needs in a variety of ways. |
Management believes this type of interactive software capabilities will give GES an opportunity to offer clients the ability to communicate in real time with their members; raising issues of concern, polling the attitude of their constituencies, interacting in question-and-answer seminars in addition to conducting elections that GES certifies. In short, this software can be used in multiple formats for people to communicate instantly on issues of importance.
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ITEM 1A. RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this Annual Report on Form 10-K for the year ended December 31, 2025. Investing in our common shares is speculative and involves a high degree of risk. We may face additional risks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business or financial condition. If any of those risks actually occur, the business, financial condition, and results of operations would suffer. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See also “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report. The following discussion should be read in conjunction with the Financial Statements and Notes.
The pending sale of substantially all of the operating assets of our subsidiary has certain risks.
On February 26, 2026, we entered into an Asset Purchase Agreement (the “2026 Easterly APA”) with GES, GES Acquisition Corp. and Easterly, pursuant to which GES Acquisition Corp. agreed to acquire substantially all of the operating assets of our wholly owned subsidiary, GES, relating to its U.S. technology-enabled absentee paper ballot, mail ballot, and online election services business (the “GES Business”). We do not intend to continue operating the GES Business following the closing of the transaction. As a result, upon completion of the transaction, our future operations and financial condition will be entirely dependent on the net proceeds from the sale, our ability to manage retained assets and liabilities, and our success in identifying and pursuing new business opportunities, if any.
The transaction is subject to numerous conditions, including receipt of required stockholder approvals, repayment or settlement of all GES debt, absence of any injunctions or governmental restrictions, and no material adverse change to either party prior to closing. There can be no assurance that these conditions will be satisfied in the anticipated timeframe, or at all, or that the transaction will be completed on the terms currently contemplated. If the transaction is not completed, we may incur significant costs without realizing the anticipated benefits of the sale, and we may not have a viable ongoing business. In such event, we could be forced to consider liquidation, dissolution, or other strategic alternatives under unfavorable conditions.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”
There are risks related to indemnification and post-closing obligations following the sale of the GES Business.
Under the 2026 Easterly APA, we and GES have agreed to indemnify GES Acquisition Corp. and Easterly for certain liabilities, including those related to excluded assets and liabilities and breaches of our representations, warranties, or covenants. These indemnification obligations are subject to specified thresholds and caps, including a $100,000 minimum claims threshold and an aggregate cap of $1.375 million for non-fraud claims, but could nevertheless result in material payments by us.
Because we will not be operating the GES Business after the closing, we will not have ongoing business revenues from the GES Business to fund these potential obligations. If we are required to satisfy indemnification claims, we may have to use a portion of the transaction proceeds or other limited resources, which could impair our ability to pursue any new business opportunities or return capital to stockholders. In addition, disputes over indemnification claims could lead to significant legal expenses and management distraction, even if such claims are ultimately resolved in our favor.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”
If or when the 2026 Easterly APA closes, we will not continue operations of the GES business.
Following the completion of the sale, we will retain certain excluded assets and liabilities, including pre-closing tax obligations, retained benefit plans and employment agreements, contracts not assigned to the buyer, and any liabilities arising prior to the effective time of the 2026 Easterly APA. These retained liabilities may require us to expend a portion of the sale proceeds or other resources, reducing the funds available for other uses.
The value of the consideration we expect to receive—comprising $2.4 million in cash at closing (a portion of which will be used to satisfy transaction expenses and repay debt), 2,571,428 shares of GES Acquisition Corp. common stock, and the forgiveness of $1.92 million of debt owed to Easterly in connection with Easterly’s purchase of shares of GES Acquisition Corp. Series A preferred stock—may be less than anticipated or may not be readily convertible into cash. The value of any equity consideration will depend on the future performance of GES Acquisition Corp., which is uncertain and outside our control.
Given that we do not plan to continue operations of the GES Business after closing, our ability to generate future revenue will be limited, and our financial health will depend largely on how we manage the proceeds from the sale and address retained liabilities. If we are unable to deploy the sale proceeds effectively, identify and execute a new business strategy, or return value to our stockholders, our stock price and overall value could be materially and adversely affected.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”
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You could lose your entire investment.
Our securities are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss of the entire investment.
Our auditors have raised substantial doubt about our ability to continue as a going concern, which doubt has not been alleviated, and we may be forced to curtail, liquidate, or dissolve our operations if we fail to obtain additional financing or consummate pending transactions.
Our independent registered public accounting firm has issued an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern, and management’s plans have not alleviated this substantial doubt.
As disclosed in Note 1 to our consolidated financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, we have incurred recurring net losses and negative cash flows from operations since inception. As of December 31, 2025, we had an accumulated deficit of $34,781,683, a working capital deficit of $12,216,224, limited liquidity, and were in default on certain of our debt obligations totaling $6,038,806.
Our continued operations are entirely dependent upon our ability to secure additional debt or equity financing, obtain alternative capital, or acquire/develop a business that generates positive operational cash flow. Management is actively seeking additional capital resources and exploring strategic alternatives. However, we cannot assure you that we will be successful in obtaining adequate financing on acceptable terms, or at all.
In addition, we are currently pursuing the sale of GES. There can be no assurance that the GES sale will close in a timely manner, on favorable terms, or at all. Even if the GES sale is completed, the proceeds generated may be insufficient to fund our ongoing working capital requirements or satisfy our outstanding obligations (including defaulted debt). If we are unable to obtain sufficient additional financing, complete the GES sale on acceptable terms, or achieve positive operating cash flows, we will be unable to fund our operations or meet our debt service requirements. In such an event, we will be forced to significantly curtail or cease our operations, restructure or default on our obligations, file for bankruptcy protection, or undergo liquidation or dissolution, which could result in a complete loss of investment for our stockholders.
The sale or issuance of a substantial number of our common shares will likely negatively affect the market price of our common shares.
The future sale of a substantial number of common shares in the public market, or the perception that such sales could occur, could significantly and negatively affect the market price for our common shares. We may also issue common shares as part of any strategic acquisitions we may engage in or for other business purposes, which would dilute your interest in our business. Also, common shares issued in this manner could negatively affect the market price of our common shares.
We do not intend to pay cash dividends on our common shares in the foreseeable future.
Any payment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors. We do not anticipate paying cash dividends on our common shares in the foreseeable future. Furthermore, we may incur indebtedness that may restrict or prohibit the payment of dividends.
Developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability.
Performance in the elections industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. It is difficult to predict if uncertain and unfavorable market and economic conditions will arise in 2025, which will cause market and economic conditions to deteriorate.
Our subsidiary faces intense competition in these uncertain financial times and their financial results can be negatively affected.
All aspects of elections technology are highly competitive. The firms that our subsidiary compete with include large well-known firms who have substantially greater financial and personnel resources. Our subsidiary competes for business based on our experience in the industry, its ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively affect their operations.
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We depend on computer and telecommunications systems, and failures in our systems or cyber security attacks could significantly disrupt our business operations.
We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with our business. In addition, we have developed or may develop proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could incur interruptions from cyber security attacks, computer viruses or malware, or that third party service providers could cause a breach of our data. We believe that we have positive relations with our related vendors and maintain adequate anti-virus and malware software and controls; however, any interruptions to our arrangements with third parties for our computing and communications infrastructure or any other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of sensitive or confidential information or otherwise significantly disrupt our business operations. Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.
Risk management processes may not fully mitigate exposure to the various risks that we face, including individual market risk, for our subsidiaries.
Our subsidiary continues to refine its risk management techniques, strategies and assessment methods on an ongoing basis. However, risk management techniques and strategies, may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk. Our subsidiary might fail to identify or anticipate particular risks that our systems are capable of identifying, or the systems that they use, and that are used within the industry generally, may fail to anticipate certain risks. Any failures in their risk management techniques and strategies to accurately quantify their risk exposure could limit our ability to manage risks. In addition, any risk management failures could cause our losses to be significantly greater than the historical measures indicate. Further, our risk modeling cannot take all risks into account.
We rely on our officers and the officers of our subsidiary companies in the execution of our business plan, and we would be adversely impacted if they were to become unavailable to us.
We believe that our ability to execute our business strategy will depend to a significant extent upon the efforts and abilities of John S. Matthews (our CEO, CFO, and Chairman), and the officers of our subsidiary company Maralin Falik, and Kathryn Weisbeck. If any of our officers were to become unavailable to us, our operations would be adversely affected.
Our ability to attract, develop and retain highly skilled and productive employees is critical to the success of our business.
Our subsidiary faces intense competition for qualified employees from other businesses in the elections industry, and the performance of our subsidiary may suffer to the extent we are unable to attract and retain employees effectively, particularly given the relatively small size of our company and our employee base compared to some of our competitors.
We may suffer losses if our reputation is harmed.
Our subsidiary’s ability to attract and retain clients and employees may be diminished to the extent our reputation is damaged. If we fail, or are perceived to fail, to address various issues that may give rise to reputational risk, we could harm our business prospects. These issues include, but are not limited to, appropriately dealing with market dynamics potential conflicts of interest, legal and regulatory requirements, ethical issues, customer privacy, record-keeping, sales practices, and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products and services. Failure to appropriately address these issues could give rise to loss of existing or future business, financial loss, and legal or regulatory liability, including complaints, claims and enforcement proceedings against us, which could, in turn, subject us to fines, judgments and other penalties.
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The application of the “penny stock” rules to our common shares could limit the trading and liquidity of the common shares, adversely affect the market price of our common shares and increase your transaction costs to sell those common shares (upon conversion, if any, of the Series A Preferred Shares.
As long as the trading price of our common shares is below $5.00 per common share, the open-market trading of our common shares will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and “accredited investors” as defined in SEC Rule 501(a). These regulations, if they apply, require the delivery, prior to any transaction involving a “penny stock,” of a disclosure schedule explaining the “penny stock” market and associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive the purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common shares, reducing the liquidity of an investment in our common shares and increasing the transaction costs for sales and purchases of our common shares as compared to other securities.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, stockholders could lose confidence in our financial reporting which would have an adverse effect on our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accompanying these critical functions. We are required to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our company’s internal controls over financial reporting. Because we are neither a “large accelerated filer” nor an “accelerated filer” as defined under SEC Rule 12b-2, we are not required to have the registered public accounting firm that prepares or issues our audit report to attest to or report on such management assessment. Although we intend to augment our internal controls procedures and expand our accounting staff, we cannot guarantee that this will occur or that such augmentation and expansion will be sufficient.
During the course of our testing, we may identify deficiencies, which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time; we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.
Our subsidiary election business is subject to complex and evolving U.S. and foreign election laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
Our election subsidiary is subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including requirements and certification for hardware and software, user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online payment services. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Several proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. Similarly, there have been several recent legislative, and certification guidelines in the United States, at both the federal and state level, that would impose new obligations in. the administration of elections. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
GES relies heavily on information technology systems to operate our election registration, tabulation and online voting business. GES in administering elections manages proprietary and personal data list from its clients. Despite our ongoing investments in cybersecurity measures, we are subject to increasing risks associated with cyberattacks, ransomware, phishing, and other malicious activities.
Inadequate
account security or organizational security practices, including those of companies of
Cyberthreats in the election industry are constantly evolving and becoming increasingly difficult in detecting and successfully defending against them. Threat actors, including individual and groups of hackers and sophisticated organizations, including nation-states, state-sponsored organizations, or cybercriminal groups, can pose a threat to GES customers and GES election software infrastructure. Threat actors may also utilize emerging technologies, such as AI and machine learning. Our current capabilities may not detect certain vulnerabilities or new attack methods.
A
successful cyber intrusion could result in significant business disruption, reputational damage, regulatory penalties, and financial
loss. GES maintains cybersecurity insurance, employs robust monitoring tools, and conducts employee training, but these safeguards may
not prevent all incidents.
Our
Board of Directors considers cybersecurity risk as part of its oversight function.
ITEM 2. PROPERTIES
Our corporate address is 1159 2nd Avenue, Ste. 454, New York, New York 10065. During the years ended December 31, 2025 and 2024, the Company paid $20,442 and $13,434 for all office, storage, and other expenses, respectively.
ITEM 3. LEGAL PROCEEDINGS.
We may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.
On December 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, we paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional $200,000 during 2018. On December 14, 2020, the parties amended the settlement agreement to state that we were to pay the prior attorney $219,576. As of August 11, 2026, we have made total payments of $75,000 toward the remaining balance.
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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. The Company subsequently determined not to proceed with 1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to enforce the confession of judgment plus alleged legal fees of $85,210.80 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $234,000 toward the settlement agreement. On July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the settlement agreement. On November 14, 2025, plaintiffs filed a motion for summary judgment. The parties are in settlement negotiations.
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 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information. GAHI’s common stock trades on OTC Markets’ Expert Market under the symbol “GAHC”. Trading in OTC Markets securities can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.
The following table sets forth the high and low sales prices for our common stock on OTC Markets. The bid information was obtained from the OTC Markets Group, Inc. and represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.
| Year Ended December 31, 2025 | High | Low | ||||||
| Quarter ended 3/31/25 | $ | 0.0002 | $ | 0.0002 | ||||
| Quarter ended 6/30/25 | $ | 0.0001 | $ | 0.0001 | ||||
| Quarter ended 9/30/25 | $ | 0.0001 | $ | 0.0001 | ||||
| Quarter ended 12/31/25 | $ | 0.0001 | $ | 0.0001 | ||||
| Year Ended December 31, 2024 | High | Low | ||||||
| Quarter ended 3/31/24 | $ | 0.0006 | $ | 0.0002 | ||||
| Quarter ended 6/30/24 | $ | 0.0004 | $ | 0.0002 | ||||
| Quarter ended 9/30/24 | $ | 0.0004 | $ | 0.0001 | ||||
| Quarter ended 12/31/24 | $ | 0.0003 | $ | 0.0001 | ||||
Holders. As of August 11, 2026, there were approximately 174 shareholders of record of our common stock.
Dividends. Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.
Sale of unregistered securities. These shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
During the year ended December 31, 2025, the Company did not issue any shares. During the year ended December 31, 2024, we issued:
| ● | 446,986,419 shares of common stock for conversion of $125,805 of convertible notes and $7,968 of accrued interest. |
A summary of warrant activity is presented below:
| Number
of Warrants | Exercise
Price ($) | Contractual
Life (in years) | Intrinsic
Value ($) | |||||||||||||
| Outstanding, December 31, 2023 | 1,045,226,190 | 0.003 | 1.40 | - | ||||||||||||
| Granted | 150,000,000 | 0.001 | ||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | (51,142,857 | ) | 0.001 | |||||||||||||
| Outstanding, December 31, 2024 | 1,144,083,333 | 0.001 | 1.95 | - | ||||||||||||
| Granted | 50,000,000 | 0.001 | ||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/Canceled | (39,500,000 | ) | 0.001 | |||||||||||||
| Outstanding, December 31, 2025 | 1,154,583,333 | 0.001 | 1.79 | - | ||||||||||||
| Exercisable, December 31, 2025 | 1,154,583,333 | 0.001 | 1.79 | - | ||||||||||||
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During the year ended December 31, 2025, we issued a total of 50,000,000 warrants in connection with the legal settlement relating to Civil Action No. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:
| ● | Expected life of 2 years | |
| ● | Volatility of 372%; | |
| ● | Dividend yield of 0%; | |
| ● | Risk free interest rate of 4.28% |
During the year ended December 31, 2024, we issued a total of 150,000,000 warrants in connection with the legal settlement relating to Civil Action No. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:
| ● | Expected life of 5 years | |
| ● | Volatility of 287%; | |
| ● | Dividend yield of 0%; | |
| ● | Risk free interest rate of 4.66% |
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this Annual Report on Form 10-K (as well as information included in oral statements or other written statements made or to be made by the Company) that look forward in time, are forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements that are other than statements of historical facts. Although the Company believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance, or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to our ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in our filings with the Securities and Exchange Commission, including without limitation, this Annual Report on Form 10-K, as the same may be updated or amended from time to time.
We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.
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Current GES Corporate Operations
GES has developed and deployed proprietary registration software, which was designed specifically to authenticate and register voters. This proprietary software functions as a data storage and retrieval registration system by cross-referencing eligibility status within a control voter database. In a mail ballot election, the voter’s ID barcode, QR code, or signature on the business reply envelope, can be scanned and the status of that voter is identified. If the voter is not eligible to vote or another ballot for that individual has already been registered in the system, that ballot is marked VOID and removed from the count. In an in-person election, the voter provides their name for look-up in the system. If they have not voted, a signature box pops up on the screen, the voter signs an electronic signature-pad and the digital signature is captured next to their name. If a voter tries to vote more than once, an alert will pop up indicating that the voter has already registered, and the voter will not receive an additional ballot. Because we account for every single ballot, the system has multiple reporting options, which include the list of valid envelopes and list of voters whose ballot was void, detailing the reason. Once the voter is authenticated, the identifiers are removed to ensure a secret vote, and the ballot is scanned for tabulation.
GES developed proprietary scanning and tabulation election software. This software features advanced OMR/OCR/barcode scanning and tabulation system featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet or Wi-Fi access, ensuring complete security. The system allows for triple-auditing capabilities, which are electronically generated tabulation results, .jpeg imaging and storage, and the original physical ballot. This advancement gives GES the ability to tabulate elections faster and more efficiently. As experts in paper/mail ballot elections, GES began deploying this system in our elections in the third quarter of 2017.
In 2020 GES developed, built and implemented a propriety online election voting solution that is compliant with Title IV of the United States Department of Labor Office of Labor-Management Standards.
GES built the platform on Amazon Web Services (AWS), which we believe is one of the most secure global infrastructures, and is a comprehensive, evolving platform provided by Amazon that includes a mixture of infrastructure as a service (IaaS) platform as a service and packaged software (PaaS), and software as a service offerings (SaaS).
The platform enables GES to protect individual client data, including the ability to encrypt it, move it, and manage retention (if required). All data flowing across the global network interconnects with the GES secured data center and is automatically encrypted at the physical layer before it leaves our secured facilities. Additional encryption layers exist as well.
GES controls where our client data is stored, who can access it, and what resources your organization is utilizing at any given moment. Fine-grain identity and access controls combined with continuous monitoring for near real-time security information ensures that the right resources have the right access at all times, wherever your information is stored.
GES encryption software uses AES 256 with a cryptographic key using an RSA elliptic curve of 4096, which is used to encrypt the communication of the client and the GES server, as well as all client data hosted in the server. A six-digit security code, delivered to the voter’s email address provided by the client, must be validated by the prospective voter in order to authenticate the identity of the voter before the voter may access the ballot. After validating the voter, the voter then votes anonymously, so that the identity of the voter and the ballot cast can never be matched.
The GES voting platform verifies that the users do not use the back and forward browser button, a safe mechanism against tampering. Distributed denial of service DDoS protection tools help secure websites and applications and prevent DDoS attacks, which bombard websites with traffic traditionally delivered via “botnets” that are created by networked endpoints connected via malware. The DDoS software protection provides always-on detection and automatic inline mitigations that minimize application downtime and latency.
Every state has election software developers and manufacturers who may also qualify by meeting individual requirements for individual states in the United States.
GES has begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual State certifications:
| Step 1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards | |
| Step 2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications |
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| Step 3 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system | |
| Step 4 - System Integration Testing; Executes tests on all components of a system configured as if the system was deployed | |
| Step 5 - Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security | |
| Step 6 - Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities |
Recent Developments
In an attempt to retain and grow stockholder value, we have continually attempted to raise capital through equity and debt offerings and have explored a sale of GES. For additional information, see Note 12 to the Company’s consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.
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:
| - | $2.3 million in cash, a portion of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the transaction (“Closing”), in exchange for 2,453,333 shares of Series A Convertible Preferred Stock of GES Acquisition (“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 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.
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. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.
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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 $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:
| (i) | $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. | |
| (ii) | $1,920,000 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. | |
| (iii) | $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. |
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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.
September 2025 Promissory Note
On September 5, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount of $50,750. Pursuant to the terms of the promissory note, the Company agreed to make 28 weekly payments in the amount of $1,813 to the investor. There is no pre-payment penalty. As of August 11, 2026, the outstanding principal balance of the promissory note was $45,313.
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.
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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 $70,000. Pursuant to the terms of the loan agreement, GES agreed to repay the loan in weekly payments of $2,500. As of August 11, 2026, the remaining balance under the loan agreement was $17,500.
Promissory Notes
The Company has received the following advances to fund working capital and transaction expenses in the form of notes.
| ● | On March 25, 2026, GES received $22,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 10% interest and matures on October 15, 2026. | |
| ● | On March 31, 2026, GES received $16,800 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 10% interest and matures on October 15, 2026. | |
| ● | On June 16, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $28,000. Pursuant to the terms of the loan agreement, GES agreed to repay the loan in weekly payments of $1,000. As of June 30, 2026, the remaining balance under the loan agreement was $25,000. |
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The Company used (i) $270,000 of the proceeds from the above notes to pay the Lim settlement; (ii) $234,000 of the proceeds to pay the Brett Pezzuto settlement, and (iii) $234,000 of the proceeds to pay the Christian Pezzuto settlement.
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 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.
Easterly Advances
On March 19, 2026, GES received a cash advance from Easterly in the amount of $25,000.
On March 26, 2026, GES received a cash advance from Easterly in the amount of $111,000.
On March 27, 2026, GES received a cash advance from Easterly in the amount of $50,000.
On April 8, 2026, GES received a cash advance from Easterly in the amount of $60,000.
On April 14, 2026, GES received a cash advance from Easterly in the amount of $50,000.
On April 29, 2026, GES received a cash advance from Easterly in the amount of $50,000.
On May 15, 2026, GES received a cash advance from Easterly in the amount of $100,000.
On June 17, 2026, GES received a cash advance from Easterly in the amount of $350,000.
On June 29, 2026, GES received a cash advance from Easterly in the amount of $350,000.
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Trends and Uncertainties
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt was in default as of December 31, 2025. Management has concluded that substantial doubt about the Company’s ability to continue as a going concern exists and has not been alleviated.
The Company’s continued operations 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 seek funding through the issuance of additional convertible promissory notes and other financing arrangements. Management’s plans are intended to improve liquidity and financial flexibility; however, there can be no assurance that the Company will be successful in executing these plans and successful execution depends on future events that are not entirely within management’s control.
Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of $83,080, compared to $13,415 as of December 31, 2024. We have an accumulated deficit of $34,781,683 and a working capital deficit of $12,216,224. 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.
We expect our primary cash requirements during the twelve months following the issuance date of these financial statements to consist primarily of professional service fees, including legal, accounting, and audit costs. Based on our current operating plan, we estimate that approximately $285,000 of cash will be required to fund these operating expenses and support our ongoing operations during the next twelve months.
Debt Obligations and Settlement Liabilities
As of December 31, 2025, the Company had outstanding indebtedness of $6,310,551, of which $6,310,551 is due within the next twelve months. The principal debt obligations consist of:
Convertible promissory notes issued to a third-party investor: Outstanding balances totaled $5,909,506, of which $5,659,506 was in default as of December 31, 2025. The remaining $250,000 is scheduled to mature during the second quarter of 2026.
Promissory notes issued to a third-party investor: Outstanding balances totaled $401,050, of which $379,300 was in default as of December 31, 2025. The remaining $21,750 is scheduled to mature during the first quarter of 2026 and is expected to be repaid upon maturity.
Management expects to fund its anticipated cash requirements through a combination of:
| ● | Existing cash on hand of $83,080; |
| ● | Potential proceeds from the sale of GES for the proceeds of $2,400,000: The Company expects to receive gross proceeds of approximately $2,400,000 from the proposed sale of GES. Management intends to use approximately $1,719,922 of the proceeds to repay certain outstanding debt obligations, consisting of $1,158,017 of principal and $561,905 of accrued interest. |
| ● | Subsequent to December 31, 2025, the Company received $1,247,965 in financing and advances from lenders and investors. Management expects to use these proceeds primarily for working capital, payment of operating expenses, and the settlement of outstanding obligations. |
Preferred A Share issuance
| ● | Issuance of Preferred A Shares to Non-Affiliated Investors and Lenders: The Company plans to issue shares of Series A Preferred Stock to certain non-affiliated investors and lenders in exchange for the settlement of $1,881,183 of outstanding principal and $1,457,736 of accrued interest. In connection with the transaction, the investors and lenders also agreed to forgive $1,683,903 of additional outstanding indebtedness. |
| ● | Issuance of Preferred A Shares to Settle Debt: The Company plans to shares of Series A Preferred Stock to settle $3,066,000 of outstanding principal and $187,773 of accrued interest owed to certain noteholders. |
Potential Sale of GES
The Company is evaluating the potential sale of GES. If completed, management estimates that the transaction could generate gross proceeds of approximately $2,400,000, although there can be no assurance that the transaction will be consummated or that proceeds will be realized in the anticipated amount or timeframe. Any proceeds received are expected to be used to fund working capital requirements, satisfy outstanding liabilities, and support ongoing operations.
Sufficiency of Capital Resources and Going Concern Considerations
Management believes that existing cash resources, financing and advances received subsequent to year end, anticipated debt settlement transactions, and the potential sale of GES will not be sufficient to satisfy the Company’s obligations and anticipated cash requirements for at least the next twelve months from the issuance date of these financial statements.
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As of December 31, 2025, the Company had cash and cash equivalents of $83,080 and outstanding indebtedness of $6,310,551, substantially all of which was due within the next twelve months and primarily in default. Subsequent to year end, the Company received $1,247,965 in financing and advances and is pursuing debt settlement transactions through the issuance of Series A Preferred Stock, which would significantly reduce outstanding indebtedness. In addition, the Company is evaluating the potential sale of GES, which is expected to generate gross proceeds of approximately $2.4 million, a portion of which is expected to be used to repay outstanding debt obligations.
After giving effect to the subsequent financing received, the anticipated debt settlement and forgiveness transactions, and the estimated proceeds from the potential sale of GES, management estimates that approximately $1.0 million of the debt obligations will remain during the next twelve months. As a result, the Company will need to obtain additional capital through equity financings, debt financings, or other strategic transactions to satisfy its remaining debt obligations and fund operations.
There can be no assurance that the proposed debt settlements, the sale of GES, or additional financing will be completed on acceptable terms, or at all. Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
For the year ended December 31, 2025, we recorded net loss of $1,274,813. We recorded an amortization of debt discount of $89,486, a change in fair value of derivative liability of $8,724 and issued a warrant fair valued at $ 9,824. We had an decrease in accounts payable of $24,927 and increase in accrued expenses of $683,903. As a result, we had net cash used in operating activities of $523,739 for the year ended December 31, 2025.
For the year ended December 31, 2025, we invested $13,687 to finalize the acquisition of election service solutions and enhanced our software in the amount of $258,490. As a result, we had net cash used in investing activities of $272,177.
For the year ended December 31, 2025, we received $1,555,000 as proceeds from the issuance of convertible promissory notes payable and $90,250 proceeds from notes payable and repaid $547,250 of convertible promissory and repaid $232,419 to note payable and received an investment from a director of $nil resulting in net cash provided by financing activities of $865,581.
Subsequent to December 31, 2025, the Company received aggregate advances of approximately $1,247,965 from non-affiliated investors and lenders to support its liquidity requirements.
The advances consist of the following:
| ● | On March 3, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $70,000 with an original issuance discount of $22,000. Pursuant to the terms of the loan agreement, GES agreed to repay the loan in weekly payments of $2,500. As of August 11, 2026, the remaining balance under the loan agreement was $17,500. |
| ● | On March 25, 2026, GES received $22,000 with an original issuance discount of $2,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 10% interest and matures on October 15, 2026. |
| ● | On March 31, 2026, GES received $16,800 with an original issuance discount of $1,800 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 10% interest and matures on October 15, 2026. |
| ● | On June 16, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $28,000 with an original issuance discount of $9,035. Pursuant to the terms of the loan agreement, GES agreed to repay the loan in weekly payments of $1,000. As of June 30, 2026, the remaining balance under the loan agreement was $25,000. |
Easterly Advances
| ● | On March 19, 2026, GES received a cash advance from Easterly in the amount of $25,000. |
| ● | On March 26, 2026, GES received a cash advance from Easterly in the amount of $111,000. |
| ● | On March 27, 2026, GES received a cash advance from Easterly in the amount of $50,000. |
| ● | On April 8, 2026, GES received a cash advance from Easterly in the amount of $60,000. |
| ● | On April 14, 2026, GES received a cash advance from Easterly in the amount of $50,000. |
| ● | On April 29, 2026, GES received a cash advance from Easterly in the amount of $50,000. |
| ● | On May 15, 2026, GES received a cash advance from Easterly in the amount of $100,000. |
| ● | On June 17, 2026, GES received a cash advance from Easterly in the amount of $350,000. |
| ● | On June 29, 2026, GES received a cash advance from Easterly in the amount of $350,000. |
Management’s plans are intended to allow the Company to continue operations and further advance its acquisition plans. However, management cannot give assurance that such plans will be implemented, will mitigate the conditions giving rise to substantial doubt, or will 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.
Results of continued operations for the Year ended December 31, 2025 compared to the Year ended December 31, 2024.
Total Operating Expenses. Total operating expenses for the Year ended December 31, 2025 were $338,779, compared to $286,248 for the Year ended December 31, 2024, representing an increase of $52,531, or 18%, principally due to reasons discussed below.
| ● | Salaries and Benefits. Salaries and benefits expense totaled $170,008 for the year ended December 31, 2025, compared to $117,514 for the year ended December 31, 2024, representing an increase of $52,494, or 45%. The increase was primarily attributable to changes in director compensation implemented during the fourth quarter of 2024 in accordance with amended employment agreements, which continued throughout the year ended December 31, 2025. By comparison, salaries and benefits expense for the year ended December 31, 2024, reflected a period of lower director compensation. | |
| ● | Marketing and Advertising. For the Year ended December 31, 2025, we incurred marketing and advertising expenses of $nil, compared to $38,388 for the Year ended December 31, 2024, representing a decrease of $38,388, or 100%. The decrease was primarily attributable to the intention to end its operations upon the closing of the Easterly deal. |
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| ● | Professional Fees. Professional fees for the Year ended December 31, 2025, totaled $168,469, compared to $120,620 for the Year ended December 31, 2024, representing an increase of $47,849, or 40%. The increase was primarily attributable to the cost increase incurred from accounting and auditing service provided during the year ended December 31, 2025. | |
| ● | General and Administrative. For the Year ended December 31, 2025, we incurred general and administrative expenses of $302, compared to $9,726 for the Year ended December 31, 2024, representing an increase of $9,424, or 97%. The decrease was primarily attributable to lower administrative incurred during 2025 compared to the prior year. |
Net Loss from continued operations. Net loss for the Year ended December 31, 2025 and 2024 was $1,077,115 and $1,059,440, respectively. The increase in net loss of $17,675, or 2%, was due primarily to the reasons stated above.
Results of discontinued operations for the Year ended December 31, 2025 compared to the Year ended December 31, 2024.
Revenues. Revenues for the Year ended December 31, 2025 were $1,930,622, compared to $1,273,504 for the Year ended December 31, 2024, representing an increase of $657,118, or 52%. 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 Year ended December 31, 2025 as compared to the Year ended December 31, 2024.
Total Operating Expenses. Total operating expenses for the Year ended December 31, 2025 were $2,128,320, compared to $1,222,626 for the Year ended December 31, 2024, representing an increase of $905,694, or 74%, principally due to reasons discussed below.
| ● | Salaries and Benefits. Salaries and benefits expense totaled $556,015 for the year ended December 31, 2025, compared to $297,151 for the year ended December 31, 2024, representing an increase of $258,864, or 87%. The increase was primarily attributable to changes in director compensation implemented during the fourth quarter of 2024 in accordance with amended employment agreements, which continued throughout the year ended December 31, 2025. By comparison, salaries and benefits expense for the year ended December 31, 2024, reflected a period of lower director compensation. | |
| ● | Marketing and Advertising. For the Year ended December 31, 2025, we incurred marketing and advertising expenses of $192,852, compared to $151,209 for the Year ended December 31, 2024, representing a decrease of $41,643, or 28%. The increase was primarily attributable to modestly higher marketing spent and promotion aimed at supporting the ongoing special elections efforts in 2025. | |
| ● | Software and Development. We incurred software development expenses of $20,527 in the Year ended December 31, 2025, compared to $7,586 in the Year ended December 31, 2025, representing an increase of $12,941, or 171%. The increase was primarily attributable to costs associated with maintaining our platform. |
| ● | Professional Fees. Professional fees for the Year ended December 31, 2025, totaled $349,309, compared to $183,512 for the Year ended December 31, 2024, representing an increase of $165,797, or 79%. This increase was primarily due to an increase in accounting and legal service fees during the Year ended December 31, 2025, compared to the Year ended December 31, 2024, primarily attributable to Legal costs associated with the subsequent acquisition of GES. | |
| ● | General and Administrative. For the Year ended December 31, 2025, we incurred general and administrative expenses of $347,336, compared to $178,701 for the Year ended December 31, 2024, representing an increase of $168,635, or 94%. The increase relates to expenses incurred as a result of the hiring of additional staff to assist with the special elections held during the Year ended December 31, 2025. | |
| ● | Printing. We incurred printing costs of $662,281 in the Year ended December 31, 2025, compared to $404,467 in the Year ended December 31, 2024, representing a decrease of $257,814, or 64%. The increase relates to expenses incurred in connection with the special elections held during the Year ended December 31, 2025. |
Net Loss(income)from discontinued operation. Net loss for the Year ended December 31, 2025 was $197,698 and net income for the year ended December 31, 2024 was $50,878. The increase in net loss of $248,576, or 489%, 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.
The accompanying consolidated financial statements have been prepared in accordance U.S. GAAP and include the accounts of GAHI and its wholly owned and majority owned subsidiaries, GES and GAHI Acquisition Corp. All significant intercompany accounts and transactions have been eliminated in consolidation.
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Revenue Recognition
We recognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers. We earn revenues through various services we provide to our clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.
Our revenue recognition policies comply with SEC revenue recognition rules and the FASB’s ASC 606-10-S65-1. We earn revenues through various services we provide to our clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.
Convertible Debt
Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. We record a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. We calculate the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.
Under these guidelines, we allocate the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.
We account for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment.
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. We use the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Share-Based Compensation
We record stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. We recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
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Recent Accounting Pronouncements
ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement for the fiscal year beginning July 1, 2024, which did not result in a material impact on its consolidated financial statements.
ASU 2023-09 – Improvements to Income Tax Disclosures (Topic 740):In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
| 27 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Global Arena Holding, Inc. and Subsidiaries
Index to the Financial Statements
| Page | |
| Report of Independent Registered Public Accounting Firm: | 29 |
| Report of Raul Carrega, CPA, PCAOB #1939 | |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 31 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | 32 |
| Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024 | 33 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | 34 |
| Notes to Consolidated Financial Statements | 35 |
| 28 |
Raul Carrega
Certified Public Accountants
215 62nd Street
Newport Beach, CA 92663
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Global Arena Holding, Inc.
Opinion on the Financial Statements
Explanatory Paragraph Regarding Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has generated recurring losses from operations and negative cash flows from operations, has an accumulated deficit, limited liquidity, and certain debt obligations were in default as of December 31, 2025. Management has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern, and such substantial doubt has not been alleviated. Management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| 29 |
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
As described in Note 1 to the consolidated financial statements, the Company has generated recurring losses from operations and cash flow deficits from operations since inception, has had to continually borrow to continue operating, has limited liquidity, and certain of the Company’s debt was in default as of December 31, 2025. Management has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern, and such substantial doubt has not been alleviated. The Company’s continued operations are dependent upon its ability to raise additional capital, obtain additional financing, complete debt settlement or other strategic transactions, and/or acquire or develop a business that generates sufficient positive cash flows from operations.
We identified the Company’s ability to continue as a going concern as a critical audit matter because evaluating management’s going-concern assessment involved especially challenging auditor judgment. In particular, the evaluation required assessing the reasonableness of management’s cash-flow assumptions, the Company’s ability to raise additional capital or obtain additional financing, the status and impact of debt defaults, the support for management’s planned financing, debt settlement, and strategic transactions, and whether management’s plans and related uncertainties were appropriately reflected in the consolidated financial statement disclosures.
Our audit procedures related to management’s going-concern assessment included, among others, evaluating management’s cash-flow forecast, testing the mathematical accuracy of the forecast, comparing forecast assumptions to historical results and subsequent-period activity, evaluating the Company’s debt obligations and default status, inspecting evidence related to financing arrangements and subsequent capital-raising activities, evaluating evidence related to debt settlement and other strategic plans, considering positive and negative evidence impacting management’s plans, and assessing whether the disclosures in Note 1 were consistent with the audit evidence obtained.
/s/
Raul Carrega, CPA
We have served as the Company’s auditor since 2017.
August 11, 2026
PCAOB
#
| 30 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Audited)
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Equity Investments | ||||||||
| Assets held for sale | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Convertible promissory
notes payable, net of debt discount of $ | ||||||||
| Promissory notes payable | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Global Arena Holding, Inc. | ||||||||
| Preferred stock, $ par value per share; shares authorized; | ||||||||
| Series B preferred stock; shares authorized; and issued and outstanding, respectively | ||||||||
| Series C preferred stock; shares authorized and issued and outstanding, respectively | ||||||||
| Common stock, $ par value per share; shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Global Arena Holding, Inc. stockholders’ deficit | ( | ) | ( | ) | ||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| 31 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating expenses: | ||||||||
| Salaries and benefits | ||||||||
| Marketing and advertising | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Other expenses: | ||||||||
| Interest expense and financing costs | ( | ) | ( | ) | ||||
| Other income (expense) | ( | ) | ||||||
| Litigation fee | ( | ) | ||||||
| Gain on settlement of debt | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Total other expenses | ( | ) | ( | ) | ||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Income(Loss) from discontinued operations, net of 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 | ||||||||
| Continuing operations | ) | ) | ||||||
| Discontinued operations | ) | |||||||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 32 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Audited)
| Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Global Stockholders’ | Non-controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Allocated value of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Global Stockholders’ | Non-controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for convertible debt and accrued interest | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Allocated value of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Investment from Director | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 33 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income(loss) from discontinued operation | ( | ) | ||||||
| Net loss from continuing operation | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of debt discount | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Non-cash expense associated with warrant | ||||||||
| Change in assets and liabilities: | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Net cash used continuing operations | ( | ) | ( | ) | ||||
| Net cash used in by discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| INVESTING ACTIVITIES: | ||||||||
| Election Hardware | ( | ) | ||||||
| Equity investment | ( | ) | ||||||
| Internal use software | ( | ) | ( | ) | ||||
| Net cash used continuing operations | ( | ) | ||||||
| Net cash used in by discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in investing activities | $ | ( | ) | $ | ( | ) | ||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible promissory notes payable | ||||||||
| Proceeds from promissory notes payable | ||||||||
| Repayment of convertible promissory notes payable | ( | ) | ( | ) | ||||
| Repayment of promissory notes payable | ( | ) | ( | ) | ||||
| Investment from director | ||||||||
| Net cash provided by continuing operations | ||||||||
| Net cash provided by discontinued operations | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING BALANCE | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | ( | ) | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED OPERATIONS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, ENDING BALANCE | $ | $ | ||||||
| CASH PAID FOR: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Allocated value of warrants and beneficial conversion features related to debt | $ | $ | ||||||
| Debt converted to common stock | $ | $ | ||||||
| Original issuance discount | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 34 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
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 shares of TrueVote Inc. (“TrueVote”), representing
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.
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
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt was in default as of December 31, 2025. Management has concluded that substantial doubt about the Company’s ability to continue as a going concern exists and has not been alleviated.
The Company’s continued operations 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 seek funding through the issuance of additional convertible promissory notes and other financing arrangements. Management’s plans are intended to improve liquidity and financial flexibility; however, there can be no assurance that the Company will be successful in executing these plans and successful execution depends on future events that are not entirely within management’s control.
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
| 35 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassification
The Company reclassified certain amounts in the Consolidated Statements of Cash Flows in the prior year to conform to the current year’s presentation.
Noncontrolling Interest
The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.
The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss.
Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Warrants | ||||||||
| Convertible notes | ||||||||
| Total | ||||||||
Management Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.
| 36 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash and Cash Equivalents
The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Convertible Debt
Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.
Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.
The Company accounts for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues through various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.
| 37 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurement defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
Fair Value Measurements
The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Cash, accounts payable and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short-term nature.
Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost. The carrying amount approximates their fair value.
The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.
| 38 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December 31, 2025 and 2024.
| Fair Value | ||||||||||||||||
| As of | Fair Value Measurements at | |||||||||||||||
| Description | December
31, 2025 | December
31, 2025 Using Fair Value Hierarchy | ||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 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 | ||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Company measures its derivative liabilities at fair value on a recurring basis in accordance with the fair value hierarchy established by U.S. GAAP. Fair value is determined by using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s derivative liabilities are classified within Level 2 of the fair value hierarchy because their fair values are determined using valuation models that incorporate observable market inputs, including the Company’s stock price and other market-based assumptions,
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.
Equity Investments
The Company accounts for investment securities in accordance with ASC Topic 323, ASC 323, Investments – Equity Method and Joint Ventures. The company is required to initially record at cost, and subsequently adjust based the investor’s share of the investee’s profits and losses.
Recently Issued Accounting Pronouncements
ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement for the fiscal year beginning July 1, 2024, which did not result in a material impact on its consolidated financial statements.
ASU 2023-09 – Improvements to Income Tax Disclosures (Topic 740):In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.
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.
| 39 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
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 shares of TrueVote, representing
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.
NOTE 4 - ACCRUED EXPENSES
Accrued expenses at December 31, 2025 and 2024 consisted of the following:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued interest | $ | $ | ||||||
| Accrued compensation | $ | |||||||
| Other accrued expenses | $ | |||||||
| $ | $ | |||||||
| 40 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 5 - PROMISSORY NOTES PAYABLE
In
March 2014, the Company issued two promissory notes 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
June 13, 2024, Global Election Services, Inc. issued a Promissory Note to 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 $
On
June 4, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount
of $
On
September 5, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount
of $
| 41 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE
On
March 10, 2023, Global Election Services issued a convertible note to 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. issued a convertible promissory note to a non-affiliate investor in the principal amount
of $
On
May 18, 2023, the Company issued an unsecured Convertible Promissory Note to a non-affiliate investor in the principal amount of $
On
June 6, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note of $
On
June 7, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note to a non-affiliate investor of $
On
June 14, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note to a non-affiliate investor for $
On
July 7, 2023, Global Election Services, Inc. issued a secured original convertible promissory note to a non-affiliate investor for $
On
August 4, 2023, Global Election Services, Inc. issued a second original discount convertible promissory note to a non-affiliate investor
for $
On
September 15, 2023, Global Election Services, Inc. issued a secured Original Discount Convertible Promissory Note to a non-affiliate
investor for $
On
October 24, 2023, Global Election Services, Inc. issued a secured Original Discount Convertible Promissory Note to a non-affiliate investor
for $
On
December 6, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor of $
On
December 12, 2023, Global Election Services Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $
On
December 13, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $
On
December 28, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $
On
January 25, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount
of $
| 42 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
On
February 7, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount
of $
On
February 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount
of $
On
March 15, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount
of $
On
July 19, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to an affiliated investor in the principal amount
of $
On
August 2, 2024, Global Election Services, Inc. issued 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
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 $
| 43 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
On
December 31, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $
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 $
On
April 21, 2025, the Company issued a convertible promissory note in the original principal amount of $
On
June 30, 2025, the Company issued a convertible promissory note in the original principal amount of $
On
August 22, 2025, the Company issued a convertible promissory note in the original principal amount of $
On
October 29, 2025, the Company issued a convertible promissory note in the original principal amount of $
On
December 1, 2025, the Company issued a convertible promissory note in the original principal amount of $
| December 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 | $ | $ | ||||||
| 44 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)
| 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, December 31, 2025 | $ |
As
of December 31, 2025, certain convertible promissory notes with an aggregate principal balance of $
NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS
Certain of the Company’s convertible promissory notes payable are convertible into shares of the Company’s common stock at a percentage of the market price on the date of conversion. The Company has determined that the variable conversion rate is an embedded derivative instrument. The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. Weighted average assumptions used to estimate fair values are as follows:
| December 31, | December 31, | |||||||
| 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, 2023 to December 31, 2025 is below:
| Derivative liabilities, December 31, 2023 | $ | |||
| Change in fair value of derivative liabilities | ||||
| Derivative liabilities, December 31, 2024 | $ | |||
| Change in fair value of derivative liabilities | ( | ) | ||
| Derivative liabilities, December 31, 2025 | $ |
| 45 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 8 - STOCKHOLDERS’ DEFICIT
Series B Preferred Stock
Pursuant
to the Company’s Certificate of Incorporation, the Company has authorized shares of $ par value Preferred Stock.
The Company has designated of the shares as Series B Preferred Stock.
During
the year ended December 31, 2017, the Company sold shares of Series B Preferred Stock for cash proceeds of $
Series C Preferred Stock
Pursuant to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of Series C Preferred Stock with the following terms and rights:
A. Designation and Number. A series of the preferred stock, designation the “Series C Preferred Stock,” $ par value, is hereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (). The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.
B. Dividend Provisions. None
C. Conversion Rights. None
D. Preemptive Rights. None
E.
Voting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast
On July 27, 2022, the Company authorized the issuance of shares Series C Preferred Stock at $ per share as follows:
Series C Preferred Shares - John Matthews, CEO/CFO
Series C Preferred Shares – Martin Doane, Director
Series C Preferred Shares – Facundo Bacardi, Director
Series C Preferred Share – Kathryn Weisbeck, President, Director of GES, Public Relations/Marketing for the Company
The Series C Preferred Shares were issued on July 29, 2022
Common Stock
During the year ended December 31, 2025, the Company did not issue any shares.
During the year ended December 31, 2024, the Company issued:
| ● |
shares of common stock for conversion of $ |
| 46 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)
Warrant Activity
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, December 31, 2024 | ||||||||||||||||
| Exercisable, December 31, 2024 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Canceled | ( | ) | ||||||||||||||
| Outstanding, December 31, 2025 | ||||||||||||||||
| Exercisable, December 31, 2025 | ||||||||||||||||
During
the year ended December 31, 2025, the Company issued a total of
| ● | Expected life of years | |
| ● | Volatility of %; | |
| ● | Dividend yield of %; | |
| ● | Risk free interest rate of % |
During
the year ended December 31, 2024, the Company issued a total of
| ● | Expected life of years | |
| ● | Volatility of % | |
| ● | Dividend yield of %; | |
| ● | Risk free interest rate of % |
| 47 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 9 - INCOME TAXES
As
of December 31, 2025, the Company had approximately $
Deferred income taxes reflect the net tax effects of net operating loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
FASB
ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred
tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s
performance, the market environment in which the company operates, the length of carryback and carryforward periods, and expectations
of future profits, etc. The Company believes that significant uncertainty exists with respect to the future realization of the deferred
tax assets and has therefore established a full valuation allowance as of December 31, 2025 and 2024. The change in the deferred tax
valuation allowance increased by approximately $
The components of deferred tax assets at December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
| Deferred income tax asset | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The
Company evaluated the provisions of FASB ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to
be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized
benefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for
an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax
position that was not recognized as a result of applying the provisions of FASB ASC 740. Interest costs related to unrecognized tax benefits
are required to be calculated (if applicable) and would be classified as “interest expense, net” in the statement of operations.
Penalties would be recognized as a component of “general and administrative expenses.”
The Company files income tax returns in the United States and in New York State and City. The Company is no longer subject to Federal, state and local income tax examinations by the tax authorities for tax years prior to 2017.
| 48 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 9 - INCOME TAXES (continued)
The reconciliation between the statutory federal income tax rate and the Company’s effective rate for the years ended December 31, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||
| Federal statutory rates | % | % | ||||||
| State income taxes, net of federal benefit | % | % | ||||||
| Non-deductible expenses | ( | )% | ( | )% | ||||
| Valuation allowance against net deferred tax assets | ( | )% | ( | )% | ||||
| Effective rate | % | % | ||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES
The Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.
On
December 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant
to this settlement agreement, we paid $
On
June 30, 2022, we were named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2022 by
Anthony Crisci Jr. The plaintiff alleged breach of contract and unjust enrichment relating to plaintiff’s prior employment agreement
with the Company. On June 22, 2023, we entered into a settlement agreement with the plaintiff and requiring the Company to pay plaintiff
$
On
or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District
of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled
on or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement
agreement, the Company acknowledged the sum of $
The GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company
subsequently determined not to proceed with 1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to
enforce the confession of judgment plus alleged legal fees of $
The remaining GES Notes have an
outstanding principal and interest balance of $
| 49 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 10 - COMMITMENTS AND CONTINGENCIES (continued)
On
May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index
No. 652474/2023) against the Company to collect on a promissory note in the principal amount of $
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 11 – ELECTION HARDWARE
For
the years ended December 31, 2025 and 2024, we capitalized $
For
the years ended December 31, 2025 and 2024, we depreciated $
NOTE 12 - SOFTWARE
For
the years ended December 31, 2025 and 2024, we capitalized $
NOTE 13 - 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 common shares to VP for services rendered, and VP will
own
On
January 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel
Rodriquez will receive common shares in return for his software expertise in the development of GES election software. This
new ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a total of
| 50 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 14 – Discontinued Operations
During the fourth quarter of 2025, the Company committed to a plan to sell certain non-core assets consisting primarily of property and equipment, internally developed software, and an equity investment in ESS. Management determined that these assets met the criteria for classification as held for sale as of December 31, 2025, as management was committed to a plan to sell the assets, an active program to locate a buyer had been initiated, and the sale was considered probable within one year.
Upon classification as held for sale, the Company evaluated the disposal group and concluded that its estimated fair value less costs to sell exceeded its carrying amount. Accordingly, no impairment charge was recognized during the year ended December 31, 2025.
The carrying amounts of the assets classified as held for sale as of December 31, 2025 were as follows (in millions):
| Internal use software | $ | |||
| Election Hardware | ||||
| Total Assets held for sale | $ |
The assets are presented as “Assets held for sale” in the accompanying Consolidated Balance Sheets. Depreciation and amortization of the long-lived assets ceased upon classification as held for sale.
The Company determined that the planned sale represents a strategic shift that will have a major effect on the Company’s operations and financial results.
The following table presents financial results from discontinued operations, net of income taxes in our consolidated statements of operation for the period indicated. It is important to note that the scope of discontinued operations pertains GES. Beginning on October 1, 2026, GES will no longer be included in our consolidated financial statements. Consequently, the data in the table below covers the periods from December 31, 2025 and December 31, 2024, respectively.
| Years Ended December 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 from discontinued operations before provision for taxes | $ | ( | ) | $ | ||||
| Provision for income taxes | $ | $ | ||||||
| Loss from discontinued operations net of taxes | ( | ) | ||||||
The following table presents the aggregate carrying amounts of the assets of discontinued operations of the restaurant business in the consolidated balance sheets as of the date indicated:
| December 31, 2025 | December 31, 2024 | |||||||
| Cash | $ | $ | ||||||
| Internal use software | ||||||||
| Election hardware | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
NOTE 15 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the consolidated balance sheet date through August 11, 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 $
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 $
Jason Old 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 $
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”).
| 51 |
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 15 - SUBSEQUENT EVENTS (continued)
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:
| - | $ | |
| - | shares of common stock of GES Acquisition issued to GES Holding; | |
| - | Forgiveness
of $ | |
| - | Entry
into a $ |
Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition, 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.
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.
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 15 - SUBSEQUENT EVENTS (continued)
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 shares of common stock of GES Acquisition.
Designation of GES Series A Stock. Prior to the closing, GES Acquisition agreed to designate 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 $
| (i) | $ | |
| (ii) | $ | |
| (iii) | $ | |
| (iv) | $ |
GES
Acquisition agreed to issue and sell to Easterly, at the closing, shares of GES Series A Stock at a negotiated value for sale
of $ per share, for a total consideration payable of $
| (i) | $ | |
| (ii) | $ | |
| (iii) | $ |
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 15 - SUBSEQUENT EVENTS (continued)
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.
September 2025 Promissory Note
On
September 5, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal
amount of $
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 shares. Each share of Series A Preferred Stock has a stated value of $, 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 $.
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 15 - SUBSEQUENT EVENTS (continued)
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)
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 $
Promissory Notes
The Company has received the following advances to fund working capital and transaction expenses in the form of notes.
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GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 15 - SUBSEQUENT EVENTS (continued)
| ● | On
March 25, 2026, GES received $ | |
| ● | On
March 31, 2026, GES received $ | |
| ● | On
June 16, 2026, GES entered into a loan agreement with a non-affiliate investor 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
Easterly Advances
On
March 19, 2026, GES received a cash advance from Easterly in the amount of $
On
March 26, 2026, GES received a cash advance from Easterly in the amount of $
On
March 27, 2026, GES received a cash advance from Easterly in the amount of $
On
April 8, 2026, GES received a cash advance from Easterly in the amount of $
On
April 14, 2026, GES received a cash advance from Easterly in the amount of $
On
April 29, 2026, GES received a cash advance from Easterly in the amount of $
On
May 15, 2026, GES received a cash advance from Easterly in the amount of $
On
June 17, 2026, GES received a cash advance from Easterly in the amount of $
On
June 29, 2026, GES received a cash advance from Easterly in the amount of $
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures
During the year ended December 31, 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.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In the course of making our assessment of the effectiveness of internal control over financial reporting, we identified material weaknesses in our internal control over financial reporting as follows.
| ● | The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. | |
| ● | Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. GAAP. |
Upon receiving adequate financing, we plan to increase our controls in these areas by hiring more employees in financial reporting and establishing an audit committee.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.
Important Considerations
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B. OTHER INFORMATION
| (a) | None. |
| (b) | During
the quarter ended December 31, 2025, no director or officer of the Company |
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Below is certain information regarding our executive officers and directors:
| Name | Position | Term(s) of Office | ||
| John Matthews | Chief Executive Officer | March 20, 2014 to present | ||
| Chairman of the Board | January 3, 2012 | |||
| Chief Financial Officer | April 10, 2016 to present | |||
| Facundo Bacardi | Director | November 7, 2011 to present | ||
| Martin Doane | Director | November 7, 2011 to present |
Certain Biographical Information Regarding Executive Officers and Directors
John Matthews, age 63, has served as the Chief Executive Officer, Chief Financial Officer, and director of Global Arena Holding Inc. Mr. Matthews has served as the Chairman of Global Election Services since 2015 and a Director of GAHI Acquisition Corp. since 2015 and as a Director in Tidewater Energy Group since 2019. In these positions, he has directed the investment into Blockchain Technologies Corp and has initiated the upgraded elections software and hardware applications covering registration, election tabulation, and reporting. Mr. Matthews has been involved in United States politics since the 1980s, having worked on and for numerous State, Congressional and Presidential elections. Mr. Matthews worked on Senator Daniel Patrick Moynihan’s campaign for the U.S. Senate in 1988 and concurrently served as Senator Moynihan’s Director of the Senator’s New York Office acting as the Senator’s senior Ombudsman and was responsible for all constituent services and legislative initiatives. Mr. Matthews served as an officer in various United States broker dealers from 1992 to 2014. He received a BA from Long Island University in 1987.
Facundo Bacardi, age 78, is a current shareholder and member of the family that owns and controls Bacardi Ltd., a worldwide liquor manufacturer and distributor. From 1979 to 1991, he was in charge of Bacardi’s manufacturing and distribution division for Nassau, Brazil, Trinidad and Central America. Currently, Mr. Bacardi serves as a director of Suramericana de Inversiones, S.A., an investment company located in Panama, and has served in that capacity since 1990.
Martin J. Doane, age 56, is a director of Global Arena Holdings Corp. since November 7, 2011. He has been a founding partner and CEO of Ubequity Capital since 2006. He served as vice president and secretary of Northern Empire Energy Corporation from March 20, 2012, to September 4, 2013. He was the chief executive officer of Adenyo Inc. from 2004 through 2009. He has served as the chief executive officer of MeeMee Media Inc. since April 2013. He was the vice president and secretary of EnDev Holdings Inc. from July 2010 to April 2013. Mr. Doane is a graduate of the University of Western Ontario and holds an LL.B. from Osgoode Hall Law School.
Board Composition
Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to our articles of incorporation and our bylaws. Currently, our Board of Directors consists of three directors: Messrs. Matthews, Bacardi and Doane.
Director Independence
Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not have a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities and that each of these directors is “independent” as that term is defined under the listing standards of The Nasdaq Stock Market, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company’s Board of Directors is independent.
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Board Leadership Structure and Board’s Role in Risk Oversight
Our Board of Directors has a Chairman, Mr. Matthews. The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. Mr. Matthews also serves as our Chief Executive Officer and Chief Financial Officer. We believe that separation of the roles of Chairman and Chief Executive Officer is not necessary at this time to ensure appropriate oversight by the Board of Directors of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board of Directors may periodically review its leadership structure. In addition, the Board of Directors will hold executive sessions in which only independent directors are present.
Our Board of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee will oversee management of financial risks; our Board of Directors regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product development and commercialization efforts. Our compensation committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us.
Committees of the Board of Directors
We do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our board of directors.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Exchange Act, an executive officer, director, or greater-than-10% shareholder of the Company must file initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Executive officers, directors and greater-than-10% shareholders are required to furnish the Company with copies of all Section 16(a) reports they file. Our current executive officers and directors have not filed forms required to be filed under Section 16 of the Exchange Act. We are working with our executive officers and directors to file the past due forms.
Procedures for Contacting the Board
The Board has established a process for stockholders and other interested parties to send written communications to the Board, the independent directors, a particular committee or to individual directors, as applicable. Such communications should be sent by U.S. mail addressed to:
Global Arena Holding, Inc. Board of Directors
c/o Global Arena Holding, Inc.
Attention: Corporate Secretary
1159 2nd Avenue, Ste. 454
New York, NY 10065
The Board has instructed the Corporate Secretary to promptly forward all communications so received to the full Board, the independent directors or the individual Board member(s) specifically addressed in the communication. Comments or questions regarding our accounting, internal controls or auditing matters, our compensation and benefit programs, or the nomination of directors and other corporate governance matters will remain with the full Board.
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Depending on the subject matter, the Company’s Corporate Secretary will:
| ● | Forward the communication to the director or directors to whom it is addressed; | |
| ● | Attempt to handle the inquiry directly, for example, where it is a request for information about our Company or if it is a stock-related matter; or | |
| ● | Not forward the communication if it is primarily commercial in nature or if it relates to a topic that is not relevant to the Board or a particular committee or is otherwise improper. |
Procedures for Recommending, Nominating and Evaluating Director Candidates
Recommending Director Candidates for Nomination by the Board
The Board will consider director candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for nomination by the Board at an annual meeting of stockholders or for vacancies of the Board that arise between annual meetings must provide the Board with sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director selection criteria set forth in our bylaws. Such documentation and the name of the director candidate should be sent by U.S. mail to:
Global Arena Holding, Inc. Board of Directors
c/o Global Arena Holding, Inc.
Attention: Corporate Secretary
1159 2nd Avenue, Ste. 454
New York, NY 10065
Nominating Director Candidates
For director nominations to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must give timely notice in proper written form to the Secretary, consistent with the Company’s bylaws.
Evaluating Director Candidates
The Board has no formal guidelines or policy with regard to the consideration of any director candidates recommended by shareholders. The Board will consider several factors when evaluating the appropriate characteristics of candidates for service as a director. The Board initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the Board. At a minimum, director candidates must demonstrate high standards of ethics, integrity, independence, sound judgment, strength of character, and meaningful experience and skills in business or other appropriate endeavors. In addition to these minimum qualifications, the Board considers other factors it deems appropriate based on the current needs and desires of the Board, including specific business and professional experience that is relevant to the Board’s needs, including, but not limited to, Board diversity. A member of the Board will contact, for further review, those candidates who the Board believes are qualified, who may fulfill a specific Board need and who would otherwise best make a contribution to the Board. The Board is responsible for conducting, with the assistance of the Corporate Secretary, and subject to applicable law, any inquiries into the background and qualifications of the candidate. Based on the information the Board learns during this process, it determines which nominee(s) to submit for election. The Board uses a comparable process for evaluating all director candidates, regardless of the source of the recommendation.
The Board may use, as it deems appropriate or necessary, an outside consultant to identify and screen potential director candidates. No outside consultants were used during the fiscal year ended December 31, 2025 to identify or screen potential director candidates. The Board will reassess the qualifications of a current director, including the director’s attendance and contributions at Board and committee meetings, prior to recommending a director for reelection.
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Code of Ethics
We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Our code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We believe that our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct, provide full, fair, accurate, timely and understandable disclosure in public reports, comply with applicable laws, ensure prompt internal reporting of violations, and provide accountability for adherence to the provisions of the code of ethics. We intend to disclose any amendments to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and/or exchange requirements.
Indemnification
The Company shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Delaware, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or employee at the request of the Company.
The board of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information as to the compensation of our executive officers.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| John Matthews | 2025 | 169,366 | (1) | - | - | - | 169,366 | |||||||||||||||||
| CEO and CFO | 2024 | 147,067 | (2) | - | - | - | 147,067 | |||||||||||||||||
| (1) | Mr. Matthews received $0 as his salary from the Company and $169,366 from GES. |
| (2) | Mr. Matthews received $0 as his salary from the Company and $147,067 from GES. |
Outstanding Equity Awards at Fiscal Year End
There were no equity awards outstanding at December 31, 2025.
Director Compensation
The following table sets forth certain information as to the compensation paid to our non-employee directors.
2025 Director Compensation Table
| Name | Year | Salary ($) |
|
Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||
| Facundo Bacardi | 2025 | - | - | - | - | - | ||||||||||||||||||
| Martin Doane | 2025 | - | - | - | - | - | ||||||||||||||||||
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of August 11, 2026, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. As of August 11, 2026, there were 1,695,351,226 shares of common stock outstanding. The address of each executive officer and director is c/o Global Arena Holding, Inc., 1159 2nd Avenue, Suite 454, New York, NY 10065.
| Name and Address | Amount | Percentage | ||||||
| John Matthews | 4,820,170 | (1) | * | |||||
| Facundo Bacardi | 3,056,891 | (1) | * | |||||
| Martin Doane | 3,056,891 | (1) | * | |||||
| All Executive Officers and Directors as a Group (4 persons)(2) | 10,933,952 | (3) | * | |||||
* Less than 1%.
| (1) | In addition, each of Messrs. Matthews, Bacardi and Doane holds 120,000 shares of the Company’s Series C preferred stock. Each share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted to a vote of the Company’s stockholders. |
| (2) | Includes Kathryn Weisbeck, President of GES. |
| (3) | In addition, insiders (i.e., Mr. Matthews, Mr. Bacardi, Mr. Doane and Ms. Weisbeck) hold an aggregate of 480,000 shares of the Company’s Series C preferred stock. Each share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted to a vote of the Company’s stockholders. Therefore, collectively, insiders hold over a majority of the Company’s voting power through their ownership of Series C preferred shares. |
EXISTING EQUITY COMPENSATION PLAN INFORMATION
The table below shows information with respect to our equity compensation plans as of December 31, 2025.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
| Equity compensation plans approved by security holders | - | $ | N/A | - | ||||||||
| Equity compensation plans not approved by security holders | - | $ | N/A | - |
In June 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan was to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under the Plan is 3,000,000. The Company no longer intends to make any grants under the Plan.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
We do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions. When such transactions arise, they are referred to our board of directors for consideration.
Director Independence
Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not have a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities and that each of these directors is “independent” as that term is defined under the listing standards of The Nasdaq Stock Market, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company’s Board of Directors is independent.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed for the years ended December 31, 2025 and 2024 for professional services rendered by Raul Carrega (PCAOB # 1939) for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the periods ended December 31, 2025 and 2024 were $ 70,000 and $80,500, respectively.
Audit related fees
The aggregate fees billed for the years ended December 31, 2025 and 2024 for assurance and related services by Raul Carrega that are reasonably related to the performance of the audit or review of the Company’s financial statements for those fiscal years were included in the above listed were $nil and $nil, respectively.
Tax Fees
We incurred aggregate tax fees and expenses from Raul Carrega during the years ended December 31, 2025 and 2024 for professional services rendered for tax compliance, tax advice, and tax planning of $nil and $nil, respectively.
All Other Fees
The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor’s provision of non-audit services was compatible with maintaining the auditor’s independence. All of the services described above for fiscal year 2025 were approved by the board of directors pursuant to its policies and procedures.
Pre-Approval Policies and Procedures
Our Board pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our Board before the respective services were rendered.
Our Board has considered the nature and amount of fees billed by our independent registered public accounting firm and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their independence.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) List of financial statements included in Part II hereof
Balance Sheets, December 31, 2025 and 2024
Statements of Operations for the years ended December 31, 2025 and 2024
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024
Statements of Cash Flows for the years ended December 31, 2025 and 2024
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
| EXHIBIT NO. | DESCRIPTION | FILED OR FURNISHED WITH | DATE FILED OR FURNISHED | |||
| 2.1 | Form of Agreement and Plan of Merger between Dickie Walker Marine, Inc., a California corporation and Dickie Walker Marine, Inc., a Delaware Corporation | Form SB-2 | February 11, 2002 | |||
| 2.2 | Acquisition Agreement | Form 8-K | February 8, 2005 | |||
| 2.3 | Amendment No. 2 to Acquisition Agreement | Form 8-K | July 20, 2005 | |||
| 2.4 | Share Change Agreement | Form 8-K | April 13, 2006 | |||
| 2.5 | Agreement and Plan of Reorganization, entered into as of January 19, 2011, by and between Global Arena Holding Subsidiary Corp. and China Stationery and Office Supply, Inc. | Form 8-K | January 25, 2011 | |||
| 2.6 | Share Purchase Agreement, entered into as of July 13, 2012, by and among Broad Sword Holdings, LLC, JSM Capital Holding Corp. and Global Arena Holding, Inc. | Form 8-K | July 20, 2012 | |||
| 3.1 | Certificate of Incorporation for Dickie Walker Marine, Inc. as filed with the Delaware Secretary of State on February 4, 2002 | Form SB-2 | February 11, 2002 | |||
| 3.2 | Certificate of Merger, filed with Delaware Secretary of State on February 28, 2002 | Form 10-K | September 29, 2025 | |||
| 3.3 | Certificate of Designations for Preferred Stock, filed with Delaware Secretary of State on May 15, 2006 | Form 10-K | September 29, 2025 | |||
| 3.4 | Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on May 12, 2011 | Form 10-K | September 29, 2025 | |||
| 3.5 | Certificate of Merger, filed with Delaware Secretary of State on May 12, 2011 | Form 10-K | September 29, 2025 | |||
| 3.6 | Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on May 19, 2016 | Form 10-K | September 29, 2025 | |||
| 3.7 | Certificate of Designations for Preferred Stock, filed with Delaware Secretary of State on August 23, 2017 | Form 10-K | September 29, 2025 | |||
| 3.8 | Certificate of Amendment of Certificate of Incorporation, filed with Delaware Secretary of State on December 19, 2018 | Form 10-K | September 29, 2025 | |||
| 3.9 | Bylaws of the California corporation as adopted by its Board of Directors on October 10, 2000 | Form SB-2 | February 11, 2002 | |||
| 3.10 | Amended and Restated Bylaws of the Delaware corporation as adopted by its Board of Directors May 1, 2002 | Form SB-2/A | May 13, 2002 |
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| 3.11 | Certificate of Designation for Preferred Stock | Form 8-K | April 13, 2006 | |||
| 3.12 | Certificate of Amendment of Certificate of Incorporation of Dickie Walker Marine, Inc. | Form 8-K | July 20, 2006 | |||
| 3.13 | Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on January 6, 2020 | Form 10-K | September 29, 2025 | |||
| 3.14 | Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Delaware Secretary of State on January 6, 2020 | Form 10-K | September 29, 2025 | |||
| 3.15 | Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on November 5, 2021 | Form 10-K | September 29, 2025 | |||
| 3.16 | Certificate of Designation for Series C Preferred Shares filed with the State of Delaware on July 27, 2022 | Form 8-K | July 29, 2022 | |||
| 3.17 | Certificate of Amendment filed 9/22/2022 | Form 8-K | October 7, 2022 | |||
| 3.18 | Certificate of Correction, filed with Delaware Secretary of State on September 25, 2025, to Certificate of Amendment dated December 19, 2018. | Form 10-Q | March 30, 2026 | |||
| 3.19 | 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. | Form 8-K | March 3, 2026 | |||
| 4.1 | Specimen stock certificate representing shares of common stock of the Company | Form SB-2/A | April 18, 2002 | |||
| 4.2 | Form of Representative’s Warrant | Form SB-2 | February 11, 2002 | |||
| 4.3 | Placement Agent’s Warrant | Form SB-2 | February 11, 2002 | |||
| 4.4 | Form of Investor Note from 2001 Private Placement | Form SB-2 | February 11, 2002 | |||
| 4.5 | Selling Agent Agreement | Form 10-KSB | December 29, 2004 | |||
| 4.6 | Investor Promissory Note | Form 10-KSB | December 29, 2004 | |||
| 4.7 | Investor Warrant | Form 10-KSB | December 29, 2004 | |||
| 4.8 | Placement Agent’s Warrants | Form 10-KSB | December 29, 2004 | |||
| 4.11† | 2011 Stock Awards Plan | Form S-8 | July 6, 2011 | |||
| 10.1 | $50,000 Promissory Note in favor of Gerald W. Montiel dated January 15, 2002 | Form SB-2 | February 11, 2002 | |||
| 10.2 | $45,000 Promissory Note in favor of Gerald W. Montiel dated January 31, 2002 | Form SB-2 | February 11, 2002 | |||
| 10.3 | Form of Reimbursement Agreement between Gerald W. Montiel and the Company dated February 1, 2002 | Form SB-2 | February 11, 2002 | |||
| 10.4 | License Agreement between Gerald W. Montiel and the Company dated February 1, 2001 | Form SB-2 | February 11, 2002 | |||
| 10.5 | Strategic Alliance Agreement with West Marine Products, Inc. dated October 19,2001 (Confidential Treatment Requested) | Form SB-2/A | May 13, 2002 | |||
| 10.6 | Facility Lease Agreement with WHMF dated February 1, 2002 for the facility located at 1414 South Tremont Street, Oceanside, California | Form SB-2 | February 11, 2002 | |||
| 10.7 | 2002 Equity Incentive Plan | Form SB-2 | February 11, 2002 | |||
| 10.9 | Form of Employment Agreement with Gerald W. Montiel dated February 1, 2002 | Form SB-2 | February 11, 2002 | |||
| 10.10 | Equipment Lease Agreement with Emtex Leasing Corporation dated April 4, 2001 | Form SB-2 | February 11, 2002 | |||
| 10.11 | Form of Stockholder Rights Agreement | Form SB-2/A | April 1, 2002 | |||
| 10.12 | Lease Agreement | Form 10-KSB | December 20, 2002 | |||
| 10.16 | Separation Agreement and Complete Release | Form 8-K | October 21, 2003 | |||
| 10.19 | Amendment to Strategic Alliance Agreement | Form 10-KSB | December 17, 2003 |
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| 10.20 | Form of Parent Support Agreement | Form 8-K | February 8, 2005 | |||
| 10.21 | Form of Lock-Up Agreement | Form 8-K | February 8, 2005 | |||
| 10.22 | Consulting Agreement with Gerald Montiel | Form 8-K | February 8, 2005 | |||
| 10.23 | Form of Incentive Stock Option Grant Under DWM 2002 Equity Incentive Plan | Form S-4 | May 10, 2005 | |||
| 10.24 | Form of Non-Qualified Stock Option Grant Under DWM 2002 Equity Incentive Plan | Form S-4 | May 10, 2005 | |||
| 10.25 | Mutual Lease Agreement | Form 8-K | October 14, 2005 | |||
| 10.26 | Form of Employment Agreement with Gerald W. Montiel | Form 8-K | April 13, 2006 | |||
| 10.27 | Form of Employment Agreement with Javier Vidrio | Form 8-K | April 13, 2006 | |||
| 10.28 | Form of Consulting Agreement with Montiel Marketing Group | Form 8-K | April 13, 2006 | |||
| 10.29 | Agreement and Plan of Reorganization | Form 8-K | January 25, 2011 | |||
| 10.30 | Assignment and Assumption and Management Agreement | Form 8-K | January 25, 2011 | |||
| 10.31 | Securities Purchase Agreement | Form 8-K | January 7, 2013 | |||
| 10.32 | Amendment 1 to Securities Purchase Agreement | Form 8-K | January 25, 2013 | |||
| 10.33 | Agreement of Sale | Form 8-K | January 31, 2013 | |||
| 10.34 | Member Interests Purchase Agreement by and between the Company and Courtney Smith | Form 8-K | March 19, 3013 | |||
| 10.35 | Management and Investor Rights Agreement | Form 8-K | May 10, 2013 | |||
| 10.36 | Subordinated Promissory Note and Conversion Agreement between the Company and Jia Hui New Climate Investment Ltd. | Form 8-K/A | December 5, 2013 | |||
| 10.37 | Warrant to purchase common stock issued to Jia Hui New Climate Investment Ltd. | Form 8-K | December 4, 2013 | |||
| 10.38 | Settlement agreement between the Company, GAIM and FireRock | Form 8-K | December 12, 2013 | |||
| 10.39 | Convertible Promissory Note and Warrant Purchase Agreement | Form 8-K | December 19, 2014 | |||
| 10.40 | Master Services Agreement with HCAS | Form 8-K | January 29, 2018 | |||
| 10.41 | Securities purchase agreement with UAHC Ventures | Form 8-K | December 22, 2017 | |||
| 10.42 | Convertible promissory note with UAHC Ventures | Form 8-K | December 22, 2017 |
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| 10.43 | Warrant issued to UAHC | Form 8-K | December 22, 2017 | |||
| 10.44 | John Matthews GAHC Chairman agreement | Form 8-K | December 15, 2017 | |||
| 10.45 | John Matthews GAHC employment agreement | Form 8-K | December 15, 2017 | |||
| 10.46 | Kathryn Weisbeck GAHC employment agreement | Form 8-K | December 15, 2017 | |||
| 10.47 | John Matthews GES Chairman agreement | Form 8-K | December 15, 2017 | |||
| 10.48 | John Matthews GES employment agreement | Form 8-K | December 15, 2017 | |||
| 10.49 | Kathryn Weisbeck GES employment agreement | Form 8-K | December 15, 2017 | |||
| 10.50 | Stock purchase agreement with Nikolaos Spanos | Form 8-K | October 21, 2015 | |||
| 10.51 | John Matthews GAHC employment agreement | Form 8-K | August 11, 2015 | |||
| 10.52 | Anthony Crisci GAHC employment agreement | Form 8-K | August 11, 2015 | |||
| 10.53 | Kathryn Weisbeck GAHC employment agreement | Form 8-K | August 11, 2015 | |||
| 10.54 | Convertible promissory note and warrant purchase agreement with Apollo Capital | Form 8-K | July 6, 2015 | |||
| 10.55 | Convertible promissory note with Apollo Capital | Form 8-K | July 6, 2015 | |||
| 10.56 | Convertible promissory note with Capitoline Ventures II | Form 8-K | July 6, 2015 | |||
| 10.57 | Consulting agreement with Complete Advisory Partners | Form 8-K | June 24, 2015 | |||
| 10.58 | Allonge Agreement with St. George Investments LLC dated 1/7/19 | Form 8-K/A | January 15, 2019 | |||
| 10.59 | 1st Amendment to Allonge Agreement with St. George Investments LLC dated 2/6/19 | Form 8-K/A | February 13, 2019 | |||
| 10.60 | Amendment to Convertible Promissory Note dated February 27, 2023 by TrueVote, Inc. and Global Election Services, Inc. | Form 10-Q | March 30, 2026 | |||
| 10.61 | Stockholders Agreement, dated as of February 27, 2023, by and between TrueVote, Inc. and Globa Election Services, Inc. | Form 10-Q | March 30, 2026 | |||
| 10.62 | Warrant to Purchase Common Stock issued on February 27, 2023 in favor of Pedram Hasid. | Form 10-Q | March 30, 2026 | |||
| 10.63 | Warrant to Purchase Common Stock issued on February 27, 2023 in favor of Brett Morrison | Form 10-Q | March 30, 2026 | |||
| 10.64 | Settlement Agreement and Mutual Release between Global Arena Holding, Inc. and Global Election Services, and Brett and Christian Pezzuto dated February 12, 2024 | Form 10-K/A | July 11, 2024 | |||
| 10.65 | Amendment to Settlement Agreement and Mutual Release between Global Arena Holding, Inc. and Global Election Services, and Brett and Christian Pezzuto dated April 19, 2024 | Form 10-K/A | July 11, 2024 | |||
| 10.66 | 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. | Form 8-K | July 8, 2025 | |||
| 10.67 | 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. | Form 8-K | September 5, 2025 | |||
| 10.68 | 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. | Form 8-K | March 3, 2026 | |||
| 10.69 | 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. | Form 8-K | March 3, 2026 | |||
| 14.1 | Code of Ethics | Form 10-KSB | December 17, 2003 | |||
| 21.1* | List of Subsidiaries | Filed herewith | ||||
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||
| 101.INS* | XBRL Instance Document | Filed herewith | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | Filed herewith | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | ||||
| 104* | Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith |
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
ITEM 16. 10-K SUMMARY
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Global Arena Holding, Inc. | ||
| Date: August 11, 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 11, 2026 | ||
| John S. Matthews | (principal executive officer, principal financial officer, and principal accounting officer) | |||
| /s/ Facundo Bacardi | Director | August 11, 2026 | ||
| Facundo Bacardi | ||||
| /s/ Martin Doane | Director | August 11, 2026 | ||
| Martin Doane |
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