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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, ~~2023~~2024

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

For the transition period from to

Commission file number: 000-49819

GLOBAL ARENA HOLDING, INC.

(Exact name of ~~Company~~registrant as specified in its charter)

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

~~208~~1159 2nd ~~East 51 Street~~Avenue, ~~Suite 112~~Ste 454, New York, NYNew York ~~10022~~10065

(Address of principal executive offices, including zip code)

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

Securities registered pursuant to Section 12(b) of the Act: ~~None~~

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclass ~~Section~~Trading 12Symbol(gs) Name of ~~the~~each ~~Act: Common~~exchange ~~Stock,~~on ~~$0.001~~which ~~par~~registered ~~value~~N/A N/A N/A

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

Common Stock, $0.001 par value

(Title of class)

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

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

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate website, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(section~~Exchange Act ~~232.406~~ of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or ~~for~~ such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes ☒ ☐ No ☐☒

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule 405 orof ~~15(d)~~Regulation ofS-T ~~the~~(section ~~Securities~~232.405 ~~Exchange~~of ~~Act~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for at least the part 90 days~~. Yes ~~☐ No~~ ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated~~company ~~filer,~~(as andefined ~~accelerated~~in ~~filer,~~Rule ~~a non~~12b-~~accelerated~~2 ~~filer,~~of athe ~~smaller reporting company, or emerging growth company~~Act).

~~Large accelerated filer~~ Yes ☐ ~~Accelerated~~No ~~filer ☐ Non-accelerated filer ☐ Smaller reporting company~~ ☒ ~~Emerging growth company ☐~~

IfThe aggregate anmarket ~~emerging~~value ~~growth~~of ~~company, indicate by check mark if~~ the registrant’s ~~has~~voting ~~elected~~and ~~not~~non tovoting ~~use~~stock ~~the~~held ~~extended~~by ~~transition~~non-affiliates ~~period~~of ~~for~~the ~~complying~~registrant ~~with~~as ~~any~~of ~~new~~June or30, 2025, ~~revised~~was ~~financial~~approximately ~~accounting standards provided pursuant to Section 13(a) of the Exchange Act~~$169,535. ☐

~~Indicate~~As of bySeptember ~~check~~26, ~~mark~~2025, ~~whether~~ the ~~registrant~~number isof ashares ~~shell~~of ~~company~~the ~~(as~~registrant’s ~~defined~~common instock, ~~Rule~~par ~~12b-2~~value ~~of the Exchange Act)~~$0.001, outstanding ~~Yes~~was ~~☐ No ☒~~1,695,351,226.

~~State~~DOCUMENTS INCORPORATED ~~the~~BY aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The market value of the registrant’s voting $0.001 par value common stock held by non-affiliates of the registrant on June 28, 2024, was approximately $443,964. REFERENCE

~~Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date~~None. ~~The number of shares outstanding of the registrant's only class of common stock, as of June 28 2024 was 1,479,879,507 shares of its $0.001 par value common stock.~~

No documents are incorporated into the text by reference.

Global Arena Holding, Inc.

Form 10-K

For the Fiscal Year Ended December 31, ~~2023~~2024

Table of Contents

	Page
Part I
Item 1. Business	4
Item 1A. Risk Factors	1410
Item 1B. Unresolved staff comments	14
Item 1B. Unresolved Staff Comments	14
Item 1C. Cybersecurity	14
Item 2. Properties	14
Item 3. Legal Proceedings	14
Item 4. Mine Safety Disclosures	15
Part II
Item 5. Market for Company's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	16
Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	16
Item 6. Selected Financial Data	19
Item 6. [Reserved]	18
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	24
Item 8. Financial Statements and Supplementary Data	25
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5857
Item 9A. Controls and Procedures	5857
Item 9B. Other Information	5857
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	57
Part III
Item 10. Directors, Executive Officers and Corporate Governance	5958
Item 11. Executive Compensation	6162
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6263
Item 13. Certain Relationships and Related Transactions, and Director Independence	6264
Item 14. Principal Accountant Fees and Services	6264
Part IV
Item 15. Exhibits, Financial Statement Schedules	63
Item 15. Exhibits and Financial Statement Schedules	65
Signatures	68
Item 16. Form 10-K Summary	68
Signatures	69

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K for the year ended December 31, 2024 may constitute “forward-looking” statements. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words “estimate,” “plan,” “anticipate,” “expect,” “intend,” “believe,” “target,” “budget,” “may,” “can,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Forward-looking statements address activities, events or developments that we expect or anticipates will or may occur in the future and are based on current expectations and assumptions.

These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. See our other reports filed with the Securities and Exchange Commission (the “SEC”) for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that we believe are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Annual Report, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this Annual Report speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Risk Factors and the Summary of Risk Factors in Item 1A. Risk Factors of this Annual Report.

PART I

ITEM 1. BUSINESS

Global Arena Holding, Inc. (“~~the Company~~GAHI”) was formed in February 2009, ain the state of Delaware. ~~corporation~~GAHI and its subsidiaries (collectively, the “Company”) is organized as a holding company. ~~The~~We ~~Company~~ became a public ~~company~~ on ~~May 18,~~ 2011, when itwe ~~successfully~~ completed a reverse merger with China Stationery and Office Supply, Inc., an OTC Bulletin Board company. We were previously a financial services firm and are currently focusing on the businesses detailed below through our subsidiaries, Global Election Services, Inc. (“GES”) and Fortis Industria LLC.

~~The~~Global Election ~~Company currently has three subsidiary companies.~~Services

~~The~~GES, ~~Company~~formed on February 25, ~~GAHI~~2015, ~~Acquisition~~provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, ~~Tidewater~~labor ~~Energy~~unions, ~~Group~~political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES dohas ~~not~~developed ~~trade~~proprietary election ~~crypto~~software ~~currency~~for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, ~~nor~~as dowell ~~they~~as ~~participate~~proprietary inelection ~~Initial~~software ~~Coin~~for ~~Offerings~~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.

1)GES is ~~Global~~also ~~Election~~working ~~Services~~with ~~(GES)~~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, formed on February 25, 2015, provides comprehensive technology-enabled paper Absentee/Mail Ballot and Online 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 that are developing Blockchain Technology for a data storage and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and Internet voting.

The Company has also signed a Letter of Intent to acquire the assets of Election Services Solutions including all clients, contracts and employment contracts. This asset purchase is currently pending.

GES Acquisition of Election Services Solutions, LLC

On March 25, 2021, ~~the~~GES ~~Company~~ entered into a second amended purchase agreement (~~APA) with Election Services Solutions. Under~~ the ~~second~~“Second APA”) ~~the Company entered into an amended asset purchase agreement~~ with Election Services Solutions, LLC (“ESS”). Under the ~~amended~~Second APA, ~~the~~GES ~~Company~~agreed ~~will~~to purchase 100% of the assets of Election Services Solutions, ~~LLC~~for ~~and the Company will pay~~ $650,000, (of which $511,150 ~~has~~was already ~~been~~ paid,) and ~~issue~~the issuance of 40,000,000 ~~common~~ shares toof ~~purchase~~common ~~these assets under this second amended APA~~stock. This APA replaces the first amended purchase agreement, ~~signed~~dated on May 10, 2019. ~~wherein~~GES ~~the~~derives ~~Company~~over ~~was to purchase 100~~80% of ~~the~~its ~~assets~~current ofbusiness ~~Election~~from ~~Services Solutions, LLC~~ESS. ~~The~~ ~~Company~~On ~~was~~August ~~to pay $550~~2,~~000,~~ ~~of which $511~~2024,~~150~~ ~~has~~GES ~~already~~entered ~~been~~into ~~paid,~~a ~~and~~convertible promissory ~~issue~~note ~~20,000,000~~agreement ~~common~~with ~~shares~~the toformer ~~purchase~~Managing ~~these~~Director ~~assets~~of ~~under~~ESS ~~this~~to ~~first~~finalize ~~amended~~the ~~APA.~~purchase ~~GES derives over 80 %~~ of ~~its~~GES. ~~current~~The ~~business~~note ~~from~~has ~~Election~~a ~~Services~~principal ~~Solutions.~~amount ~~Management~~of $138,850 ~~anticipates~~due ~~the~~in ~~closing~~October of15, ~~this~~2025 ~~transaction~~with ~~will~~an ~~occur~~annual ininterest ~~the~~rate ~~third quarter~~ of ~~2024~~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.

~~The~~Fortis Industria, ~~ESS asset acquisition will give GES the ability to expand into the following areas:~~LLC

•On January ~~Alumni~~26, ~~Associations~~2023, –we ~~The~~filed ~~ESS~~Articles ~~team~~of ~~formally~~Organization ~~ran~~with ~~elections~~the ~~for~~State ~~Alumni~~of ~~organizations~~Nevada ~~for~~to ~~over~~create 25a ~~years~~limited ~~with~~liability ~~memberships~~company ~~from~~called ~~5,000~~Fortis ~~to 200~~Industria,~~000~~ LLC. •We ~~Labor~~own ~~Unions~~90% –of ~~The~~the ~~ESS~~member ~~Management~~interests. ~~team~~John ~~has a more than 40-year history in administering elections to organized labor unions~~S. •Matthews, ~~Pension~~an ~~and~~officer ~~Retirement Groups – The ESS team formally ran elections for Pension~~ and ~~Retirement~~director ~~groups~~of ~~for over 25 years with memberships from 300~~GAHI,~~000.~~ •owns ~~Credit~~5% ~~Unions~~of –the ~~The~~member ~~ESS team formerly ran elections for Credit Unions for over 25 years with memberships from 100,000 to 500,000~~interests. •Fortis is ~~Professional~~currently ~~Trade~~discussing ~~Associations~~potential –new ~~The ESS team formerly ran elections for Professional Trade Associations for over 25 years with memberships from 30,000 to 50,000~~acquisitions.

~~GES~~Tidewater Energy ~~Current~~Group ~~Business~~Inc.

AsOn November ~~one~~19, of2019, ~~the~~we ~~United~~formed ~~States~~Tidewater ~~premier~~Energy ~~providers~~Group ~~of comprehensive election services~~Inc., ~~GES~~a ~~focuses~~51% ~~on efficiency~~subsidiary, ~~accuracy, integrity and security. GES prides itself on being able~~ to ~~provide~~explore ~~flawless~~opportunities ~~results~~in ~~regardless of~~ the ~~size~~oil, orgas, ~~complexity~~mineral, ofand ~~the project~~energy business. ~~GES~~We ~~helps~~closed ~~organizations~~Tidewater ~~manage~~Energy ~~elections,~~Group ~~strengthen~~Inc. ~~corporate~~on ~~governance,~~December ~~increase member participation~~31, ~~and reduce costs~~2024.

Today’s election officials take on tremendous responsibility in managing all aspects of the voting process from selecting products to ensuring fair elections and every phase in between. In an industry that is constantly evolving, these tasks become more challenging every day. GES provides full-service technology enabled election solutions to clients while offering the experience, support, security, and capacity needed to meet ever-changing client needs now and in the future. GES believes it is unique in its ability to integrate multiple methods of voting; customers can hold elections via Paper Ballots by mail or in person, Internet Voting, or any combination of these methods, which GES refers to as Hybrid elections. Every project begins with a full review of the bylaws to ensure total compliance. GES then prepares a formal project plan and timeline. An experienced Election Administrator manages every facet of the project, while keeping the client fully informed every step of the way. GES provides telephone and/or email support for any procedural questions and help for management as well as voters. GES projects enhance the image of professionalism of the client organization, providing our clients with peace of mind every step of the way.

The GES’ senior management team has conducted approximately over 8,675 elections, involving more than 40,000,000 voters. Each organized labor election result requires an election certification submitted to the US Department of Labor, and for over 40 years, not one of our elections has been overturned.

Election security is an absolute priority for GES. We have seen emotions run high in many projects. Our focus on the security and confidentiality of election information diffuses most concerns and creates a broad consensus that the project is being conducted correctly and impartially. Election Committees regularly observe our processing and tabulation activities.

Paper Ballots; Absentee/Mail and In-Person Voting

GES management has been handling paper mail ballot and in-person elections for Labor Unions, Associations, and other private organizations for over 40 years. This process starts with a nominations meeting, creation and printing of the ballot and all materials. For an Absentee/Mail election, ballot packages are mailed to all eligible voting members. On the voting/tabulation day, GES collects the mail and uses the proprietary registration system that we developed to authenticate and register voters by scanning a barcode on the Business Reply Mail envelope with the ballot inside. For an in-person election, voters are authenticated in our system, and they sign a digital signature pad for registration. The authentication is based on a database provided by the client and any ineligible or challenged votes are removed. Once this list of valid voters has been compiled, we open the envelopes with identifiers and pull out the secret ballot envelope/sleeve containing the ballot. Once the ballots are pulled from the secret ballot envelopes/sleeves, we scan them using our proprietary software and hardware system to tabulate the votes. We uphold the essential requirements that the vote is secret, and each voter only gets one vote.

Organized Labor/Unions

Organized Labor Unions and their memberships in the United States are represented at the Local level, the regional level, and the international level. The smallest membership totals are at the Local level, groups of locals in a geographical area combine to make up a regional level, and all members belong to an International Level. Elections occur in all these groups and subsets of them, which means that there could be multiple votes for the same union throughout the year, with GES charging a per-member fee for each one. Most Nominations and Officer Elections for union leaders occur every two to three years. Additionally, GES is regularly involved in other types of elections, including: Strike Votes, Contract Ratifications, Delegate Nominations, Dues Increases, Assessments, By-Law Changes and Unexpired Term Votes, all of which can be done online. Each union has by-laws that dictate the process and how often these elections occur. Due to our experience, it is a natural progression for GES to expand into administering Regional and International elections, which GES has already begun to do.

In the fourth quarter of 2016, the U.S. Department of Labor (DOL) released official guidelines for voting online. Since then, we have worked to develop our systems to offer our customers the most advanced software available today. The DOL announcement has encouraged many unions to look into this option for non-officer elections because it is not only a more efficient process, but there is also a significant cost savings for the client.

Residential Organizations, Co-op/Condos

GES has been conducting elections for Homeowner and Co-Op Organizations for more than forty years. At GES, we understand the sensitivity of the project, and the need to present a flawless experience to the owners. GES is the independent and impartial third-party Organizations can trust to manage an election and provide an organization with the tools essential to strong leadership and good governance. GES provides complete management of an election project, from initial design of voting materials through tabulation. We support in-person, paper mail, and Internet voting using ballots or proxies. Signature verification, slates, and weighted, or share, voting are standard. No activity proceeds unless there is a quorum present. Interim results are available immediately and certified results normally follow within 24 hours. The GES Team has conducted elections at properties with fewer than 200 Membership Interests, and with more than 10,000. We have also conducted lotteries for public housing agencies including Section 8 Housing.

Now more than ever it is important to know what property owners are thinking. For many clients, we've included a limited set of survey questions on the proxy for the Board election. This technique has proven effective in capturing voter interest and stimulating turnout, in addition to providing valuable feedback on the important issues. GES can develop a regular program of surveys to help the client more effectively gauge members' views on needed improvements, regulatory matters, or other association-related issues. This interaction is made even easier utilizing GES’ online voting platform.

GES Developed Election Technology

Voter Authentication and Registration Software

GES has worked diligently to create a very specific proprietary registration election software that functions in authenticating and registering voting members in a data look-up system. In the event of an In-Person election, a voter ID can be scanned, or information typed in to pull that voter up. A digital signature is then captured and saved to complete the voter’s registration and is available in a final list of ‘Who Voted”. In the event of a Mail Ballot, a barcode on the Business Reply Envelope is scanned and the status of that member is identified. If the member is not eligible to vote, that ballot is removed from the count. Additionally, if a member requests a replacement ballot and mails back that and the original, the system will flag the duplicate ballot, which is removed from the valid ballots ensuring only one ballot from each voter is counted. Because we must account for every single ballot, the system has multiple reporting options where we may deliver to the client the list of members who mailed in a ballot but were not able to vote, detailing the reason.

Scanning and Tabulation Software

The GES proprietary scanning election software is advanced OMR/OCR/Barcode scanning and tabulation software featuring de-skewing, de-speckling, and image correction. The computer hardware utilizes high-speed optical scanners and 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 and brings the opportunity for GES to compete for larger elections. GES began successfully deploying this system in our elections during the third quarter of 2017.

Online Voting

GES has a current client base of hundreds of unions. GES is committed to providing a comprehensive, secure voting platform, using state of the art technology for election officials charged with running their elections. We also offer the option for a “hybrid” election, which allows members to choose a Mail Ballot, In Person and/or Online Voting options, while ensuring no one votes twice. GES strives to build a user experience that limits human error and makes the voting process as easy and seamless as possible while ensuring the highest level of secrecy, security, and One Voter = One Vote integrity that we have been committed to for nearly 4 decades.

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 one of the most secure global infrastructures Amazon Web Services (AWS) which 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 offering (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 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 anomalously, so that the identity of the voter and the ballot cast can never be matched. The GES voting platform verifies that the users does 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. The GES platform also provides voting features such as posting documents like candidate statements, pictures, contracts, or amendments to be voted on.

Current GES Technology Providers

GES is currently working with the following software individuals, companies with our efforts being dedicated to:

• Ensuring the highest level of security protocols that comply with all necessary standards • Developing a Registration System supported by Blockchain Technology for security • Building an interface that is instinctive and user-friendly • Customizing for specific sectors’ rules and requirements • Allowing for scalability while maintaining integrity • Growing our client list by offering high quality technology solutions

By working with Magdiel Rodriguez, Imaging 101, True Vote Inc, Voatz Inc, and Blockchain Valley Ventures, GES is working to design and create information technology and information systems management including software development services, infrastructure, network, support, corporate security, and risk management.

Imaging 101 is a technology company, TrueVote Inc, Voatz Inc are Blockchain technology companies and Blockchain Valley Ventures is Blockchain Advisory company.

Working Relationship with Magdiel Rodriguez

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 15,000,000 million common shares in return for his software expertise in the development of GES election software. This new ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a total of 30,000,000 warrants to purchase the Company’s common shares at a price of $0.005 as consideration for the services of HCAS and Mr. Magdiel Rodriquez. Mr. Rodriguez has over 25 years’ experience in the areas of Information Security, Enterprise Risk Management and Compliance, Information Technology and Operations including 21 years with Visa Inc. where he performed as Senior Business Leader of Information Security. Magdiel has extensive experience in a broad range of areas related to Information Security, Network Engineering, and Enterprise Governance, Risk and Compliance and Payment networks within the financial industry. Management anticipates the closing of this transaction will occur in the first quarter or early third quarter of 2024.

Working Relationship with Imaging 101

Imaging 101, a technology company based in Ft. Lauderdale, FL has developed for GES a specific registration software that functions in authenticating and registering voting members in a data look-up system. In the event of an In-Person election, a voter ID can be scanned, or any information typed in to pull that voter up. A digital signature can also be captured and saved for the final list of ‘Who Voted”. In the event of a Mail Ballot, a barcode on a Business Reply Envelope is scanned and the status of that member is identified. If the member is not eligible to vote, that ballot is removed from count. Because we must account for every single ballot, the system has multiple reporting options where we may deliver to the client the list of members who mailed in a ballot but were not able to vote, detailing the reason.

Imaging 101 also developed for GES an advanced OMR/OCR/Barcode scanning and tabulation software 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 and brings the opportunity for GES to compete for larger elections.

GES Investment in TrueVote Inc.

GES on January 21, 2022 signed a Master Service Agreement with Voatz Inc, provide a secure voting platform requiring specific proprietary software that allows for secure online rank choice voting tabulator system , and retained Voatz Inc to create a readiness evaluation and related technical services to GES in the 2nd and third quarter of 2022. GES has a continuing working relationship with Voatz Inc. relating to online voting for non-officer Department of Labor elections.

2) Tidewater Energy Group Inc.

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members. The Company was formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized; par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020. The Company plans to close Tidewater Energy Group Inc. in the third quarter of 2024.

3) GAHI Acquisition Corp.

On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of Directors to infuse an initial deposit of $50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition was to be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company caused GAHI Acquisition to explore opportunities in the energy and minerals business which may have provided investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. The Company added Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company’s Board of Directors authorized the termination of the transaction previously authorized to infuse an initial deposit of $50,000 into GAHI Acquisition for general capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. GAHI Acquisition will remain a 100% subsidiary of the Company and will focus on Blockchain related companies for investments and acquisition. The Company plans to close in the third quarter of 2024.

4) Fortis Industria, LLC

On January 26, 2023, the Company filed Articles of Organization with the State of Nevada to create a limited liability company called Fortis Industria, LLC. The Company owns 90% of the member interests. John S. Matthews, an officer and director of the Company owns 5% of the member interests.

Fortis is currently discussing potential new acquisitions. Fortis did not enter into a purchase and sale agreement with RPM Management LLC, to purchase 51% ownership of 152 oil wells located in Oklahoma, USA. There are currently 46 producing wells, with 23 oil wells to be opened in the next 12 months, with a remaining 83 wells to be opened thereafter.

5) Enfield Exploration Corp.

On March 28, 2023, GES entered into a non-binding letter of intent with Enfield Exploration Corp., a corporation existing under the laws of the Provinces of British Columbia, Albert and Ontario, whereby Enfield will acquire the business of GES. The purchase price shall be the issuance of 10,000,000 shares of Enfield at a deemed price of USD$0.50 per share in exchange for all of the issued and outstanding shares of GES. This transaction was terminated on September 1, 2023.

6) 1329291 B.C. Ltd.

On November 29, 2023 the Company signed an amended and restated non-binding letter of intent letter that sets out the terms and conditions pursuant to which 1329291 B.C. Ltd. a company incorporated under the laws of the Province of British Columbia and a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, will acquire all of the issued and outstanding equity securities and securities convertible into equity securities of Global Election Services Inc. The purchase price shall be the issuance of 22,000,000 common shares of 1329291 B.C. Ltd. at a deemed price of USD$0.25 per share in exchange for all of the issued and outstanding shares of GES. The Company is still reviewing the viability of such a transaction and will have an update in the third quarter 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. ~~4) The diversification of Tidewater Energy Group Inc.~~

91) 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.

1)In the ~~Management~~U.S. ~~believes~~ there isare an3,007 ~~opportunity~~counties, in64 ~~conducting~~parishes, ~~United~~19 ~~States~~organized ~~and~~boroughs, ~~Foreign~~11 ~~Government~~census ~~Elections.~~areas, ~~GES’~~41 ~~senior~~independent ~~Management~~cities, ~~teams’~~and ~~primary~~the ~~business~~District ~~for~~of ~~over~~Columbia, all 40of ~~years~~whom ~~has~~are ~~been~~responsible ~~mail/absentee~~for ~~ballot~~purchasing ~~elections.~~and ~~The~~updating ~~market~~election ~~for GES~~machines ~~conducting~~and ~~paper/mail~~software. ~~ballot~~Each ~~elections~~municipal ~~grew~~county ~~exponentially~~individually inpurchases election ~~January~~voting machines under the guidance of ~~2017,~~their ~~when~~own ~~first~~State’s ~~President~~Secretary ~~Barack~~of ~~Obama~~State, ~~and~~recommendations ~~then~~from ~~President~~the ~~Donald~~National ~~Trump~~Association of ~~designated~~Secretaries ~~U.S.~~of ~~Elections~~State ~~“Critical~~(NASS), ~~Infrastructure”~~and local election regulations.

~~In the~~ The U.S. ~~there are 3~~government,~~007~~ ~~counties,~~through 64the ~~parishes,~~Elections 19Assistance ~~organized~~Commission ~~boroughs~~(EAC), 11certifies ~~census~~election ~~areas,~~software ~~41 independent cities,~~ and ~~the~~hardware ~~District~~for ofuse ~~Columbia,~~in ~~all of whom purchase updated Election Machines and Software~~U.S. 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 government elections.

The size ~~United~~and ~~States~~scope ~~Government,~~of ~~through~~ the ~~Elections~~opportunity ~~Assistance~~in ~~Commission,~~U.S. ~~certifies~~government ~~election~~elections ~~software~~is ~~and~~reflected ~~hardware~~in ~~for~~recent ~~use~~federal infunding legislation for U.S. ~~Government Elections~~municipalities.

~~The~~On March ~~size~~27, 2020, President Donald J. Trump signed the Coronavirus Aid, Relief, and ~~scope~~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 ~~opportunity~~COVID-19 inpandemic USduring ~~Government~~the ~~elections~~2020 ~~can~~federal beelection ~~measured~~cycle. inThe ~~recent~~U.S. ~~legislation~~Election ~~providing~~Assistance Commission (EAC) distributed the supplemental funding to USsupport ~~municipalities~~election security and access in response to the pandemic.

On December ~~March 27~~20, ~~2020~~2019, President ~~Donald J.~~ Trump signed the ~~Coronavirus~~Consolidated ~~Aid,~~Appropriations ~~Relief, and Economic Security~~ Act ~~(CARES~~of ~~Act)~~2020 into law. The Act ~~includes~~included $~~400~~425 million in new ~~Help America Vote Act (~~ HAVA) ~~emergency~~ funds, made available. toOn ~~states~~March ~~to prevent~~23, ~~prepare for~~2018, ~~and~~President ~~respond~~Trump tosigned the ~~coronavirus~~Consolidated ~~for~~Appropriations ~~the~~Act ~~2020~~of ~~federal~~2018 ~~election~~into ~~cycle. This supplemental appropriation funding~~law, ~~distributed~~which byincluded $380 ~~the~~million ~~U.S.~~in ~~Election~~Help ~~Assistance~~America ~~Commission~~Vote Act (~~EAC~~HAVA), ~~will~~grants ~~provide~~for states ~~with additional resources~~ to ~~protect~~make ~~the~~election ~~2020~~security ~~elections from the effects of the novel coronavirus~~improvements.

On December 20, 2019, President Trump signed the Consolidated Appropriations Act of 2020 into law. The Act includes $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.5

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 ~~became~~surged ain ~~page~~prominence ~~one~~during ~~story~~the in 2020 election due to the ~~Coronavirus~~COVID-19 ~~Pandemic~~pandemic. ~~Subsequent~~The ~~accusations~~controversy of surrounding voter fraud claims, ~~compounded~~particularly byfollowing President Trump’s ~~declaring~~assertions that the 2020 U.S. election ~~voting~~was as “rigged” and “fraudulent,” has led to almost 40% of the U.S. ~~Electorate~~electorate ~~believing~~to believe the 2020 election was ~~fraudulent~~compromised.

~~On October~~Verified Market ~~23,~~Reports ~~2019, the Brennan Center has~~ estimated that the ~~national~~global ~~cost~~election ~~for~~management ~~some~~software ofmarket ~~the~~was ~~most~~valued ~~critical~~at ~~election security measures to be~~ approximately $ 2293.25 ~~Billion~~million ~~dollars over the next five years. The opportunity is even greater~~ in ~~the~~2023, ~~midst~~with projections ofto ~~the~~reach ~~coronavirus pandemic~~$737.2 ~~Due~~million toby ~~social distancing requirements~~2030, ~~voters~~reflecting ~~should~~a ~~not~~compound beannual ~~congregating~~growth atrate ~~polling~~(CAGR) ~~locations~~of ~~for In-Person voting~~9.9% ~~Mail~~during ~~and~~the ~~Absentee~~forecast Ballot voting has emerged as a safe alternative to In-Person voting and which is a complicated process that requires a company like GES that has significant experience in conducting Mail Ballot voting to avoid problemsperiod.

~~According~~The EAC toupdated ~~the~~their ~~research~~Voluntary ~~firm~~Voting ~~Business~~System ~~Insights~~Guidelines (~~“BI”~~VVSG), ~~the~~to ~~global~~Version ~~voting/election~~2.0 ~~management software market~~ in ~~2023~~February ~~will reach U~~2021.S. ~~$1.327~~This ~~billion. Furthermore,~~certification ~~the~~process ~~market~~can istake ~~expected~~approximately six to ~~have~~nine amonths, ~~CAGR~~with ofcosts ~~6.27%~~for ~~during~~companies ~~2023~~applying tofor ~~2027. This~~certification ispotentially ~~more~~exceeding ~~robust than certain other forecasts~~$2,000,000. ~~For~~ ~~example,~~With ~~Verified Market Research (VMR) forecasts that~~ the ~~Voting~~ongoing ~~Software~~compliance requirements ~~Market~~across ~~size~~many ~~was~~states, ~~valued~~we atanticipate ~~U.S.~~an ~~$888.5~~annual ~~million~~software inmaintenance ~~2020~~cost ~~and~~of isapproximately ~~projected to reach U.S.~~ $~~1.395 billion by 2028~~250, ~~growing at a CAGR of 5~~000.~~14% from 2021 to 2028.~~

10We 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.

~~The~~As a ~~Elections~~testament ~~Assistance~~to ~~Commission~~our ~~(EAC)~~ability ~~updated~~to ~~their~~administer ~~Voluntary~~municipal ~~Voting~~and ~~System~~government ~~Guidelines~~elections, toduring ~~2.0~~the infirst ~~February~~quarter ~~2021.~~of ~~This~~2020, ~~certification~~we ~~process~~successfully ~~can~~facilitated the ~~take~~statewide ~~approximately~~Presidential 6Primary tofor 9North ~~months~~Dakota ~~and~~Democratic-NPL. ~~companies~~We ~~applying~~administered the statewide polling for ~~certification~~all ~~can~~North ~~spend~~Dakota upresidents who wished to $2vote in the Democratic Presidential Primary by managing a call center,~~000~~ processed over 3,000 ormail ~~more.~~ballot ~~With~~requests, ~~the~~set ~~current~~up equipment, ~~compliance~~and ~~directives~~trained ~~also~~staff inon ~~place~~our proprietary registration software for in-person ~~many~~voting ~~individual~~at ~~States,~~14 locations across the ~~Company~~state, and ~~GES~~processed over ~~anticipate~~14,000 ~~annual~~ballots ~~software~~with ~~maintenance~~our ofproprietary ~~approximately~~scanning ~~$250,000~~and tabulation software system.

~~The~~Our IT ~~Company~~staff ~~and~~customized ~~GES~~our ~~have~~proprietary ~~previously~~voter ~~engaged~~registration software ~~and~~to ~~hardware~~ensure ~~developers~~voters cast only one ballot, whether by mail or in person and set ~~GES~~up issecure ~~currently~~servers ~~preparing~~that ~~request~~processed ~~for~~voter ~~proposals~~sign-in toand ~~assist~~digital signature capture in ~~the~~real ~~development~~time from a database of ~~additional~~over ~~and~~600,000 ~~hardware~~potential voters. ~~development~~We totrained ~~comply~~over 100 volunteers, many with ~~the~~limited ~~EAC~~or ~~2.0~~no ~~Voluntary~~technology ~~Voting~~experience ~~System~~on ~~Guidelines~~how to use the system. ~~This~~After ~~will~~a ~~require~~short tutorial, those volunteers handled the ~~hiring~~increased ofregistration ~~additional~~volume ~~technical~~with ~~software~~ease. ~~employees,~~After ~~and~~the ~~additional~~polls ~~outside~~closed ~~vendors~~and ~~who~~all inthe ~~initial~~votes ~~discussions~~were ~~will~~cast, ~~require~~our ~~fees~~tabulation systems ofprocessed ~~approximately~~the 2ballots ~~million~~using ~~dollars~~our proprietary scanning and ~~stock~~tabulation software system. The 2020 North Dakota Democratic-~~based~~NPL ~~compensation~~Presidential Primary caucus had the largest voter turnout in over a decade.

In an effort further prove GES ability to administer municipal and government elections, GES in the 1st quarter of 2020 administered the private government election space when GES successfully completed the Statewide Presidential Primary for North Dakota Democratic-NPL. GES administered the statewide polling for all North Dakota residents who wished to vote in Democratic Presidential Primary by; managing a call center and 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.6

~~GES’~~We have ITbegun ~~staff~~undertaking ~~customized~~the ~~our~~following ~~proprietary~~six ~~Voter~~step ~~Registration~~benchmarks ~~software~~ to ~~ensure~~qualify ~~voters~~for ~~cast~~the ~~only~~updated ~~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~~U. ~~GES trained over 100 volunteers, many with limited or no technology experience on how to use the system~~S. ~~After~~certification ~~a short tutorial, those volunteers handled the increased registration volume with ease. After the polls closed~~ and ~~all~~is ~~the~~also ~~votes~~considering ~~were~~individual state ~~cast, GES’ tabulation systems processed the ballots using our proprietary Scanning and Tabulation software system~~certifications. ~~The 2020 North Dakota Democratic-NPL Presidential Primary caucus had the largest voter turnout in over a decade.~~

Management believes there is an opportunity in conducting United States and Foreign Government Elections. GES’ senior Management teams’ primary business for 40 years has been mail/absentee ballot elections. The market for GES conducting paper/mail ballot elections grew exponentially in January of 2017, when first President Barack Obama, and then President Donald Trump designated U.S. Elections “Critical Infrastructure”. The effect of these Executive Orders was to refocus the Department of Homeland Security, and the Elections Assistance Commission 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 fifty States.

GES has begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual State certifications.

	Step 1 -	Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards
	Step 2 -	Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications
	Step 3 -	Physical Configuration Audit; Examines the documentation of the system against the actual submitted system
	Step 4 -	System Integration Testing; Executes tests on all components of a system configured as if the system was deployed
	Step 5 -	Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security
	Step 6 -	Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities

Most states have a vote by mail process ~~right now~~. Voters may request an ~~Absentee~~absentee ~~Mail~~mail ~~Ballot~~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. InAccording ~~the~~to ~~2020~~Pew Research ~~election~~Center, ~~69%~~in ofthe ~~voters~~2024 ~~nationwide cast their ballot nontraditionally by mail and/or before Election Day~~U.S. ~~This~~presidential iselection, ~~the~~nearly ~~highest~~70% ~~rate~~ of ~~nontraditional~~voters ~~voting~~opted for anontraditional ~~presidential election since questions regarding~~ voting ~~method~~methods—either ~~have~~early in-person ~~been~~or ~~included~~ mail-in ~~the survey~~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.

11In 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 ~~2020~~reality, ~~43%~~municipal Board of ~~voters~~Elections throughout ~~cast~~the ~~ballots~~U.S. byare ~~mail~~conducting ~~and~~elections ~~another~~annually ~~26%~~for ~~voted~~such inelected ~~person~~positions, ~~before~~such ~~Election~~as: ~~Day~~Governor, Mayor, City Council, State Assembly, State Senate, Members of U.S. InCongress ~~2016~~(House every two years, ~~21%~~Senate ~~mailed~~every insix) ~~their~~Civil ~~ballots~~and Criminal Justices, Sheriffs, School Boards, Village Trustees, etc. In short, most State and ~~19%~~local ~~voted~~municipal inBoard ~~person~~of ~~prior~~Elections toare ~~Election~~in ~~Day.~~the ~~(US~~market ~~Census~~purchasing ~~Bureau~~software ~~4/29/21)~~and hardware every year.

~~Most~~2) Management ~~individuals~~also ~~think~~sees ~~only~~an ofopportunity ~~the~~in ~~Presidential~~developing ~~election~~and ~~every~~creating ~~four~~Blockchain ~~years~~Voting ~~as the Election. In reality~~Technology, ~~municipal~~and ~~Board~~formerly ofworked ~~Elections~~with ~~throughout~~Blockchain ~~the~~Valley Ventures ~~U.S. are conducting elections annually for such elected positions as; Governor, Mayor, City Council, State Assembly, State Senate, Members of U.S. Congress (House every 2 years, Senate every 6) Civil~~ and ~~Criminal~~TrueVote ~~Justices, Sheriffs, School Boards, Village Trustees, etc~~Inc. ~~In short~~, ~~most~~which ~~State~~management ~~and~~believes ~~local~~could ~~municipal~~positively ~~Board~~impact ofGlobal ~~Elections are~~ in ~~the~~many ~~market~~aspects ~~purchasing~~of ~~software~~its ~~and hardware every year.~~business, including;

2)● ~~Management~~Securely ~~also~~storing ~~sees~~and creating accurate voter registration information on the blockchain. ● Creating an ~~opportunity~~international capability to administer or joint venture in ~~developing~~conducting ~~and~~foreign ~~creating~~government ~~Blockchain~~elections. ~~Voting~~● ~~Technology,~~Creating ~~and~~a issecure ~~working~~Internet ~~with~~voting ~~Blockchain~~record ~~Valley~~on ~~Ventures~~the ~~and~~blockchain ~~TrueVote~~for ~~Inc~~online elections. ● Administer financial services elections, ~~which~~such ~~Management~~as ~~believes~~Proxy’s ~~could~~and ~~positively~~shareholder ~~impact~~votes. ~~Global~~● inDocumenting ~~many~~current ~~aspects~~voting ofapplications. ~~its~~● ~~business~~Reducing cost and time of delivery, ~~including;~~enabling scalability.

• 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).

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 ~~Global Election Services Inc~~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.

4) Tidewater Energy Group was formed for the purpose of creating diversification for the Company. Directed by Jason Old, Tidewater Energy Group brings a number of seasoned, well-respected members of the Energy Industry to the Company.Recent Developments

13In an attempt to retain and grow stockholder value, we have continually attempted to raise capital through equity and debt offerings and have explored a sale of GES. For additional information, see Note 12 to the Company’s consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.

On July 1, 2025, GAHI entered into that certain Asset Purchase Agreement (the “Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition Corp.”); GES; Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).

Asset Purchase. Pursuant to the APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the United States (the “Business”). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The APA excludes specific assets and liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the APA.

Consideration. The total consideration payable to the Company and its shareholders in connection with the transaction include:

	-	$2.3 million in cash, a portion of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the transaction (“Closing”), in exchange for 2,453,333 shares of Series A convertible preferred stock of GES Acquisition Corp. (“Series A Stock”) issued to Easterly;
	-	4,000,000 shares of common stock of GES Acquisition Corp. issued to GES Holding;
	-	Forgiveness of $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance of 1,200,000 shares of Series A Stock; and
	-	Entry into a $2.2 million credit facility agreement between Easterly and GES Acquisition Corp., convertible into Series A Stock under specified conditions.

Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may offer employment to selected GES employees at its discretion; those employees will become “Hired Employees” and transition plans are outlined for benefit coverage and COBRA compliance.

Closing Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals by GES and GAHI; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no material adverse effect on either party from the Effective Date of the APA through Closing. Closing is also conditioned upon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.

Termination. The APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. On August 29, 2025, the parties entered into that certain Amendment No. 1 to the Easterly APA to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

Indemnification. The APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also agreed to indemnify GES and GAHI against liabilities arising from assumed obligations and breaches. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.

Amendment No. 1 to Easterly APA

On August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment No. 1 to the Easterly APA (the “Amendment”) to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

ITEM 1A. RISK FACTORS

~~Not~~You should ~~applicable~~carefully toreview and consider the following risk factors and the other information contained in this Annual Report on Form 10-K for the year ended December 31, 2024. Investing in our common shares is speculative and involves a ~~smaller~~high ~~reporting~~degree ~~company~~of risk. We may face additional risks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business or financial condition. If any of those risks actually occur, the business, financial condition, and results of operations would suffer. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See also “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report. The following discussion should be read in conjunction with the Financial Statements and Notes.

The pending sale of substantially all of the operating assets of our subsidiary has certain risks.

On July 1, 2025, we entered into an Asset Purchase Agreement (the “APA”) with GES Acquisition Corp., Easterly, and related parties, pursuant to which GES Acquisition Corp. agreed to acquire substantially all of the operating assets of our wholly owned subsidiary, GES, relating to its U.S. technology-enabled absentee paper ballot, mail ballot, and online election services business (the “GES Business”). We do not intend to continue operating the GES Business following the closing of the transaction. As a result, upon completion of the transaction, our future operations and financial condition will be entirely dependent on the net proceeds from the sale, our ability to manage retained assets and liabilities, and our success in identifying and pursuing new business opportunities, if any.

The transaction is subject to numerous conditions, including receipt of required stockholder approvals, repayment or settlement of all GES debt, absence of any injunctions or governmental restrictions, and no material adverse change to either party prior to closing. There can be no assurance that these conditions will be satisfied in the anticipated timeframe, or at all, or that the transaction will be completed on the terms currently contemplated. If the transaction is not completed, we may incur significant costs without realizing the anticipated benefits of the sale, and we may not have a viable ongoing business. In such event, we could be forced to consider liquidation, dissolution, or other strategic alternatives under unfavorable conditions.

There are risks related to indemnification and post-closing obligations following the sale of the GES Business.

Under the APA, we and GES have agreed to indemnify GES Acquisition Corp. and Easterly for certain liabilities, including those related to excluded assets and liabilities and breaches of our representations, warranties, or covenants. These indemnification obligations are subject to specified thresholds and caps, including a $100,000 minimum claims threshold and an aggregate cap of $1.375 million for non-fraud claims, but could nevertheless result in material payments by us.

Because we will not be operating the GES Business after the closing, we will not have ongoing business revenues from the GES Business to fund these potential obligations. If we are required to satisfy indemnification claims, we may have to use a portion of the transaction proceeds or other limited resources, which could impair our ability to pursue any new business opportunities or return capital to stockholders. In addition, disputes over indemnification claims could lead to significant legal expenses and management distraction, even if such claims are ultimately resolved in our favor.

If or when the APA closes, we will not continue operations of the GES business.

Following the completion of the sale, we will retain certain excluded assets and liabilities, including pre-closing tax obligations, retained benefit plans and employment agreements, contracts not assigned to the buyer, and any liabilities arising prior to the effective time of the APA. These retained liabilities may require us to expend a portion of the sale proceeds or other resources, reducing the funds available for other uses.

The value of the consideration we expect to receive—comprising $2.3 million in cash (a portion of which will be used to repay debt and expenses at closing), equity in GES Acquisition Corp., forgiveness of $1.125 million of debt owed to Easterly to be satisfied through the issuance of 1,200,000 shares of Series A Stock, and the benefits of a $2.2 million credit facility—may be less than anticipated or may not be readily convertible into cash. The value of any equity consideration will depend on the future performance of GES Acquisition Corp., which is uncertain and outside our control.

Given that we do not plan to continue operations of the GES Business after closing, our ability to generate future revenue will be limited, and our financial health will depend largely on how we manage the proceeds from the sale and address retained liabilities. If we are unable to deploy the sale proceeds effectively, identify and execute a new business strategy, or return value to our stockholders, our stock price and overall value could be materially and adversely affected.

You could lose your entire investment.

Our securities are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss of the entire investment.

Our auditors have raised substantial doubt about our ability to continue as a going concern.

We do not have sufficient working capital necessary to pursue its business objectives, our auditors have expressed their opinion that we may fail in the future if we do not generate revenue and profits in the near future. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of December 31, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital through equity and/or debt offerings, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

To continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by seeking equity and/or debt financing sufficient to meet our minimal operating expenses and for specific project financing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.

The sale or issuance of a substantial number of our common shares will likely negatively affect the market price of our common shares.

The future sale of a substantial number of common shares in the public market, or the perception that such sales could occur, could significantly and negatively affect the market price for our common shares. We may also issue common shares as part of any strategic acquisitions we may engage in or for other business purposes, which would dilute your interest in our business. Also, common shares issued in this manner could negatively affect the market price of our common shares.

We do not intend to pay cash dividends on our common shares in the foreseeable future.

Any payment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors. We do not anticipate paying cash dividends on our common shares in the foreseeable future. Furthermore, we may incur indebtedness that may restrict or prohibit the payment of dividends.

Developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability.

Performance in the elections industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. It is difficult to predict if uncertain and unfavorable market and economic conditions will arise in 2025, which will cause market and economic conditions to deteriorate.

Our subsidiary faces intense competition in these uncertain financial times and their financial results can be negatively affected.

All aspects of elections technology are highly competitive. The firms that our subsidiary compete with include large well-known firms who have substantially greater financial and personnel resources. Our subsidiary competes for business based on our experience in the industry, its ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively affect their operations.

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.

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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

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 third parties GES utilizes, may result in unauthorized access to our systems and data, and cause irrevocable damage to the Company.

Cyberthreats in the election industry are constantly evolving and becoming increasingly difficult in detecting and successfully defending against them. Threat actors, including individual and groups of hackers and sophisticated organizations, including nation-states, state-sponsored organizations, or cybercriminal groups, can pose a threat to GES customers and GES election software infrastructure. Threat actors may also utilize emerging technologies, such as AI and machine learning. Our current capabilities may not detect certain vulnerabilities or new attack methods.

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. Failure to effectively prevent or respond to such incidents could materially and adversely affect the Company and businesses operations and financial condition.

Governance

Our Board of Directors considers cybersecurity risk as part of its oversight function. Management is responsible for assessing and managing our material risks from cybersecurity threats. Management has primary responsibility for overall cybersecurity risk management and is responsible for updating the Board, as necessary regarding significant cybersecurity incidents.

ITEM 2. PROPERTIES

~~The~~Our corporate ~~Company maintains a holding~~ address atis ~~208~~1159 ~~East~~2nd ~~51st Street~~Avenue, ~~Suite~~Ste. ~~112~~454, New York, NYNew ~~10022~~York 10065. During the years ended December 31, ~~2023,~~2024 and ~~2022~~2023, the Company paid $1213,~~475~~434 and $1712,~~344~~475 for all office, storage, and other expenses, respectively.

ITEM 3. LEGAL PROCEEDINGS.

~~The Company~~ 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, ~~the~~we ~~Company~~ entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, ~~the~~we ~~Company~~ 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 ~~the~~we ~~Company~~were ~~shall~~to pay the prior attorney ~~Two Hundred Nineteen Thousand, Five Hundred and Seventy Six Dollars (~~ $219,576). OnAs ~~January 27, 2021, the Company made a payment~~ of ~~$5,000, on April 12, 2021,~~ the ~~Company~~date ~~made a payment~~ of ~~$15,000,~~this onAnnual ~~August 6~~Report, ~~2021,~~we ~~the~~have ~~Company~~ made atotal payment of $5,000. On October 1, 2021, the Company made a payment of $5,000 and on November 12, 2021, the Company made a payment of $10,000. On January 7, 2022, the Company made a payment of $5,000 and on February 18, 2022, the Company made a payment of $5,000. On May 5, 2022 the Company made payments of $575,000 ~~and~~toward ~~on June 22, 2022,~~ the ~~Company~~remaining ~~made payments of $5,000~~balance. ~~On December 5, 2022 the Company made payments of $5,000. On January 13, 2023 the Company made payments of $5,000.~~

On June ~~October 16~~30, ~~2020~~2022, ~~the~~we ~~Company’s~~were ~~subsidiary, Tidewater Energy Group Corp. was~~ named as a defendant in a lawsuit filed in ~~District~~the Supreme Court inof ~~and~~the ~~For Tulsa County,~~ State of ~~Oklahoma,~~New ~~CJ-2020-3172. On January 13~~York, ~~2021,~~Index ~~the~~No. ~~plaintiffs~~651531/2002 ~~added~~by Anthony ~~the~~Crisci ~~Company to the lawsuit~~Jr. The ~~plaintiffs~~plaintiff ~~are~~alleged ~~seeking~~breach ~~damages,~~of ~~disgorgement~~contract and ~~specific~~unjust ~~performance~~enrichment ~~relief~~ relating to aplaintiff’s ~~Purchase~~prior ~~and~~employment ~~Sale~~agreement with ~~Agreement to purchase all of~~ the ~~membership interests in Foster Energy. The~~ Company ~~has obtained counsel to dispute the charges~~. On ~~March~~July 1819, ~~2021~~2023, ~~the~~we ~~Company~~entered ~~filed~~into a ~~motion~~settlement toagreement ~~dismiss~~with ~~and brief in support. The Company asserted that~~ the ~~plaintiffs’~~plaintiff ~~claims are entirely without merit as the Company was not a party to the Purchase~~ and ~~Sale~~paid ~~Agreement~~plaintiff ~~or the related non-disclosure agreement~~$30,000. ~~Tidewater~~The ~~concurrently~~settlement has ~~filed~~been apaid ~~motion~~in ~~to dismiss based on legal remedies available to Tidewater~~full. ~~On December 7, 2022 the case was dismissed with each party bearing their own attorney fees and costs.~~

On March 31, 2022, the Company was named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002. The plaintiff has alleged breach of contract and unjust enrichment. The plaintiff is seeking damages relating to a plaintiff’s prior employment agreement with the Company. The Company has obtained counsel to dispute the charges. On July 19, 2023 the Company entered into a settlement agreement with the plaintiff, requiring the Company to pay $30,000. The Company made payments of $5,000 on September 15, 2023, and $5,000 on November 10, 2023.

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 ~~breach~~nonpayment of ~~contract~~certain ~~for failures to pay monies owned pursuant to~~ promissory notes ~~and for not providing plaintiffs an opportunity to convert their promissory notes to common stock~~. ~~The~~ ~~plaintiffs are asking for money damages in the aggregate amount of $1,565,610.~~ 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 ~~shall~~acknowledged ~~enter into confession of judgment agreements with each of Brett and Christian Pezzuto for~~ the principal and interest due and owing on their respective convertible promissory notes for GAHC and GES (the “GAHC Notes” and “GES Notes”, respectively) through June 30, 2024, which totals to each Brett and Christian the sum of ~~two hundred and thirty-four thousand dollars (~~$234,000) ~~(the~~collateralized by ~~“GAHC~~confessions ~~Settlement~~of ~~Sum”). If~~judgment ~~the~~in ~~Company~~favor ~~does~~of ~~not~~each ~~pay~~of ~~the respective GAHC Settlement Sum to both~~ Brett and Christian ~~prior~~Pezzuto toin ~~June 30, 2024, then Brett and Christian or their agents shall have~~ the ~~right~~sum ~~to enforce the confession~~ of ~~judgment. Brett and Christian have the right, but not the obligation, to convert their respective GAHC Notes at~~ $~~0.001 per share. If Brett and Christian do not elect to convert the GAHC Notes~~234, ~~the GAHC Notes will be paid as described above~~000. In addition, each of Brett and Christian Pezzuto ~~have~~was ~~each been~~ granted ~~seventy five million (~~75,000,000) warrants, for a total of ~~one hundred fifty million (~~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 ~~one hundred seventy-six thousand six hundred forty-one dollars (~~$176,641) (the “GES Notes Sum”) for each Brett and Christian Pezzuto. The GES Notes ~~will~~were to be converted into stock of 1329291 B.C. Ltd ~~which~~in isconnection ~~doing~~with anits proposed acquisition of GES. If The ~~the~~Company ~~GES~~subsequently ~~acquisition~~determined ~~does~~ not ~~take~~to ~~place,~~proceed ~~Brett~~with ~~and~~1329291 ~~Christian~~B.C. orLtd’s ~~their~~acquisition ~~agents~~of ~~shall~~GES. ~~have~~Brett and Christian Pezzuto have the right to enforce the confession of ~~judgement~~judgment ~~agreements~~plus onalleged ~~the~~legal ~~GES~~fees ~~Notes~~of $85,210. On80 oras ~~before~~of ~~June~~January 3015, 2024. On April 22, 2025, the Company paid ~~will reimburse~~ Brett ~~and Christian~~ Pezzuto ~~for~~$234,000 ~~their~~toward ~~actual legal fees and costs incurred through~~ the ~~end of the performance of the~~ settlement ~~agreements~~agreement. ~~This~~ ~~cost~~On isJuly ~~eighty~~1, ~~five~~2025, ~~thousand~~the ~~two~~Company ~~hundred~~paid ~~ten dollars and eighty cents (~~$85234,~~210.80)~~000 asto ofChristian ~~January~~Pezzuto ~~15,~~toward ~~2024~~the settlement agreement. The ~~settlement~~Company’s ~~agreement~~attorneys ~~and~~are ~~the~~currently ~~amendment~~negotiating to the ~~settlement~~final ~~agreement~~payment, ~~have~~and ~~been~~a ~~filed~~settlement ~~with~~of ~~this~~the ~~document~~GES ~~as Exhibit 10~~Notes.~~64 and 10.65.~~

On May 22, 2023, Lim Chap Huat filed a ~~Memorandum of Law in Support of Plaintiff’s~~ Motion for Summary Judgment in Lieu of Complaint ~~Pursuant to CPLR 3213~~ in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company~~. The~~ ~~Memorandum~~to ofcollect ~~Law seeks summary judgment~~ on a promissory note ~~made by the Company~~ in the principal amount of $200,000, plus interest at the rate of 12%, as well as attorney’s fees. ~~and~~On ~~costs~~October ~~incurred~~29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr. Lim Chap Huat and agreed to ~~recover~~pay ~~unpaid~~a ~~monies~~total ~~owned~~of $275,000 to Mr. Lim, secured by ~~the~~a ~~Company~~Confession of Judgment. ~~The~~ ~~Company~~On ~~has~~December ~~obtained~~20, ~~legal~~2024, ~~counsel~~we topaid ~~dispute~~$250,000 of the ~~charges~~settlement debt. ~~The~~ ~~case~~On isJanuary ~~still~~6, ~~open~~2025, aswe paid $25,000 of the ~~date~~settlement debt, completing the terms of ~~filing~~the settlement.

ITEM 4. MINE SAFETY ~~DISCLOSURE~~DISCLOSURES

~~None~~Not applicable.

PART II

ITEM 5. MARKET FOR ~~COMPANY~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Item~~Market Information. ~~5(a)~~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.

~~a) Market Information.~~ The following ~~Company~~table ~~began~~sets ~~trading~~forth ~~publicly on~~ the ~~NASD~~high ~~Over~~and ~~the~~low ~~Counter~~sales ~~Bulletin~~prices ~~Board~~for onour ~~July~~common ~~19,~~stock ~~2006. We began trading under the symbol GAHC~~ on ~~May~~OTC ~~27,~~Markets. ~~2011,~~The ~~and~~bid ~~now~~information ~~trade~~was ~~under~~obtained ~~the~~from ~~symbol “GAHC” on~~ the OTC Markets ~~Pink~~Group, ~~Sheets~~Inc. ~~The~~ ~~quotations~~and represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.

The following table sets forth the high and low sales prices for our common stock, which has been listed on the OTC Markets Pink for all periods presented.

Year Ended December 31, 2024	High		Low
Quarter ended 3/31/24	$	0.0006	$	0.0002
Quarter ended 6/30/24	$	0.0004	$	0.0002
Quarter ended 9/30/24	$	0.0004	$	0.0001
Quarter ended 12/31/24	$	0.0003	$	0.0001

Year Ended December 31, 2023	High		Low
3/31/23	$	.0012	$	.0011
Quarter ended 3/31/23	$	0.0012	$	0.0011
6/30/23	$	.0006	$	.0006
Quarter ended 6/30/23	$	0.0006	$	0.0006
9/30/23	$	.0005	$	.0003
Quarter ended 9/30/23	$	0.0005	$	0.0003
12/31/23	$	.0004	$	.0003
Quarter ended 12/31/23	$	0.0004	$	0.0003

Year Ended December 31, 2022	High		Low
3/31/22	$	.0132	$	.0120
6/30/22	$	.0072	$	.0060
9/30/22	$	.0048	$	.0036
12/31/22	$	.0012	$	.0010

Holders. As of September 26, 2025, there were 174 shareholders of record of our common stock.

~~b) Holders~~Dividends. As Holders of ~~June~~our ~~28,~~common ~~2024,~~stock ~~there~~are ~~were~~entitled ~~174~~to ~~shareholders~~receive ofsuch ~~record~~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.

~~c) Dividends. Holders~~Securities authorized offor ~~our~~issuance ~~common~~under ~~stock~~equity ~~are~~compensation ~~entitled to receive such dividends as may be declared by our board of directors~~plans. ~~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.~~

dIn June 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”) ~~Securities~~. ~~authorized~~The ~~for~~purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under ~~equity~~the ~~compensation~~Plan ~~plans~~is 3,000,000. The Company no longer intends to make any grants under the Plan.

~~Stock~~On December ~~Awards~~8, ~~plan~~2017, we granted stock options to purchase 45,000,000 common shares. The options were fully vested when issued with a fair value of approximately $972,000 at the grant date. Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows:

In June 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under the Plan is 3,000,000.

	December 8, 2017
Expected dividend yield		0	%
Expected stock price volatility		478	%
Risk free interest rate		2.14	%
Expected life (years)		5 year

OnThe stock-based ~~December~~compensation 8,related ~~2017,~~to ~~the Company granted~~ stock options ~~to purchase 45~~,~~000,000~~ ~~shares~~included ofin ~~the Company common~~ stock~~. The~~ ~~options~~compensation ~~were~~expense ~~fully~~in ~~vested~~the ~~when~~consolidated ~~issued~~statements ~~with a fair value~~ of ~~approximately~~operations, was $~~972,000~~0 atand ~~the~~$0 ~~grant~~for ~~date. Weighted average assumptions used to estimate~~ the ~~fair~~years ~~value~~ended ofDecember ~~stock~~31, ~~options~~2024 onand ~~the~~2023, ~~date of grant are as follows:~~respectively.

		December 8,2017
Expected dividend yield		0%
Expected stock price volatility		478%
Risk free interest rate		2.14%
Expected life (years)		5 year

The stock-based compensation related to stock options, included in stock compensation expense in the consolidated statements of operations, was $0 and $0 for the years ended December 31, 2023 and 2022, respectively.

The exercise price for options outstanding at December 31, 2023:

A summary of the option activity is presented below:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate	~~Aggregate~~
	Number of			Exercise		Contractual		Intrinsic	~~Intrinsic~~
	Options			Price ($)		Life (in years)		Value ($)	~~Value ($)~~
Outstanding, December 31, 2021		15,000,000			0.02		1.19		-
Granted		-
Exercised		-
Forfeited/Canceled		-
Outstanding, December 31, 2022		15,000,000			0.02		.83		-
Granted		-
Exercised		-
Forfeited/Canceled		(15,000,000	)
Outstanding, December 31, 2023		-			-		-		-
Exercisable, December 31, 2023		-							-
Granted		-
Exercised		-
Forfeited/Canceled		-
Outstanding, December 31, 2024		-			-		-		-
Exercisable, December 31, 2024		-							-

~~e) Performance~~Sale of ~~graph~~unregistered securities. ~~Not~~ These ~~applicable~~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.

~~f) Sale~~During the ofyear ~~unregistered~~ended ~~securities.~~ December 31, 2024, we issued:

On● ~~July 27~~446, ~~2022~~986,419 ~~the~~shares ~~Company~~of ~~authorized~~common ~~the~~stock ~~issuance~~for conversion of ~~480~~$125,~~000~~805 ~~shares~~of ~~Series~~convertible Cnotes ~~Preferred~~and ~~Stock at~~ $~~.001~~7,968 ~~per~~of ~~share~~accrued ~~as follows:~~interest.

~~120,000~~During the ~~Series~~year Cended ~~Preferred~~December ~~Shares~~31, ~~- John Matthews~~2023, ~~CEO/CFO~~we issued:

~~120~~● 867,~~000~~519,148 ~~Series~~shares Cof ~~Preferred~~common ~~Shares – Martin~~stock ~~Doane~~for conversion of $819,894 ~~Director~~of convertible notes and $71,001 of accrued interest. ● 23,603,791 shares of common stock issued for cashless exercise of 32,187,124 warrants. ● 59,322,799 shares of common stock for services of $77,937.

120,000 Series C Preferred Shares – Facundo Bacardi, Director

120,000 Series C Preferred Share – Kathryn Weisbeck, Director of Public Relations/Marketing

The above shares were issued on July 29, 2022 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.

Common Shares

On October 5, 2022, the company announced that the Financial Industry Regulatory Association (FINRA) confirmed the below listed corporate actions requested by the Company:

• 1 for 12 Reverse Split • New Cusip: 37951M300 • Current CUSIP: 37951M102 • Daily List Announcement Date: 10/4/2022 • Market Effective Date: 10/5/2022

Following the reverse split there are approximately 216,571,612 shares of the Company’s common stock issued and outstanding which represented approximately 2,598,858,127 before the reverse stock split.

During the year ended December 31, 2023, the Company issued 867,519,147 shares of common stock for convertible notes of $819,894 and accrued interest of $ 71,001. The shares were valued based on the market price on the grant date In addition, the Company issued 59,322,799 for services of $77,937. The shares were valued based on the market price on the grant date.

During the year ended December 31, 2023, the Company issued:

• 867,519,148 shares of common stock for conversion of $819,894 of convertible notes and $71,001 of accrued interest. • 23,603,791 shares of common stock issued for cashless exercise of 32,187,124 warrants. • 59,322,799 shares of common stock for services of $77,937.

During the year ended December 31, 2022, the Company issued:

• 556,317,702 shares of common stock for conversion of $360,946 of convertible notes and $59,167 of accrued interest. • 52,244,626 shares of common stock issued for cashless exercise of 60,729,543 warrants. • 2,598,858,127 shares of common stock were canceled and converted to 216,571,612 shares.

Warrants

A summary of warrant activity is presented below:

	Number ofWarrants			ExercisePrice ($)		Contractual Life(in years)		IntrinsicValue ($)
	Number of Warrants			Exercise Price ($)		Contractual Life (in years)		Intrinsic Value ($)
Outstanding, December 31, 2021		539,793,230			0.007		1.40		114,802
Granted		1,050,666,667			0.003
Exercised		(60,729,543	)		0.002
Forfeited/Canceled		(148,975,119	)		0.001
Outstanding, December 31, 2022		1,380,755,235			0.003		1.40		-
Granted		29,500,000			0.001
Exercised		(32,187,124	)		0.001
Forfeited/Canceled		(332,841,921	)		0.001
Outstanding, December 31, 2023		1,045,226,190			0.~~001~~003		21.1740		-
Exercisable, December 31, 2023		1,045,226,190			0.001		2.17		-
Granted		150,000,000			0.001
Exercised		-
Forfeited/Canceled		(51,142,857	)		0.001
Outstanding, December 31, 2024		1,144,083,333			0.001		1.95		-
Exercisable, December 31, 2024		1,144,083,333			0.001		1.95		-

During the year ended December 31, 2023, the Company issued a total of 29,500,000 warrants in connection with new convertible promissory notes payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:17

•During the ~~Expected~~year ~~life~~ended ofDecember 231, ~~years~~2024, •we ~~Volatility~~issued a total of ~~217%;~~150,000,000 •warrants ~~Dividend~~in ~~yield~~connection ofwith ~~0%;~~the •legal ~~Risk~~settlement ~~free~~relating ~~interest~~to ~~rate~~Civil Action ofNo. 31:23-cv-03591.~~92%~~ The fair values of the warrants were determined using the Black-Scholes ~~5.00%~~option pricing model with the following assumptions:

~~During~~● ~~the~~Expected ~~year~~life ~~ended~~of ~~December~~5 ~~31,~~years ~~2022,~~● ~~the~~Volatility ~~Company issued a total~~ of ~~1,050,666,667~~287%; ~~warrants~~● inDividend ~~connection~~yield ~~with~~of ~~new~~0%; ~~convertible~~● ~~promissory~~Risk ~~notes~~free ~~payable.~~interest ~~The~~rate ~~fair values~~ of ~~the warrants were determined using the Black-Scholes option pricing model with the following assumptions:~~4.66%

•During the ~~Expected~~year ~~life~~ended ofDecember ~~2-5~~31, ~~years~~2023, •we ~~Volatility~~issued a total of ~~248%;~~29,500,000 •warrants ~~Dividend~~in ~~yield~~connection ofwith ~~0%;~~new •convertible ~~Risk~~promissory ~~free~~notes ~~interest~~payable. The ~~rate~~fair values of ~~4.12%~~the warrants were determined using the Black-Scholes ~~4.73%~~option pricing model with the following assumptions:

18● Expected life of 2 years ● Volatility of 217%; ● Dividend yield of 0%; ● Risk free interest rate of 3.92% - 5.00%

~~The~~ITEM 6. ~~fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:~~[RESERVED]

~~Item~~ITEM 7. ~~5(b)~~MANAGEMENT’S ~~Use~~DISCUSSION ofAND ~~Proceeds. Not~~ANALYSIS ~~applicable.~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers. Not applicable.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

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~~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 ~~made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995~~. 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 ~~the~~our ~~Company’s~~ ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in ~~the~~our ~~Company’s~~ filings with the Securities and Exchange Commission, including without limitation, to this Annual Report on Form 10-K, as the same may be updated or amended from time to time.

~~The~~We undertake ~~Company undertakes~~ no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this ~~Form 10-K~~Annual Report.

Current GES Corporate Operations

GES has developed and deployed proprietary ~~Registration~~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~~business ~~Reply~~reply ~~Envelope~~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~~scanning and ~~Tabulation~~tabulation election software. This software features advanced OMR/OCR/~~Barcode~~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 ~~and it has been operating flawlessly~~.

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, ~~Amazon~~and ~~Web Services (AWS) which~~ 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 ~~does~~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~~election ~~Software~~software ~~Developers~~developers and ~~Manufactures~~manufacturers who may also qualify by meeting individual requirements for individual ~~States~~ states in the United States.

GES has begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual State certifications;:

Step 1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards Step 2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications

~~Step 2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications~~19

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

~~Step 4 - System Integration Testing; Executes tests on all components of a system configured as if the system was deployed~~Recent Developments

~~Step~~In ~~5 -~~an ~~Functional~~attempt ~~Configuration~~to ~~Audit;~~retain ~~Examines~~and ~~submitted~~grow ~~test~~stockholder ~~data~~value, ~~and~~we ~~conducts~~have ~~additional~~continually ~~testing~~attempted to ~~verify~~raise ~~submitted~~capital ~~system~~through ~~hardware~~equity and debt offerings and ~~software~~have ~~described~~explored ina ~~the~~sale ~~documents~~of ~~submitted~~GES. For additional information, see Note 12 to the ~~Elections~~Company’s ~~Assistance~~consolidated ~~Commission~~financial statements ~~and~~for the ~~Department~~year ofended ~~Homeland~~December ~~Security~~31, 2024, included elsewhere in this Annual Report on Form 10-K.

~~Step~~On July ~~6 -~~1, ~~Security~~2025, ~~Testing~~GAHI entered into that certain Asset Purchase Agreement (the “Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition Corp.”); ~~Performs~~Global ~~vulnerability~~Election ~~assessments~~Services, Inc., a Delaware corporation and ~~penetration~~a ~~analysis~~wholly toowned subsidiary ~~assess~~of ~~system~~the ~~vulnerabilities~~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”).

~~Trends~~Asset Purchase. Pursuant to the Easterly APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and ~~Uncertainties~~online election services within the United States (the “Business”). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The Easterly APA excludes specific assets and liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the Easterly APA.

Consideration. The ~~Company~~total ~~currently~~consideration ~~has~~payable ~~minimal revenues and operations and is investigating potential businesses and companies for acquisition~~ to ~~create~~the ~~and/or~~Company ~~acquire a sustainable business. Our ability to acquire or create a sustainable business may be adversely affected by our current financial conditions, availability of capital~~ and/ orits ~~loans,~~shareholders ~~general economic conditions which can be cyclical~~ in ~~nature~~connection ~~along~~ with ~~prolonged~~the ~~recessionary~~transaction ~~periods, and other economic and political situations.~~ include:

	-	$2.3 million in cash, a portion of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the transaction (“Closing”), in exchange for 2,453,333 shares of Series A Stock issued to Easterly;
	-	4,000,000 shares of common stock of GES Acquisition Corp. issued to GES Holding;
	-	Forgiveness of $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance of 1,200,000 shares of Series A Stock; and
	-	Entry into a $2.2 million credit facility agreement between Easterly and GES Acquisition Corp., convertible into Series A Stock under specified conditions.

Closing Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals by GES and GAHI; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no material adverse effect on either party from the Effective Date of the Easterly APA through Closing. Closing is also conditioned upon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.

Termination. The Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. On August 29, 2025, the parties entered into that certain Amendment No. 1 to the Easterly APA to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

Indemnification. The ~~Company~~Easterly ~~has~~APA ~~generated~~includes ~~recurring~~mutual ~~losses~~indemnification ~~and~~obligations ~~cash~~whereby ~~flow~~GES ~~deficits from its operations since inception~~ and ~~has had to continually borrow to continue operations. These matters raise substantial doubt about the~~ Company’s ~~ability~~agreed to ~~continue~~indemnify asGES aAcquisition ~~going concern~~Corp. ~~The~~and ~~continued~~Easterly against ~~operations~~liabilities ofarising ~~the~~from ~~Company~~excluded ~~are~~assets ~~dependent~~or ~~upon~~liabilities ~~its ability to raise additional capital, obtain additional financing~~ and~~/or~~ ~~generate~~breaches ~~positive~~of ~~cash flows from operations~~representations. ~~Management~~ ~~believes~~GES ~~that~~Acquisition ~~it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its new operating plans~~Corp. ~~The~~and ~~Company~~Easterly ~~plans~~also agreed to ~~use~~indemnify ~~its~~GES ~~available cash~~ and ~~new~~GAHI ~~financing~~against toliabilities ~~develop~~arising ~~and~~from ~~execute~~assumed ~~its~~obligations ~~new business plan~~ and ~~hopefully create and maintain a self-sustaining business~~breaches. ~~However,~~ ~~the~~Indemnification ~~Company~~claims ~~can~~must exceed ~~give no assurances that it will be successful in achieving its plans or if financing will be available or~~$100,000 ifand ~~available,~~total onliability ~~terms~~for ~~acceptable~~non-fraud toclaims ~~the~~was ~~Company,~~capped or at ~~all~~$1. ~~Should~~375 the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activitiesmillion.

Amendment No. 1 to Easterly APA

Trends and Uncertainties

We currently have minimal revenues and operations and are investigating potential businesses and companies for acquisition to create and/or acquire a sustainable business. Our ability to acquire or create a sustainable business may be adversely affected by our current financial conditions, availability of capital and/or loans, general economic conditions which can be cyclical in nature along with prolonged recessionary periods, and other economic and political situations.

We have generated recurring losses and cash flow deficits from its operations since inception and have had to continually borrow to continue operations. These matters raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent upon our ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations. Management believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its new operating plans. We plan to use our available cash and any new financing to develop and execute our business plan and hopefully create and maintain a self-sustaining business. However, we can give no assurances that we will be successful in achieving our plans or if financing will be available or, if available, on terms acceptable to us, or at all. Should we not be successful in obtaining the necessary financing to fund our operations and ultimately achieve adequate profitability and cash flows from operations, we would need to curtail certain or all its operating activities.

There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from our continuing operations except for the fair value change on derivative financial instruments and settlement on arbitration.

The rapid advances in computing and telecommunications technology over the past several decades have brought with them increasingly sophisticated methods of delivering administrating elections. Along with these advances, though, have come risks regarding the integrity and privacy of data, and these risks apply to election companies, falling into the general classification of cybersecurity. While it is not possible for anyone to give an absolute guarantee that data will not be compromised, when applicable, ~~the~~we ~~Company~~ shall utilize third-party service providers to secure the Company’s financial and personal data; ~~the~~we ~~Company~~believe ~~believes~~ that third-party service providers provide reasonable assurance that the financial and personal data that they hold are secure.

Liquidity and Capital Resources

~~As of~~ At December 31, ~~2023~~2024, ~~the~~we ~~Company~~have ~~has~~ an accumulated deficit of $3233,~~498~~506,~~308~~870 and a working capital deficit of $910,~~670~~680,~~337~~570. Our ability to continue as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as needed.

For the year ended December 31, ~~2023~~2024, ~~the~~we ~~Company~~ recorded net loss of $1,~~192~~008,~~260~~562. We recorded an amortization of debt discount of $~~261~~121,~~539~~257, a change in fair value of derivative liability of $~~107~~11,~~010~~661 and issued a warrant fair valued at $2244,~~396~~904. We had an increase in accounts payable of $1694,~~000~~211 and ~~prepaid expenses of $3,000. We also had an~~ increase in accrued expenses of $~~631~~355,~~525~~506. As a result, we had net cash used in operating activities of $~~364~~381,~~812~~023 for the year ended December 31, ~~2023~~2024.

For the year ended December 31, ~~2023~~2024, we ~~received~~invested $~~449~~138,~~458~~850 asto ~~proceeds~~finalize ~~from~~ the ~~issuance~~acquisition of ~~convertible~~election ~~promissory~~service ~~notes~~solutions ~~payable~~ and ~~$162,187~~enhanced ~~proceeds~~our ~~from~~software in ~~notes~~the ~~payable~~amount ~~and repaid $150,492~~ of ~~convertible promissory and repaid~~ $~~231~~52,~~163~~498. toAs ~~note payable and received an investment from~~ a ~~director of $6~~result,~~700~~ ~~resulting~~we inhad net cash ~~provided~~used byin ~~financing~~investing activities of $~~236~~191,~~690~~348.

As of December 31, 2022, the Company has an accumulated deficit of $31,306,048 and a working capital deficit of $9,212,598. Our ability to continue as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as needed.

For the year ended December 31, 2022, the Company recorded net loss of $1,711,197. We recorded an amortization of debt discount of $ 321,970, a change in fair value of derivative liability of $2,251 and had a decrease in accounts payable of $38,917 and a decrease in deferred revenue of $21,500. We also had an increase in accrued expenses of $850,445. As a result, we had net cash used in operating activities of $604,450 for the year ended December 31, 2022.

For the year ended December 31, 2022, we received $710,073 as proceeds from the issuance of convertible promissory notes payable and repaid $60,500 of convertible promissory notes and we received $235,000 for issuance of promissory note payable and repaid $128,704 of the promissory note, resulting in net cash provided by financing activities of $755,869.

~~Management~~For the ~~believes~~year ~~that~~ended itDecember ~~will~~31, be2024, ~~able~~we toreceived ~~continue~~$934,850 ~~its~~as ~~operations~~proceeds ~~and~~from ~~further~~the ~~advance~~issuance ~~its~~of ~~acquisition~~convertible ~~plans.~~promissory ~~However,~~notes ~~management~~payable ~~cannot~~and ~~give~~$369,130 proceeds ~~assurances~~from ~~that~~notes ~~such~~payable ~~plans will materialize~~ and berepaid ~~successful~~$389,251 inof ~~the~~convertible ~~near~~promissory ~~term~~and orrepaid on$354,535 ~~terms advantageous~~ to ~~the~~note ~~Company,~~payable orand atreceived ~~all.~~an ~~Should~~investment from ~~the~~a ~~Company~~director ~~not~~of be$4,000 ~~successful~~resulting in ~~its~~net ~~new~~cash ~~business~~provided ~~plans~~by ~~or obtain additional~~ financing, ~~the~~activities ~~Company would need to curtail certain or all~~ of ~~its operating activities~~$564,194.

~~The~~Management believes ~~Company’s~~that ~~continuation~~it aswill abe ~~going~~able ~~concern~~to iscontinue ~~dependent~~its ~~upon~~operations ~~its~~and ~~ability~~further toadvance ~~ultimately~~its ~~attain~~acquisition ~~profitable~~plans. ~~operations~~However, ~~generate~~management ~~sufficient~~cannot ~~cash~~give ~~flow~~assurances that tosuch ~~meet~~plans ~~its~~will ~~obligations,~~materialize and ~~obtain~~be ~~additional~~successful ~~financing~~in asthe ~~may~~near beterm ~~required.~~or ~~Our~~on ~~auditors~~terms ~~for~~advantageous ~~the~~to ~~years ended December 31~~us, ~~2023~~or ~~and~~at ~~2022~~all. ~~have~~Should ~~included~~we anot ~~“going~~be ~~concern” modification~~ successful in ~~their~~our ~~auditors’~~business ~~reports.~~plans Aor ~~“going~~obtain ~~concern”~~additional ~~modification~~financing, ~~may~~we ~~make~~would itneed ~~more difficult for us~~ to ~~raise~~curtail ~~funds~~certain ~~when~~or ~~needed.~~all ~~The outcome~~ of ~~this~~our ~~uncertainty~~operating ~~cannot presently be determined~~activities.

Our continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors for the years ended December 31, 2024 and 2023 have included a “going concern” modification in their auditors’ reports. A “going concern” modification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot presently be determined.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.

Results of ~~Operations~~operations for the year ~~Ended~~ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023

Revenues for the year ended December 31, ~~2023~~2024 were $~~826~~1,~~700~~273,504 compared to $~~697~~826,~~060~~700 for the year ended December 31, ~~2022~~2023, ~~increase~~representing an increase of $~~129~~446,~~640~~804. The majority of our clients hold elections on a three-year cycle. This increase in revenues is due primarily to more elections held during ~~the~~2024 ~~year~~as ofcompared to 2023.

Salaries and benefits totaled $~~346~~414,~~696~~665 for the year ended December 31, ~~2023~~2024, compared to $~~809~~264,~~048~~909 for the year ended December 31, ~~2022~~2023. This increase ~~decrease~~ was due to ~~the~~an increase in employment compensation ~~reduction~~during ~~agreed~~the toyear byended ~~John~~December ~~Matthews~~31, ~~and~~2024, ~~Kathryn~~compared ~~Weisbeck~~to ~~during~~ the year ended December 31, 2023.

Professional fees for the year ended December 31, ~~2023~~2024 totaled $~~369~~304,~~397~~132 compared to $~~319~~369,~~162~~397 for the year ended December 31, ~~2022~~2023, anrepresenting ~~increase~~a decrease of $~~110~~65,~~739~~265. This ~~increase~~decrease iswas primarily due to ~~increase~~a decrease in professional services during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

For the year ended December 31, ~~2023~~2024, we incurred marketing and advertising expenses of $~~119~~189,~~258~~597 compared to ~~the~~ $~~143~~119,~~392~~258 infor the year ended December 31, ~~2022~~2023. We incurred software development expenses of $227,~~545~~586 in ~~2023~~2024 compared to $4522,~~784~~545 in ~~2022,~~2023. weWe incurred printing costs of $~~173~~404,~~003~~467 in ~~2023~~2024 compared to $~~165~~173,~~125~~003 in ~~2022~~2023, and we incurred general and administrative expenses of $~~177~~188,~~983~~427 in ~~2023~~2024 compared to $~~239~~259,~~976~~770 in ~~2022~~2023.

Total operating expenses for the year ended December 31, ~~2023~~2024 were $1,~~208~~008,~~882~~562 compared to $1,~~722~~192,~~487~~260 for the year ended December 31, ~~2022~~2023, representing ana decrease of ~~643~~$183,~~245~~698 principally due to reasons discussed above.

Critical Accounting Policies

~~The Company’s~~ 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. ~~Critical~~Our critical accounting policies ~~for the Company~~ 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 ~~with~~U.S. ~~accounting~~GAAP ~~principles generally accepted in the United States of America~~ 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.

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.

The Company’s revenue recognition policies comply with SEC revenue recognition rules and the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606-10-S65-1. 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.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. ~~The~~We ~~Company~~record ~~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~~We calculate ~~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~~we ~~Company~~allocate ~~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~~We account ~~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~~We evaluate ~~Company~~our ~~evaluates its~~ 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. ~~The~~We ~~Company~~use ~~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.

Share-Based Compensation

~~The~~We record ~~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~~We ~~Company~~recognize ~~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.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. We are currently evaluation the impact this ASU will have on its consolidated financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Global Arena Holding, Inc. and Subsidiaries

Index to the Financial Statements

	Page	~~Page~~
Report of Independent Registered Public Accounting Firm:	26
Report of Raul Carrega, CPA, PCAOB #1939		26
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022		28
Consolidated Balance Sheets as of December 31, 2024 and 2023	28
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022		29
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	29
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022		30
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023	30
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		31
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	31
Notes to Consolidated Financial Statements	32	32

Raul Carrega

Certified Public Accountants

215 62^nd Street

Newport Beach, CA 92663

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders of~~

Stockholders of Global Arena Holding, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Global Arena Holding, Inc. and Subsidiaries (“the Company”) as of December 31, ~~2023~~2024, and ~~2022~~2023, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024, and ~~2022~~2023, and the results of its operations and its cash flows for each of the two year period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Going Concern As described further in Note 1 to the consolidated financial statements, the Company has incurred losses each year from inception through December 31, 2023. We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows. Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others: We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

Going Concern

As described further in Note 1 to the consolidated financial statements, the Company has incurred losses each year from inception through December 31, 2024.

We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

/s/ Raul Carrega

Raul Carrega, CPA

We have served as the Company’s auditor since 2017.

Newport Beach, CA

~~June~~September 2826, ~~2024~~2025

PCAOB # 1939

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Audited)

	December 31,			December 31,
	December 31, 2024			December 31, 2023
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	2113,~~592~~415		$	~~149~~21,~~714~~592
Prepaid Expense		-			3,000
Total current assets		13,415			21,592
Total current assets		21,592			152,714
Equity Investments		705,000			566,150
Deposits for proposed acquisitions		566,150			566,150
Internal Use Software		52,498			-
TOTAL ASSETS	$	~~587~~770,~~742~~913		$	~~718~~587,~~864~~742
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	~~343~~437,~~372~~583		$	~~327~~343,372
Due to related party		6,700			-
Accrued expenses		4,882,019			4,534,481
Accrued expenses		4,527,781			4,111,361
Convertible promissory notes payable, net of debt discount of $26,390 and $24,841, respectively		4,857,865			4,436,356
Convertible promissory notes payable, net of debt discount of $24,841 and $176,378		4,436,356			4,418,233
Promissory notes payable		495,719			368,582
Promissory notes payable		368,582			392,196
Derivative liability		20,799			9,138
Deferred revenue		-			-
Total current liabilities		10,693,985			9,691,929
Derivative liability		9,138			116,150
STOCKHOLDERS’ DEFICIT
Total current liabilities		9,691,929			9,365,312
STOCKHOLDERS' DEFICIT
Global Arena Holding, Inc.
Preferred stock, $0.001 par value; 2,000,000 shares authorized;
Preferred stock, $0.001 par value per share; 2,000,000 shares authorized;
Series B preferred stock; 250,000 shares authorized
Series B preferred stock; 250,000 shares authorized; 49,202 and 49,202 issued and outstanding, respectively		49			49
49,202 and 49,202 issued and outstanding		49			49
Series C preferred stock; 750,000 shares authorized 480,000 and 0 issued and outstanding, respectively		480			480
Series C preferred stock; 750,000 shares authorized
Preferred stock value		480			480
480,000 and 0 issued and outstanding		480			480
Common stock, $0.001 par value per share; 4,000,000,000 shares authorized; 1,695,351,226 and 1,221,223,807 shares issued and outstanding, respectively		1,695,351			1,221,223
Common stock, $0.001 par value; 4,000,000,000 and 4,000,000,000 shares authorized;
Additional paid-in capital		21,910,960			22,195,411
1,221,223,807 and 270,777,969 shares issued and outstanding		1,221,223			270,778
Accumulated deficit		(33,506,870	)		(32,498,308	)
Additional paid-in capital		22,195,411			22,411,335
Total Global Arena Holding, Inc. stockholders’ deficit		(9,900,030	)		(9,081,145	)
Accumulated deficit		(32,498,308	)		(31,306,048	)
Total Global Arena Holding, Inc. stockholders' deficit		(9,081,145	)		(8,623,406	)
Noncontrolling interest		(23,042	)		(23,042	)
Total stockholders’ deficit		(9,~~104~~923,~~187~~072	)		(89,~~646~~104,~~448~~187	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	587,742		$	718,864
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	770,913		$	587,742

The accompanying notes are an integral part of these consolidated financial statements

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Audited)

	2024			2023
	Years Ended December 31,
	2023			2022
	2024			2023
Revenues:
Services	$	~~826~~1,~~700~~273,504		$	~~697~~826,~~060~~700
Operating expenses:
Salaries and benefits		~~264~~414,~~909~~665			~~809~~264,~~048~~909
Marketing and advertising		~~119~~189,~~258~~597			~~143~~119,~~392~~258
Software development		227,~~545~~586			4522,~~784~~545
Professional fees		~~369~~304,~~397~~132			~~319~~369,~~162~~397
General and administrative		~~259~~188,~~770~~427			~~239~~259,~~976~~770
Printing		~~173~~404,~~003~~467			~~165~~173,~~125~~003
Total operating expenses		1,~~208~~508,~~882~~874			1,~~722~~208,~~487~~882
Loss from operations		(~~382~~235,~~182~~370	)		(1382,~~025,427~~182	)
Other expenses:
Interest expense and financing costs		(~~914~~842,~~465~~202	)		(~~846~~914,~~704~~465	)
Debt Forgiveness		-			158,683
Other income (expense)		3,500			(2,623	)
Other income (expense)		(2,623	)		-
Litigation fee		(85,211	)		-
Change in fair value of derivative liability		107,010			2,251
Gain on settlement of debt		162,381			-
Total other expenses		(810,078	)		(685,770	)
Change in fair value of derivative liability		(11,660	)		107,010
Income (loss) before provision for taxes		(1,192,260	)		(1,711,197	)
Total other expenses		(773,192	)		(810,078	)
Loss before provision for taxes		(1,008,562	)		(1,192,260	)
Provision for income taxes		-			-
Net loss		(1,~~192~~008,~~260~~562	)		(1,~~711~~192,~~197~~260	)
Net loss attributed to noncontrolling interest		-			-
Net loss attributed to Global Arena Holding, Inc.	$	(1,~~192~~008,~~260~~562	)	$	(1,~~711~~192,~~197~~260	)
Weighted average shares outstanding - basic and diluted		~~650~~1,~~831~~521,~~409~~829,368			~~188~~650,~~450~~831,~~167~~409
Earnings (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these consolidated financial statements.

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
		Shares	Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
	Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Global Stockholders’			Non-controlling			Total Stockholders’
Balance, December 31, 2021		49,202	$	49		-	$	-		170,375,180	$	170,375	$	21,825,642		$	(29,594,851	)	$	(7,598,785	)	$	(23,042	)	$	(7,621,827	)
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
Issuance of common stock for convertible debt and accrued interest		-		-		-		-		84,251,913		84,252		335,861			-			420,113			-			420,113
Balance, December 31, 2022		49,202	$	49		480,000	$	480		270,777,969	$	270,778	$	22,411,335		$	(31,306,048	)	$	(8,623,406	)	$	(23,042	)	$	(8,646,448	)
Shares issued in exchanges for Series C Preferred Shares		-		-		480,000		480		-		-		-			-			480			-			480
Allocated value of warrants and beneficial conversion features related to issuance of convertible debt, Cashless exercise of warrants		-		-		-		-		16,150,876		16,151		(16,151	)		-			-			-			-
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt		-		-		-		-		-		-		265,983			-			265,983			-			265,983
Net loss		-		-		-		-		-		-		-			(1,711,197	)		(1,711,197	)		-			(1,711,197	)
Balance, December 31, 2022		49,202	$	49		480,000		480		270,777,969	$	270,778	$	22,411,335		$	(31,306,048	)	$	(8,623,406	)	$	(23,042	)	$	(8,646,448	)
Issuance of common stock for convertible debt and accrued interest		-		-		-		-		867,519,148		867,518		(326,004	)		-			541,514			-			541,514
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt Cashless exercise of warrants		-		-		-		-		23,603,891		23,604		(23,604	)		-			-			-			-
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt, Cashless exercise of warrants		-		-		-		-		23,603,891		23,604		(23,604	)		-			-			-			-
Issuance of shares for services		-		-		-		-		59,322,799		59,323		18,614			-			77,937			-			77,937
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt		-		-		-		-		-		-		22,396			-			22,396			-			22,396
Warrants issued for services		-		-		-		-		-		-		12,499			-			12,499			-			12,499
Forgiveness of debt		-		-		-		-		-		-		80,175			-			80,175			-			80,175
Net loss		-		-		-		-		-		-		-			(1,192,260	)		(1,192,260	)		-			(1,192,260	)
Balance, December 31, 2023		49,202	$	49		480,000	$	480		1,221,223,807	$	1,221,223	$	22,195,411		$	(32,498,308	)	$	(9,081,145	)	$	(23,042	)	$	(9,104,187	)
Balance		49,202	$	49		480,000	$	480		1,221,223,807	$	1,221,223	$	22,195,411		$	(32,498,308	)	$	(9,081,145	)	$	(23,042	)	$	(9,104,187	)
Issuance of common stock for convertible debt and accrued interest		-		-		-		-		474,127,419		474,128		(333,355	)		-			140,773			-			140,773
Allocated value of warrants		-		-		-		-		-		-		44,904			-			44,904			-			44,904
Investment from Director		-		-		-		-		-		-		4,000			-			4,000			-			4,000
Net loss		-		-		-		-		-		-		-			(1,008,562	)		(1,008,562	)		-			(1,008,562	)
Balance, December 31, 2024		49,202	$	49		480,000	$	480		1,695,351,226	$	1,695,351	$	21,910,960		$	(33,506,870	)	$	(9,900,030	)	$	(23,042	)	$	(9,923,072	)
Balance		49,202	$	49		480,000	$	480		1,695,351,226	$	1,695,351	$	21,910,960		$	(33,506,870	)	$	(9,900,030	)	$	(23,042	)	$	(9,923,072	)

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL ARENA HOLDING, INC. AND ~~SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~SUBSIDIARIES

	Years Ended December 31,
	2023			2022
OPERATING ACTIVITIES:
Net loss	$	(1,192,260	)	$	(1,711,197	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount		261,539			321,970
Change in fair value of derivative liability		(107,010	)		(2,251	)
Non-cash expense associated with warrant		22,396			-
Change in assets and liabilities:
Deferred revenue		-			(21,500	)
Prepaid Expense		3,000			(3,000	)
Accounts payable		16,000			(38,917	)
Accrued expenses		631,525			850,445
Net cash used in operating activities	$	(364,810	)	$	(604,450	)
INVESTING ACTIVITIES:
Payment of deposit for acquisition		-			(15,000	)
Net cash used in investing activities	$	-		$	(15,000	)
FINANCING ACTIVITIES:
Proceeds from convertible promissory notes payable		449,458			710,073
Proceeds from promissory notes payable		162,187			235,000
Repayment of convertible promissory notes payable		(231,163	)		(128,704	)
Repayment of promissory notes payable		(150,492	)		(60,500	)
Investment from Director		6,700			-
Net cash provided by financing activities	$	236,690		$	755,869
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(128,120	)		136,419
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		149,714			13,295
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	21,592		$	149,714
CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$	22,396		$	265,984
Debt converted to common stock	$	515,814		$	420,112
Series C Preferred Stock Issuance	$	-		$	480
Original Issuance Discount	$	110,012		$	115,350

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

	2024			2023
	Years Ended December 31,
	2024			2023
OPERATING ACTIVITIES:
Net loss	$	(1,008,562	)	$	(1,192,260	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		121,257			261,539
Change in fair value of derivative liability		11,661			(107,010	)
Non-cash expense associated with warrant		44,904			22,396
Change in assets and liabilities:

Prepaid expense		-			3,000
Accounts payable		94,211			16,000
Accrued expenses		355,506			638,223
Net cash used in operating activities	$	(381,023	)	$	(358,112	)

INVESTING ACTIVITIES:
Equity investment		(138,850	)		-
Internal use software		(52,498	)		-
Net cash used in investing activities	$	(191,348	)	$	-

FINANCING ACTIVITIES:
Proceeds from convertible promissory notes payable		934,850			449,458
Proceeds from promissory notes payable		369,130			162,187
Repayment of convertible promissory notes payable		(389,251	)		(231,163	)
Repayment of promissory notes payable		(354,535	)		(150,492
Investment from director		4,000			-
Net cash provided by financing activities	$	564,194		$	229,990

NET DECREASE IN CASH AND CASH EQUIVALENTS		(8,177	)		(128,122	)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		21,592			149,714
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	13,415		$	21,592

CASH PAID FOR:
Interest	$	16,542		$	-
Income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$	44,904		$	22,396
Debt converted to common stock	$	140,773		$	515,814

Forgiveness of debt	$	-		$	80,175
Original issuance discount	$	122,792		$	110,012

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 1 - ORGANIZATION

Organization and Business

Global Arena Holding, Inc. (~~formerly,~~ “~~Global Arena Holding Subsidiary Corp.”) (“~~GAHI”), was formed in February 2009, in the state of Delaware. GAHI and its subsidiaries (the “Company”) was previously a financial services firm and currently is focusing on the following businesses through these subsidiaries:

On February 25, 2015, Global Election Services, Inc. (GES) formed on February 25, 2015, provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling, and image correction. This system provides three types of audit capabilities. The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking. GES is also working with multiple vendors and has made investments in ~~company’s~~companies who are developing Blockchain Technology for a data storage and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and internet voting.

On March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA, the Company will purchase 100% of the assets of Election Services Solutions, LLC and the Company will pay $650,000, of which $511,150 has already been paid, and issue 40,000,000 common shares to purchase these assets under this second amended APA. This APA replaces the first amended purchase agreement signed on May 10, 2019 wherein the Company was to purchase 100% of the assets of Election Services Solutions, LLC. The Company was to pay $550,000, of which $511,150 has already been paid, and issue 20,000,000 common shares to purchase these assets under this first amended APA. GES derives over 80 % of its current business from Election Services Solutions. ~~Management~~On ~~anticipates~~August 2, 2024, the ~~closing~~Company entered into a convertible promissory note agreement with the former owner of ~~this~~Elections ~~transaction~~Service ~~will~~Solutions ~~occur~~Managing inDirector to finalize the ~~third~~purchase ~~quarter~~of GES. The note has a principal amount of ~~2024~~$138,850 due in October 15, 2025, with an annual interest rate of 12%.

On May 20, 2015, the Company incorporated a new wholly owned entity in the State of Delaware called “GAHI Acquisition Corp.” This entity was incorporated at the time to be the merger subsidiary for the acquisition of Blockchain Technologies Corp. (BTC) and other software system development.

On May 20, 2015, the Company entered into an agreement and plan of merger with BTC. Under this agreement, BTC would have merged with GAHI Acquisition, and GAHI Acquisition, would have been the surviving corporation. As consideration for the merger, the Company was to reserve a number of shares equal to 1/3 the total issued and outstanding of the Company to be issued to BTC shareholders at closing. On October 20, 2015, the parties agreed to extend the closing date of the merger to December 15, 2015. This agreement expired on December 15, 2015.

Concurrently, on October 20, 2015, the Company paid $125,000 in cash to BTC and issued to Nikolaos Spanos 1,377,398 of its common shares and 1,993,911 warrants to purchase its common shares at the exercise price of $.10 per common share with an exercise period of three years. The warrants have expired. The common shares and warrants were issued for the purchase of 1,000,000 common shares of BTC. Said common shares of BTC represented ten percent (10%) of the outstanding equity in BTC on October 20, 2015. The securities issued by the Company were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. There has been no further activity in GAHI Acquisition Corp.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 1 - ORGANIZATION (continued)

On March 28, 2017, the United States Patent Office issued patents to BTC covering Election Intellectual Property, US Patent #9,608,829, Issued March 28, 2017. As an equity shareholder in BTC only, GAHC and GES have not used the BTC US Patent. Any use of the patent would require a new negotiation, and new contract with BTC.

The Company has determined that the initial investment of Blockchain Technologies Corp. will be written off. The Company’s Board of Directors cancelled all transactions previously proposed but never acted on concerning GAHI Acquisition. GAHI Acquisition will remain a subsidiary for the exclusive use of any future transactions involving Blockchain Technologies Corporation.

The Company, GAHI, and GES do not trade crypto currency, nor participate in Initial Coin Offerings.

On November 19, 2019, the Company ~~incorporated~~formed ~~a new wholly owned entity in the State of Delaware called~~ Tidewater Energy Group Inc., ~~The~~a ~~Board~~51% ofsubsidiary, ~~Directors appointed John S. Matthews and Jason Old as Board members. The Company was~~ formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized; par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company ~~invested~~closed ~~$50,000 into~~ Tidewater Energy Group Inc. ~~for~~on ~~general~~December ~~capital~~31, ~~and administrative expenses in January 2020.~~2024

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of December 31, ~~2023~~2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with their ability to raise additional funds that the Company should be able to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

The Company reclassified certain amounts in the Consolidated Statements of Cash Flows in the prior year to conform to the current year’s presentation.

Noncontrolling Interest

The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.

The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss.

Basic and Diluted Earnings (Loss) Per Share

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	December 31,
	2023		2022
Options		-		15,000,000
Warrants		1,045,226,190		1,380,755,235
Convertible notes		1,513,324,739		1,755,779,661
Total		2,558,550,929		3,151,534,896

	2024		2023
	December 31,
	2024		2023
Options	-		-
Warrants		1,144,083,333		1,045,226,190
Convertible notes		1,240,658,281		1,513,324,739
Total		2,384,741,614		2,558,550,929

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.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Convertible Debt

Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.

Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.

The Company accounts for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues through various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-Based Compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

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.

• 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.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December 31, ~~2023~~2024 and ~~2022~~2023.

	Fair Value As of		Fair Value Measurements at
Description	December 31, 2023		December 31, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Beneficial conversion feature	$	9,138	$	-	$	9,138	$	-
Total	$	9,138	$	-	$	9,138	$	-
	Fair Value
	As of		Fair Value Measurements at
Description	December 31, 2022		December 31, 2022 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Beneficial conversion feature	$	116,150	$	-	$	116,150	$	-
Total	$	116,150	$	-	$	116,150	$	-

	Fair Value
	As of		Fair Value Measurements at
Description	December 31, 2024		December 31, 2024 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Beneficial conversion feature	$	20,799	$	-	$	20,799	$	-

Total	$	20,799	$	-	$	20,799	$	-

	Fair Value
	As of		Fair Value Measurements at
Description	December 31, 2023		December 31, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Beneficial conversion feature	$	9,138	$	-	$	9,138	$	-
‍
Total	$	9,138	$	-	$	9,138	$	-

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.

37 Equity Investments

~~GLOBAL~~The Company ~~ARENA~~accounts ~~HOLDING~~for investment securities in accordance with ASC Topic 323, ~~INC.~~ASC ~~AND~~323, ~~SUBSIDIARIES NOTES~~Investments TO– ~~CONSOLIDATED~~Equity ~~FINANCIAL~~Method ~~STATEMENTS FOR~~and ~~THE~~Joint ~~YEARS~~Ventures. The ~~ENDED~~company ~~DECEMBER~~is 31required to initially record at cost, ~~2023~~and ~~AND~~subsequently ~~2022~~adjust based the investor’s share of the investee’s profits and losses.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

~~In June 2018, the FASB issued Accounting Standards Update (“~~ASU~~”) ASU 2018~~ 2023-0709, ~~Stock~~ ~~Compensation~~Income Taxes (Topic ~~718~~740): ~~Improvements~~In toDecember ~~Nonemployee~~2023, ~~Share-Based~~the ~~Payment~~FASB ~~Accounting~~issued ASU 2023-09, which ~~simplifies~~requires ~~the~~additional ~~accounting~~income ~~for~~tax ~~share-based~~disclosures in ~~payments~~the ~~granted~~rate toreconciliation ~~nonemployees~~table for ~~goods~~federal, ~~and~~state, ~~services~~ and ~~aligns~~foreign ~~most~~income oftaxes, ~~the~~in ~~guidance~~addition onto ~~such~~more ~~payments~~details toabout ~~nonemployees~~reconciling ~~with~~items ~~the~~in some ~~requirements~~categories ~~for~~when ~~share-based~~items ~~payments~~meet ~~granted~~a tocertain ~~employees~~quantitative threshold. ASU ~~2018~~ 2023-0709 is effective onfor ~~January~~annual 1reporting periods beginning after December 15, ~~2019.~~2024, ~~Early~~with early adoption is permitted. The ~~adoption~~Company ofis ~~this~~currently ~~ASU~~evaluating ~~did~~the ~~not have a material~~ impact onof ~~the~~this ~~Company’s consolidated financial statements~~standard.

~~In October 2016, the FASB issued~~ ASU ~~2016~~ 2024-1603, Income ~~Taxes~~Statement—Reporting Comprehensive Income (~~Topic~~Subtopic ~~740~~220-40): ~~Intra-Entity~~In ~~Transfer~~November 2024, the FASB issued disaggregation of ~~Assets~~Income ~~Other~~Statement ~~than~~Expenses ~~Inventory~~(ASU 2024-03), which ~~requires~~will ~~the~~require ~~recognition~~tabular disclosure of ~~the~~certain ~~income~~operating ~~tax~~expenses ~~consequences~~disaggregated ofinto ancategories, such ~~intra-entity~~as ~~transfer~~purchase of ~~an asset~~inventory, ~~other~~employee ~~than~~compensation, ~~inventory~~depreciation, ~~when~~and ~~the~~intangible ~~transfer~~asset ~~occurs~~amortization. ASU ~~2016~~2024-1603 is effective for ~~interim and~~ annual reporting periods beginning after December 15, ~~2018~~2026, with early adoption permitted. The ~~adoption~~Company ofis ~~this~~currently ~~ASU~~evaluating ~~did~~the ~~not have a material~~ impact onof this ~~the Company’s consolidated financial statements~~standard.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements as the Company did not have any lease arrangements that were subject to this new pronouncement.

3837

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

~~NOTE~~NOTES TO 3CONSOLIDATED -FINANCIAL ~~ACQUISITION DEPOSITS~~STATEMENTS

OnFOR THE ~~March~~YEARS ~~25,~~ENDED ~~2021,~~DECEMBER the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second APA the Company entered into an amended asset purchase agreement with Election Services Solutions31, ~~LLC.~~2024 ~~Under~~AND the amended APA, the Company will purchase 100% of the assets of Election Services Solutions, LLC and the Company will pay $650,000, of which $511,150 has already been paid, and issue 40,000,000 common shares to purchase these assets under this second amended APA. This APA replaces the first amended purchase agreement signed on May 10, 2019 wherein the Company was to purchase 100% of the assets of Election Services Solutions, LLC. The Company was to pay $550,000, of which $511,150 has already been paid, and issue 20,000,000 common shares to purchase these assets under this first amended APA. GES derives over 80 % of its current business from Election Services Solutions. Management anticipates the closing of this transaction will occur in the third quarter of 2024.2023

On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a NOTE 3 ~~year~~– ~~warrant~~EQUITY exercisable at $0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing 30% of TrueVote Inc. The Company on December 17, 2019 paid $40,000 to True Vote. Under the terms of the agreement GES is to invest an additional $10,000 and the Company issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. On June 1st, 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. The transaction closed on February 27, 2023.INVESTMENTS

On March ~~November 19~~25, ~~2019~~2021, the Company ~~incorporated~~entered into a ~~new~~second ~~wholly~~amended ~~owned~~purchase ~~entity~~agreement in(APA) ~~the~~with ~~State~~Election ofServices ~~Delaware~~Solutions. ~~called~~Under ~~Tidewater~~the ~~Energy~~second APA ~~Group~~the ~~Inc.~~Company ~~The~~entered ~~Board~~into ofan ~~Directors~~amended ~~appointed~~asset ~~John~~purchase S.agreement ~~Matthews~~with ~~and~~Election ~~Jason~~Services ~~Old~~Solutions, asLLC. ~~Board~~Under ~~members.~~the ~~The~~amended APA, the Company will ~~was~~purchase ~~formed~~100% toof ~~explore~~the ~~opportunities~~assets inof ~~the~~Election ~~oil,~~Services ~~gas~~Solutions, ~~mineral,~~LLC and ~~energy~~the ~~business.~~Company ~~Tidewater~~will ~~Energy~~pay ~~Group~~$650,000, ~~Inc.~~of which $511,150 has already been paid, and issue 40,000,000 common shares ~~authorized:~~to ~~par~~purchase ~~value~~these $0assets under this second amended APA.~~001.~~ ~~There~~This ~~are~~APA ~~currently~~replaces the first amended purchase agreement signed on May 10,~~000~~ 2019,~~000~~ ~~common~~wherein ~~shares~~the ~~issued~~Company ~~and~~was ~~outstanding~~to ofpurchase ~~which~~100% of the assets of Election Services Solutions, LLC. The Company ~~holds~~was 5to pay $550,~~100~~000, of which $511,150 has already been paid, and issue 20,000,000 common shares ~~(51~~to purchase these assets under this first amended APA. GES derives over 80 %) of its current business from Election Services Solutions. ~~The~~On ~~Company~~August ~~invested~~2, ~~$50~~2024,~~000~~ the company enter into ~~Tidewater~~a ~~Energy~~convertible ~~Group~~promissory ~~Inc.~~note ~~for~~agreement ~~general~~with ~~capital~~the ~~and~~former ~~administrative~~owner ~~expenses~~of inElections ~~January~~Service ~~2020~~solutions Managing director to finalize the purchase of GES. The ~~Company~~note ~~plans~~has toa ~~close~~principal ~~Tidewater~~amount ~~Energy~~of ~~Group~~$138,850 ~~Inc.~~due inon ~~the~~October ~~third~~15, ~~quarter~~2025 with annual interest rate of ~~2024~~12%. .

On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing 30% of TrueVote Inc. The Company on December 17, 2019 paid $40,000 to True Vote. Under the terms of the agreement GES is to invest an additional $10,000 and the Company issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. On June 1^st, 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. The transaction closed on February 27, 2023.

On November 19, 2019, the Company formed Tidewater Energy Group Inc., a 51% subsidiary, to explore opportunities in the oil, gas, mineral, and energy business. The Company closed Tidewater Energy Group Inc. on December 31, 2024.

NOTE 4 - ACCRUED EXPENSES

Accrued expenses at December 31, ~~2023~~ 2024 and ~~2022~~ 2023 consisted of the following:

	December 31,		December 31,
	2023		2022
Accrued interest	$	3,278,920	$	2,767,267
Accrued compensation		1,212,423		1,307,656
Other accrued expenses		36,438		36,438
	$	4,527,781	$	4,111,361

SCHEDULE OF ACCRUED EXPENSES

	2024		2023
	December 31,		December 31,
	2024		2023
Accrued interest	$	$3,655,006	$	3,278,920
Accrued compensation		$1,190,343		1,219,123
Other accrued expenses		$36,670		36,438
Accrued expenses	$	$4,882,019	$	4,534,481

~~GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~38

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 5 - PROMISSORY NOTES PAYABLE

In March 2014, the Company issued two promissory notes for a total of $230,000. The interest rate is the short-term applicable federal rate as determined by the Internal Revenue Service for the calendar month plus 10%. These two promissory notes are due on December 31, ~~2023~~2024, ~~as amended. The outstanding balance was $230,000~~ and ~~$230,000 as of December 31,~~ 2023 ~~and 2022~~, respectively.

InOn November ~~April 14~~29, 2022, ~~the~~Global ~~Company~~Election Services, entered into anloan ~~revenue share~~ agreement with ~~EBF~~a ~~Holdings,~~non-affiliate ~~LLC~~investor for a total of $~~41,~~100, ~~on the purchase amount of $30,~~000 ~~and OID of $11~~,~~100.~~ with ~~There~~annual ~~is no~~ interest ~~rate, but the Company will disburse a daily payment~~ of ~~$304 to EBF Holdings, LLC~~14%. The outstanding balance ~~was~~is $~~nil and $3~~100,~~045~~000 and $0 interest as of ~~December~~as ~~31,~~of ~~2023 and~~ December 31, ~~2022, respectively~~2024.

InOn December ~~October 6~~3, 2022, the Company entered into ana ~~revenue~~promissory ~~share~~note agreement with ~~EBF~~a ~~Holdings,~~non-affiliate ~~LLC~~investor for a total of $475,~~950, on the purchase amount of $35,~~000 ~~and OID of $12,950~~. ~~There~~As ~~is no interest rate, but the Company will disburse a daily payment~~ of ~~$343~~September ~~to EBF Holdings~~30, ~~LLC. The outstanding balance was $nil and $27~~ 2024,~~058 as~~ ofthe ~~December~~loan ~~31,~~has ~~2023~~been ~~and~~paid ~~December 31, 2022, respectively~~off.

InOn January ~~August 22~~31, ~~2022~~2023, ~~the~~Global ~~Company~~Election Services, Inc. entered into ana ~~Purchase~~Loan ~~and~~agreement ~~Sale of Future Receipts Agreement~~ with ~~Family~~a ~~Business~~non-affiliate ~~Fund~~investor ~~LLC~~ for ~~a total of $74,500, on~~ the ~~purchase~~ amount of $5041,000 ~~and OID of $24,500~~. ~~There~~The isCompany nowill ~~interest~~repay ~~rate, but~~ the ~~Company~~loan ~~will~~in ~~disburse~~24 a weekly ~~payment~~fixed payments of $32,~~104 to Family Business Fund LLC~~426. ~~The~~As ~~outstanding balance was $nil and $21,729 as~~ of ~~December~~June 3130, 2023, ~~and~~the ~~December~~loan ~~31,~~has ~~2022,~~been ~~respectively~~paid off.

InOn July ~~October 5~~13, ~~2022~~2023, ~~the~~Global ~~Company~~Election ~~entered~~Services, ~~into~~Inc. anentered a ~~revenue~~Loan ~~share~~ agreement with ~~Capytal.com for~~ a ~~total~~non-affiliate ofinvestor ~~$22,350,~~for on the ~~purchase~~ amount of $1578,~~000 and OID of $7,350~~100. ~~There~~The isCompany nowill ~~interest~~repay ~~rate, but~~ the ~~Company~~loan ~~will~~in ~~disburse~~28 aweekly ~~daily~~fixed ~~payment~~payments of $~~298 to Capytal~~2,789.~~com.~~ ~~The~~As ~~outstanding~~of ~~balance~~January ~~was $nil and $5~~30,~~364 as~~ ~~of December 31~~2024, ~~2023~~the ~~and~~loan ~~December~~has ~~31,~~been ~~2022,~~paid ~~respectively~~off.

InOn September ~~November 29~~13, ~~2022~~2023, ~~the~~Global ~~Company~~Election Services, Inc. entered into ~~promissory~~a ~~note~~Loan agreement with ~~Duck~~a ~~Duck~~non-affiliate ~~Spruce~~investor for athe ~~total~~amount of $~~100~~49,~~000~~170. The ~~outstanding~~Company ~~balance~~will ~~was~~repay the ~~$100,000~~loan ~~and~~in $014 asweekly fixed payments of ~~December~~$3,513. As of December 31, 2023 ~~and~~the ~~December~~loan ~~31,~~has ~~2022,~~been ~~respectively~~paid off.

InOn November ~~December 31~~3, ~~2022~~2023, ~~the~~Global ~~Company~~Election ~~entered~~Services, ~~into~~Inc. ~~promissory~~entered a ~~note~~Loan agreement ~~with~~ a ~~shareholder~~non-affiliate investor for athe ~~total~~amount of $563,~~000~~750. The ~~outstanding~~Company ~~balance~~will ~~was~~repay ~~$nil~~the ~~and~~loan in 84 fixed payments of $~~5,000 as~~759. As of ~~December~~January 3125, ~~2023~~2024, ~~and~~the ~~December~~loan ~~31,~~has ~~2022,~~been ~~respectively~~paid off.

40On February 20, 2024, Global Election Services, Inc. entered into a revenue share agreement with a non-affiliate investor for a total of $41,972 on the purchase amount of $28,000 and OID of $13,972. There is no interest rate, but the Company will disburse 11 weekly payments of $3,816 to Note Holder. As of June 30, 2024, the Loan has been paid off.

~~GLOBAL~~On April ~~ARENA~~25, ~~HOLDING~~2024, ~~INC~~Global Election Services, Inc. ~~AND~~entered ~~SUBSIDIARIES NOTES~~into TOa ~~CONSOLIDATED~~Loan ~~FINANCIAL~~agreement ~~STATEMENTS FOR~~with ~~THE~~a ~~YEARS~~non-affiliate ~~ENDED~~investor ~~DECEMBER~~for 31the amount o $63,750. The ~~2023~~company ~~AND~~will ~~2022~~repay the Loan in weekly payments of $3,794.65. As of August 29, 2024, the loan has been paid off.

On July 29, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $67,500. The company will repay the Loan in weekly payments of $2,935. The remaining balance is $11,739 as of December 31, 2024.

On August 13, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for $57,200. The company will repay the Loan in weekly payments of $2,119. The balance remaining is $14,831 as of December 31, 2024.

On November 21, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $71,250. The company will repay the Loan in weekly payments of $2,850. The remaining balance is $59,850 as of December 31, 2024.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

~~Convertible~~On ~~promissory~~January ~~notes~~26, ~~payable~~2023, atthe ~~December~~Company 31entered into a convertible note with a non-affiliate investor for the amount of $54,600. ~~2023~~The Note bears 12% interest and ~~2022~~matures ~~consist~~in oftwelve ~~the~~months. ~~following:~~This Note has been paid off as of 12/31/24.

	December 31,			December 31,
	2023			2022
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through December 31, 2023, as amended. ($2,826,379 in default)	$	3,096,949		$	3,099,054
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of December 31, 2023 the conversion price would be $0.001 per share). Maturity dates through December 31, 2023, as amended.		234,834			321,534
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through December 31, 2023, as amended. ($1,129,823 in default)		1,129,823			1,174,023
Total convertible promissory notes payable		4,461,606			4,594,611
Unamortized debt discount		(61,706	)		(176,378	)
Convertible promissory notes payable, net discount		4,399,900			4,418,233
Less current portion		(4,399,900	)		(4,418,233	)
Long-term portion	$	-		$	-

On March 10, 2023, the Global Election Services entered a convertible Note with a non-affiliate investor for a secured Original Discount Convertible Promissory Note with an investor for the amount of $32,500. The Note bears 12% interest and can convert at a Five million dollar valuation, with a maturity of October 15, 2025.

AOn ~~rollforward~~April of8, ~~the~~2023, ~~convertible~~Global ~~promissory~~Election ~~notes~~Services ~~payable~~Inc. ~~from~~entered into ~~December~~a 31secured Original Discount Convertible Promissory Note with a non-affiliate investor for the amount of $7,000, ~~2021~~with an original discount amount of $3,000. The Note bears 12% interest and matures in twelve months. The Note can be converted to ~~December~~the 31Company’s common stock at $0.0040 per share. As of September 30, 2023, isthe ~~below:~~Convertible Promissory Note has been repaid in full.

On April 11, 2023, Global Election Services, Inc. entered into a Convertible Promissory Note with a non-affiliate investor for $15,000. The note bears 12% interest and matures on October 15, 2025. The Note can be converted into Global Election Services, Inc. common stock at a $5,000,000 valuation.

On May 18, 2023, Global Arena Holding, Inc. entered into an unsecured Convertible Promissory Note with a non-affiliate investor for the amount of $20,000. The Note bears 12% interest and matures on December 31, 2025. The Note can be converted to the Company’s common stock at $0.001 per share.

On June 1, 2023, Global Election Services, Inc. entered into a Convertible Promissory Note with a non-affiliate investor in the principal amount of $5,800 with an annual interest of 12% to a non-affiliate with a maturity date of September 1, 2023. As of September 30, 2023, the Convertible Promissory Note has been repaid in full..

On June 6, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note of $20,000 with a non-affiliate investor. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.40 per share.

On June 6, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note of $6,500 with a non-affiliate investor. The Note bears 12% interest and matures on June 12, 2023. The Note can be converted into the Company’s common stock at $0.50 per share. As of September 30, 2023, the Convertible Promissory Note has been repaid in full.

On June 6, 2023, Global Election Services, Inc. entered into a Convertible Promissory Note with a non-affiliate investor in the principal amount of $10,000 with an annual interest rate of 12% with the maturity date of June 6, 2024. As of June 30, 2023, the Convertible Promissory Note has been repaid in full.

On June 7, 2023, Global Election Services, Inc. entered an unsecured Convertible Promissory Note with a non-affiliate investor of $10,000. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.40 per share.

On June 14, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with a non-affiliate investor for $30,000. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.40 per share.

On July 7, 2023, Global Election Services, Inc. entered into a secured Original Convertible Promissory Note with a non-affiliate investor for $57,500, with an original discount amount of $7,500. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.40 per share.

On August 4, 2023, Global Election Services, Inc. entered into a second Original Discount Convertible Promissory Note with a non-affiliate investor for $30,000, with an original discount amount of $5,000. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.040 per share.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

On August 8, 2023, Global Election Services, Inc. entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $23,000, with an original discount amount of $5,000. The Note bears 12% interest and matures in twelve months. The Note can be converted into the Company’s common stock at $0.040 per share. As of September 30, 2023, the Convertible Promissory Note has been repaid in full.

On August 14, 2023, Global Election Services, Inc. entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $23,000, with an original discount amount of $5,000. The Note bears 12% interest and matures in twelve months. As of September 30, 2023, the Convertible Promissory Note has been repaid in full.

On August 25, 2023, Global Election Services, Inc. entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $5,000, with an original discount amount of $500. The Note bears 12% interest and matures in twelve months. The Note can be converted into the Company’s common stock at $0.040 per share. As of September 30, 2023, the Convertible Promissory Note has been repaid in full..

On September 15, 2023, Global Election Services, Inc. entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $15,500, with an original discount amount of $5,000. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.040 per share.

On October 24, 2023, Global Election Services, Inc. entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $25,000, with an original discount amount of $5,000. The Note bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.040 per share.

On October 6, 2023, Global Election Services, Inc. entered an unsecured Convertible Promissory Note with a non-affiliate investor of $10,000. The Note bears 12% interest and is convertible at a $12.5 million dollar valuation and matures on October 15, 2025.

On December 12, 2023, Global Election Services Inc. entered an unsecured Convertible Promissory Note with a non-affiliate investor for $20,000. The Note bears 12% interest and is convertible at a $12.5 million dollar valuation and matures on October 15, 2025.

On December 13, 2023, Global Election Services, Inc. entered an unsecured Convertible Promissory Note with a non-affiliate investor for $30,000. The Note bears 12% interest and is convertible at a $12.5 million dollar valuation and matures on October 15, 2025.

On December 28, 2023, Global Election Services, Inc. entered an unsecured Convertible Promissory Note with a non-affiliate investor for $20,000. The Note bears 12% interest and is convertible at a $12.5 million dollar valuation and matures on October 15, 2025.

On January 8, 2024, the Company entered a Convertible Promissory Note with a non-affiliate investor for $28,750, with a discount of $3,750. The Note bears 15% interest and matures on October 15, 2024. The Note can be converted to the Company’s common stock at 75% multiplied by the lowest trading price for the common stock during the ten trading days prior to the conversion date. As of October 21, 2024, the Convertible Promissory Note has been paid back in full.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

Convertible promissory notes payable, December 31, 2021	$	4,129,520
Issued for cash		757,274
Issued for original issue discount		(83,950	)
Repayment of cash		(60,500	)
Conversion to common stock		(348,696	)
Issuance of common stock for debt settlement		-
Debt discount related to new convertible promissory notes		(297,384	)
Amortization of debt discounts		321,969
Convertible promissory notes payable, December 31, 2022	$	4,418,233
Issued for cash		428,500
Issued for original issue discount		(38,950	)
Repayment for cash		(183,601	)
Conversion to common stock		(424,305	)
Issuance of common stock for debt settlement		-
Debt discount related to new convertible promissory notes		-
Amortization of debt discounts		200,023
Convertible promissory notes payable, December 31, 2023	$	4,399,900

On January 25, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $15,000 with an annual interest rate of 12% to a non-affiliate convertible at a $12.5 million dollar valuation, with a maturity date of October 15, 2025.

On February 7, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $15,000 with an annual interest of 12% to a non-affiliate at a $12.5 million dollar valuation, with a maturity date of October 15, 2025.

On February 9, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $10,000 with an annual interest rate of 12% convertible at a $12.5 million dollar valuation with a maturity date of October 15, 2025.

On March 7, 2024, Global Election Services entered into a Convertible Promissory Note with non-affiliate investor for $10,000, with annual interest of 12%. convertible at a $12.5 million dollar valuation with a maturity date of October 15, 2025.

On March 15, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $20,000 with an annual interest of 12% to a non-affiliate with a maturity date of October 15, 2025.

On March 15, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $10,000 with an annual interest rate of 12% to a non-affiliate with a maturity date of April 14, 2024. As of June 30, 2024, Global Election Services, Inc. has repaid this note in full.

On April 11, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $12,000 with an annual interest rate of 12% to a non-affiliate with a maturity date of April 14, 2024. As of April 25, 2024 Global Election Services, Inc. has repaid this note in full.

On May 10, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $10,000 with an annual interest rate of 12% to a non-affiliate with a maturity date of April 14, 2024. As of May 16, 2024 Global Election Services, Inc. has repaid this note in full.

On May 16, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $15,000 with an annual interest rate of 12% to a non-affiliate with a maturity date of April 14, 2024. As of June 14, 2024, Global Election Services, Inc. has repaid this note in full.

On May 31, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $15,000 with an annual interest rate of 12% to a non-affiliate with a maturity date of April 14, 2024. As of June 14, 2024, Global Election Services, Inc. has repaid this note in full.

On June 13, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor for $75,000 as part of a 90 Day Secured Loan 10% coupon, convertible at an $8 million dollar valuation. As of December 31, 2024, the maturity date is October 15, 2025.

On June 24, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor for $75,000 as part of a 90 Day Secured Loan 10% coupon, convertible at an $8 million dollar valuation. As of December 31, 2024, Global Election Services, Inc. has repaid this note in full.

On July 19, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a affiliated investor in the principal amount of $25,000 with an annual interest rate of 12% with a maturity date of October 15, 2025.

On August 2, 2024, Global Election Services, Inc. entered a Convertible Promissory Note in the principal amount of $20,000 with a non-affiliate investor. The Note bears 12% interest and is convertible at $0.16 per share, and matures on October 15, 2025.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

On August 2, 2024, in connection with the purchase of Election Services Solutions LLC , Global Election Services, Inc. and the Company entered into a Convertible Promissory Note with an investor to pay off the remaining balance of the investment and finalize its purchase. The Note is in the principal amount of $138,850, bears 12% interest and matures on October 15, 2025. The Note can be converted into the Company’s common stock at $0.16 per share.

On August 8, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $17,000. The Note bears 12% interest and matures on June 30, 2025. The Note can be converted into the Company’s common stock at $0.75 per share. This Convertible Promissory Note was repaid on October 4, 2024.

On August 22, 2024, Global Election Services, Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $35,000. The Note bears 12% interest and matures on June 30, 2025. The Note can be converted into the Company’s common stock at $0.16 per share. This Convertible Promissory Note was repaid on October 18, 2024.

On October 2, 2024, The Company received $250,000 from the issuance of a Convertible Promissory Note with a non-affiliate investor. The Note bears 15% interest and matures on October 15, 2025.

On December 13, 2024, the Company received $100,000 from the issuance of a Convertible Promissory Note with a non-affiliate investor. The Note bears 15% interest and matures on October 15, 2025.

On December 19, 2024, the Company received $170,000 from the issuance of a Convertible Promissory Note with a non-affiliate investor. The Note bears 15% interest and matures on October 15, 2025.

On December 6, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $12,000 to a non-affiliate investor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matures on October 15, 2025.

On December 9, 2024, Global Election Services, Inc. entered a Convertible Promissory Note in the principal amount of $10,000 with a non-affiliate investor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matures on October 15, 2025.

On December 9, 2024, Global Election Services, Inc. entered a Convertible Promissory Note in the principal amount of $8,500 with a non-affiliate investor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matures on October 15, 2025.

On December 10, 2024, Global Election Services, Inc. entered a Convertible Promissory Note in the principal amount of $30,000 with a non-affiliate investor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matures on October 15, 2025.

On December 31, 2024, Global Election Services, Inc. entered a Convertible Promissory Note in the principal amount of $7,500 with a non-affiliate investor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matures on October 15, 2025.

Convertible promissory notes payable at December 31, 2024 and 2023 consist of the following:

	December 31,			December 31,
	2024			2023
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through December 31, 2024, as amended. ($2,735,644 in default)	$	3,577,044		$	3,089,949
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of December 31, 2024 the conversion price would be $0.001 per share). Maturity dates through December 31, 2024, as amended. ($165,784 in default)		190,784			234,834
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through December 31, 2024, as amended. ($894,923 in default)		1,116,427			1,136,423
Total convertible promissory notes payable		4,884,255			4,461,607
Unamortized debt discount		(26,391	)		(24,851	)
Convertible promissory notes payable, net discount		4,857,865			4,436,356
Less current portion		(4,857,865	)		(4,436,356	)
Long-term portion	$	-		$	-

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

Convertible promissory notes payable, December 31, 2022	$	4,418,233
Issued for cash		428,500
Issued for original issue discount		(38,950	)
Repayment for cash		(183,001	)
Conversion to common stock		(430,812	)

Amortization of debt discounts		243,386
Convertible promissory notes payable, December 31, 2023	$	4,436,356
Issued for cash		943,600
Issued for original issue discount		(122,792	)
Repayment for cash		(394,751	)
Conversion to common stock		(128,805	)
Amortization of debt discounts		121,257
Convertible promissory notes payable, December 31, 2024	$	4,857,865

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,
	2023			2022
Risk-free interest rate		5.26-5.55	%		4.12- 4.73	%
Expected life of the options (Years)		0.50-0.51			0.01-1.30
Expected volatility		248.25%-279.55	%		204	%
Expected dividend yield		0	%		0	%
Fair Value	$	9,138		$	116,150

A rollforward of the derivative liability from December 31, 2021 to December 31, 2023 is below:

	December 31,			December 31,
	2024			2023
Risk-free interest rate		4.24	%		5.26-5.55	%
Expected life of the options (Years)		0.50			0.50-0.51
Expected volatility		450	%		248.25%-2	%
Expected dividend yield		0	%		0	%

Fair Value	$	20,799		$	9,138

Derivative liabilities, December 31, 2021		118,400
Change in fair value of derivative liabilities		(2,251	)
Derivative liabilities, December 31, 2022	$	116,150
Change in fair value of derivative liabilities		(15,442	)
Derivative liabilities, December 31, 2023	$	9,138

A rollforward of the derivative liability from December 31, 2022 to December 31, 2024 is below:

42 SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL DERIVATIVES

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Derivative liabilities, December 31, 2022	$	116,150
Change in fair value of derivative liabilities		(15,442	)
Derivative liabilities, December 31, 2023	$	9,138
Change in fair value of derivative liabilities		12,651
Derivative liabilities, December 31, 2024	$	20,799

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 8 - STOCKHOLDERS’ DEFICIT

Series B Preferred Stock

Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock. The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year. The Series B Preferred Stock may be converted into common shares, at any time, at the option of the holder. The conversion price shall be the greater of $0.01 or 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.

During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000. During the year ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock. During the year ended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares of common stock.

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 750,000 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,” $0.001 par value, is hereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (750,000). 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 5,000 votes on all matters submitted to a vote of the stockholders of the Corporation.

On July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

120,000 Series C Preferred Shares - John Matthews, CEO/CFO

120,000 Series C Preferred Shares – Martin Doane, Director

120,000 Series C Preferred Shares – Facundo Bacardi, Director

120,000 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

~~On April 28, 2016,~~ During the ~~stockholders~~year ~~approved~~ended anDecember ~~amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 100~~31,~~000,000~~ ~~to 1~~2024,~~000,000,000.~~ ~~In addition,~~ the ~~stockholders also approved an amendment to the~~ Company’s ~~Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be~~ issued ~~under the Plan from 3,000,000 shares to 7,460,000 shares.~~:

43● 474,127,419 shares of common stock for conversion of $125,805 of convertible notes and $7,968 of accrued interest.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

On October 11, 2019, the Company’s shareholders approved an increase of the Company’s authorized shares by Two Billion Common Shares

On October 5, 2022, the company announced that the Financial Industry Regulatory Association (FINRA) confirmed the below listed corporate actions requested by the Company:

• 1 for 12 Reverse Split • New Cusip: 37951M300 • Current CUSIP: 37951M102 • Daily List Announcement Date: 10/4/2022 • Market Effective Date: 10/5/2022

During the year ended December 31, 2023, the Company issued:

•● 867,519,148 shares of common stock for conversion of $819,894 of convertible notes and $71,001 of accrued interest. •● 23,603,791 shares of common stock issued for cashless exercise of 32,187,124 warrants. •● 59,322,799 shares of common stock for services of $77,937.

~~During the year ended December 31, 2022, the Company issued:~~45

•GLOBAL ARENA ~~556~~HOLDING,~~317,702~~ ~~shares of common stock for conversion of $360,947 of convertible notes and $59,166 of accrued interest~~INC. •AND ~~52,244,626 shares of common stock issued for cashless exercise of 60,729,543 warrants. • 2,598,858,127 shares of common stock were canceled and converted to 216,571,612 shares~~SUBSIDIARIES

44NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

Option Activity

A summary of the option activity is presented below:

				Weighted
			Weighted	Average
			Average	Remaining	Aggregate
	Number of		Exercise	Contractual	Intrinsic
	Options		Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2021	15,000,000		0.02	1.19	-
Granted	-
Exercised	-
Forfeited/Canceled	-
Outstanding, December 31, 2022	15,000,000		0.02	0.19	-
Granted	-
Exercised	-
Forfeited/Canceled	(15,000,000	)
Outstanding, December 31, 2023	-		-	-	-

SCHEDULE OF STOCK OPTION ACTIVITY

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Options			Price ($)		Life (in years)		Value ($)
Outstanding, December 31, 2022		15,000,000			0.02		1.19		-
Granted		-
Exercised		-
Forfeited/Canceled		(15,000,000	)
Outstanding, December 31, 2023		15,000,000			0.02		0.19		-
Granted		-
Exercised		-
Forfeited/Canceled		-
Outstanding, December 31, 2024		-			-		0-		-

Warrant Activity

A summary of warrant activity is presented below:

SCHEDULE OF WARRANT ACTIVITY

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Warrants			Price ($)		Life (in years)		Value ($)
Outstanding, December 31, 2021		539,793,230			0.007		1.40		114,802
Granted		1,050,666,667			0.003
Exercised		(60,729,543	)		0.002
Forfeited/Canceled		(148,975,119	)		0.001
Outstanding, December 31, 2022		1,380,755,235			0.003		1.40		-
Granted		29,500,000			0.002
Exercised		(32,187,124	)		0.010
Forfeited/Canceled		(332,841,921	)		0.001
Outstanding, December 31, 2023		1,045,226,190			0.001		2.17		-
Exercisable, December 31, 2023		1,045,226,190			0.001		2.17		-

4546

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

~~The exercise price for warrants outstanding at December 31, 2023:~~Warrants

Outstanding and Exercisable
Number of		Exercise
Warrants		Price
7,500,000	$	0.00250
951,812,876		0.00100
29,270,457		0.00170
4,500,000		0.00120
25,000,000		0.00200
20,000,000		0.00300
7,142,857		0.00700
1,045,226,190

A summary of warrant activity is presented below:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Exercise Price ($)		Contractual Life (in years)		Intrinsic Value ($)
Outstanding, December 31, 2022		1,380,755,235			0.003		1.40		-
Granted		29,500,000			0.001
Exercised		(32,187,124	)		0.001
Forfeited/Canceled		(332,841,921	)		0.001
Outstanding, December 31, 2023		1,045,226,190			0.003		1.40		-
Granted		150,000,000			0.001
Exercised		-
Forfeited/Canceled		(51,142,857	)		0.001
Outstanding, December 31, 2024		1,144,083,333			0.001		1.95		-
Exercisable, December 31, 2024		1,144,083,333			0.001		1.95		-

During the year ended December 31, 2024, the Company issued a total of 150,000,000 warrants in connection with the legal settlement Civil Action No. 1:23-cv-03591 . The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

	●	Expected life of 5 years
	●	Volatility of 287%;
	●	Dividend yield of 0%;
	●	Risk free interest rate of 4.66%

During the year ended December 31, 2023, the Company issued a total of 1,045,226,190 warrants in connection with a new convertible promissory note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

• ● Expected life of 2 years ● Volatility of 217% ● Dividend yield of 0%; ● Risk free interest rate of 390 - 478%

~~• Volatility of 217%;~~47

~~• Dividend~~GLOBAL ARENA ~~yield~~HOLDING, ofINC. ~~0%;~~AND SUBSIDIARIES

~~• Risk~~NOTES TO ~~free~~CONSOLIDATED ~~interest~~FINANCIAL ~~rate of 390 - 478%~~STATEMENTS

~~During~~FOR THE ~~the~~YEARS ~~year~~ENDED ~~ended~~DECEMBER ~~December~~ 31, ~~2022,~~2024 ~~the~~AND Company issued a total of 1,050,666,667 warrants in connection with a new convertible promissory note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:2023

• Expected life of 2-5 years

• Volatility of 204%;

• Dividend yield of 0%;

• Risk free interest rate of 4.12% - 4.73%

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE 9 - INCOME TAXES

As of December 31, ~~2023~~2024, the Company had approximately $2425,~~633~~509,~~492~~ 137 of federal net operating loss carryforwards available to offset future taxable income. These net operating losses which, if not utilized, begin expiring in 2029. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s net operating loss carryforwards may be subject to an annual limitation in the event of a change of control.

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, ~~2023~~ 2024 and ~~2022~~ 2023. The change in the deferred tax valuation allowance increased by approximately $~~293~~247,~~159~~ 370 and $~~375~~293,~~699~~ 159 during the years ended December 31, ~~2023~~ 2024 and ~~2022~~ 2023, respectively. The increase in 2024 and 2023 ~~and 2022~~ was a result of additional net operating losses.

The components of deferred tax assets at December 31, 2024 and 2023 ~~and 2022~~ are as follows:

	2023			2022
Deferred income tax asset
Net operating loss carryforwards	$	6,883,567		$	6,590,408
Less: valuation allowance		(6,883,567	)		(6,590,408	)
Net deferred tax asset	$	-		$	-

SCHEDULE OF DEFERRED TAX ASSETS

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.” No interest or penalties were recorded during the years ended December 31, 2023 and 2022. As of December 31, 2023 and 2022, no liability for unrecognized tax benefits was required to be reported.

	2024			2023
Deferred income tax asset
Net operating loss carryforwards	$	7,130,936		$	6,883,567
Less: valuation allowance		(7,130,936	)		(6,883,567	)
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.” No interest or penalties were recorded during the years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.

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.

4748

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 9 - INCOME TAXES (continued)

The reconciliation between the statutory federal income tax rate and the Company’s effective rate for the years ended December 31, ~~2023~~ 2024 and ~~2022~~ 2023 is as follows:

	2023			2022
Federal statutory rates		21.0	%		21.0	%
State income taxes, net of federal benefit		7.0	%		6.0	%
Non-deductible expenses		(3	%)		(5	%)
Valuation allowance against net deferred tax assets		(25	%)		(22	%)
Effective rate		0.0	%		0.0	%

	2024			2023

Federal statutory rates		21.0	%		21.0	%
State income taxes, net of federal benefit		7.0	%		7.0	%
Non-deductible expenses		(3	)%		(3	)%
Valuation allowance against net deferred tax assets		(25	)%		(25	)%
Effective rate		0.0	%		0.0	%

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, ~~the~~we ~~Company~~ entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, ~~the~~we ~~Company~~ 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 ~~the~~we ~~Company~~were ~~shall~~to pay the prior attorney ~~Two Hundred Nineteen Thousand, Five Hundred and Seventy-Six Dollars and thirty nine cents (~~$219,576.~~39).~~ ~~The amount due shall be paid to the prior attorney in payments~~ As of ~~Five Thousand Dollars per month for a period of thirty-four (34) months. On January 27, 2021,~~ the ~~Company~~date ~~made a payment~~ of ~~$5,000,~~this onAnnual ~~April 12~~Report, ~~2021,~~we ~~the~~have ~~Company~~ made atotal payment of $15,000, on August 6, 2021, the Company made a payment of $5,000. On October 1, 2021, the Company made a payment of $ 5,000 and on November 12, 2021, the Company made a payment of $10,000. On January 7, 2022, the Company made a payment of $5,000 and on February 18, 2022, the Company made a payment of $5,000. On May 5, 2022 the Company made payments of $575,000 ~~and~~toward ~~on June 22, 2022,~~ the ~~Company~~remaining ~~made payments of $5,000~~balance. ~~On December 5, 2022 the Company made payments of $5,000. On January 13, 2023 the Company made payments of $5,000.~~

On ~~October~~June 1630, ~~2020~~2022, ~~the~~we ~~Company’s~~were ~~subsidiary, Tidewater Energy Group Corp. was~~ named as a defendant in a lawsuit filed in ~~District~~the Supreme Court inof ~~and~~the ~~For Tulsa County,~~ State of ~~Oklahoma,~~New ~~CJ-2020-3172. On January 13~~York, ~~2021,~~Index ~~the~~No. ~~plaintiffs~~651531/2002 ~~added~~by ~~the~~Anthony ~~Company~~Crisci ~~to the lawsuit~~Jr. The ~~plaintiffs~~plaintiff ~~are~~alleged ~~seeking~~breach of ~~damages,~~contract ~~disgorgement~~ and ~~specific~~unjust ~~performance~~enrichment ~~relief~~ relating to aplaintiff’s ~~Purchase~~prior ~~and~~employment ~~Sale~~agreement ~~Agreement~~with ~~to purchase all of~~ the ~~membership interests in Foster Energy. The~~ Company ~~has obtained counsel to dispute the charges~~. On ~~March~~July 1819, ~~2021~~2023, ~~the~~we ~~Company~~entered into ~~filed~~ a ~~motion~~settlement toagreement ~~dismiss~~with ~~and brief in support. The Company asserted that~~ the ~~plaintiffs’~~plaintiff ~~claims are entirely without merit as the Company was not a party to the Purchase~~ and ~~Sale~~paid ~~Agreement~~plaintiff ~~or the related non-disclosure agreement~~$30,000. ~~Tidewater~~The ~~concurrently~~settlement ~~filed~~has abeen ~~motion~~paid toin ~~dismiss based on legal remedies available to Tidewater~~full. ~~On December 7, 2022 the case was dismissed with each party bearing their own attorney fees and costs.~~

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE 10 - COMMITMENTS AND CONTINGENCIES (continued)

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 owned pursuant to promissory notes and for not providing plaintiffs an opportunity to convert their promissory notes to common stock. The plaintiffs are asking for money 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 shall enter into confession of judgment agreements with each of Brett and Christian Pezzuto for the principal and interest due and owing on their respective convertible promissory notes for GAHC and GES (the “GAHC Notes” and “GES Notes”, respectively) through June 30, 2024, which totals to each Brett and Christian the sum of two hundred and thirty-four thousand dollars ($234,000) (the “GAHC Settlement Sum”). If the Company does not pay the respective GAHC Settlement Sum to both Brett and Christian prior to June 30, 2024, then Brett and Christian or their agents shall have the right to enforce the confession of judgment. Brett and Christian have the right, but not the obligation, to convert their respective GAHC Notes at $0.001 per share. If Brett and Christian do not elect to convert the GAHC Notes, the GAHC Notes will be paid as described above. In addition, Brett and Christian have each been granted seventy five million (75,000,000) warrants for a total of one hundred fifty million (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 one hundred seventy-six thousand six hundred forty-one dollars ($176,641) (the “GES Notes Sum”) for each Brett and Christian. The GES Notes will be converted into stock of 1329291 B.C. Ltd which is doing an acquisition of GES. If the GES acquisition does not take place, Brett and Christian or their agents shall have the right to enforce the confession of judgement agreements on the GES Notes. On or before June 30, 2024, the Company will reimburse Brett and Christian Pezzuto for their actual legal fees and costs incurred through the end of the performance of the settlement agreements. This cost is eighty five thousand two hundred ten dollars and eighty cents ($85,210.80) as of January 15, 2024.

On May 22, 2023, Lim Chap Huat filed a Memorandum of Law in Support of Plaintiff’s Motion for Summary Judgment in Lieu of Complaint Pursuant to CPLR 3213 in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company. The Memorandum of Law seeks summary judgment on a promissory note made by the Company in the principal amount of $200,000, plus interest at the rate of 12%, as well as attorney’s fees and costs incurred, to recover unpaid monies owned by the Company. The Company has obtained legal counsel to dispute the charges. The case is still open as of the date of filing.

NOTE 11 - AGREEMENTS

On March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA, the Company will purchase 100% of the assets of Election Services Solutions, LLC and the Company will pay $650,000, of which $511,150 has already been paid, and issue 40,000,000 common shares to purchase these assets under this second amended APA. This APA replaces the first amended purchase agreement signed on May 10, 2019, wherein the Company was to purchase 100% of the assets of Election Services Solutions, LLC. The Company was to pay $550,000, of which $511,150 has already been paid, and issue 20,000,000 common shares to purchase these assets under this first amended APA. GES derives over 80% of its current business from Election Services Solutions. Management anticipates the closing of this transaction will occur in the third quarter of 2024.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

OnNOTES TO ~~May~~CONSOLIDATED ~~13,~~FINANCIAL 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 10,000,000 common shares to VP for services rendered, and VP will own 100% of the rights to the software, while GES will be responsible for all administrative and other election procedures. This transaction will close in the third quarter of 2024.STATEMENTS

OnFOR THE ~~January~~YEARS ~~14,~~ENDED ~~2022,~~DECEMBER ~~GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel Rodriquez will receive 15~~31,~~000,000~~ ~~million~~2024 ~~common~~AND 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 30,000,000 warrants to purchase the Company’s common shares at a price of $0.005 as consideration for the services of HCAS and Mr. Magdiel Rodriquez. Mr. Rodriguez has over 25 years’ experience in the areas of Information Security, Enterprise Risk Management and Compliance, Information Technology and Operations including 21 years with Visa Inc. where he performed as Senior Business Leader of Information Security. Magdiel has extensive experience in a broad range of areas related to Information Security, Network Engineering, and Enterprise Governance, Risk and Compliance and Payment networks within the financial industry. Management anticipates the closing of this transaction will occur in the first quarter or early third quarter of 2024.2023

NOTE 10- COMMITMENTS AND CONTINGENCIES (continued)

On or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled on or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement agreement, the Company acknowledged the sum of $234,000 collateralized by confessions of judgment in favor of each of Brett and Christian Pezzuto in the sum of $234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000 warrants, at a strike price of $0.001 per share for a period of five years. The GES Notes have an outstanding principal and interest balance of $176,641 (the “GES Notes Sum”) for each Brett and Christian Pezzuto. The GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company subsequently determined not to proceed with 1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to enforce the confession of judgment plus alleged legal fees of $85,210.80 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $234,000 toward the settlement agreement. On July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the settlement agreement. The Company’s attorneys are currently negotiating the final payment, and a settlement of the GES Notes.

On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note in the principal amount of $200,000, plus interest at the rate of 12%, as well as attorney’s fees. On October 29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr. Lim Chap Huat and agreed to pay a total of $275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $250,000 of the settlement debt. On January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.

NOTE 11 - SOFTWARE

For the year ended December 31, 2024 and 2023, we capitalized $52,498 and $Nil of such costs representing the costs incurred in for the enhancement of the GES Software.

NOTE 12 - AGREEMENTS

On March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA, the Company will purchase 100% of the assets of Election Services Solutions, LLC and the Company will pay $650,000, of which $511,150 has already been paid, and issue 40,000,000 common shares to purchase these assets under this second amended APA. This APA replaces the first amended purchase agreement signed on May 10, 2019, wherein the Company was to purchase 100% of the assets of Election Services Solutions, LLC. The Company was to pay $550,000, of which $511,150 has already been paid, and issue 20,000,000 common shares to purchase these assets under this first amended APA. GES derives over 80% of its current business from Election Services Solutions. On August 2, 2024, the Company entered into a convertible promissory note agreement with the former owner of Elections Service Solutions managing director to finalize the purchase of GES. The note has a principal amount of $138,850 due on October 15, 2025, with an annual interest rate of 12%.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 12 - AGREEMENTS (continued)

On May 13, 2019, the Company entered into a joint venture agreement with Voting Portals, LLC (VP), a Florida limited liability company. Pursuant to this agreement, the joint venture will be making use of the VP online e-voting web portal solutions and proprietary e-voting software programs to service and fulfill GES’s clients’ online elections and other e-voting events pursuant to the terms of the agreement, as well as any other ventures and relationships agreed to pursuant to the goals of the agreement. The Agreement was amended and as part of this agreement, the Company will be issuing 10,000,000 common shares to VP for services rendered, and VP will own 100% of the rights to the software, while GES will be responsible for all administrative and other election procedures. This transaction will close in the fourth quarter of 2025.

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).

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 Global Election Services Inc. •● Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology. •● Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform. ● Development of an implementation recommendation with respect to Voting on the Blockchain Platform. ● Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation. ● Project Management during the engagement.

• Development of an implementation recommendation with respect to Voting on the Blockchain Platform. • Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation. • Project Management during the engagement.51

50GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

~~GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

~~NOTE~~FOR THE 11YEARS -ENDED ~~AGREEMENTS~~DECEMBER ~~(continued)~~31, 2024 AND 2023

NOTE 12 - AGREEMENTS (continued)

GES Investment in TrueVote Inc.

On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing 30% of TrueVote Inc. The Company on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the agreement GES is to invest an additional $10,000 and the Company issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. On June 1st, 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. The transaction closed on February 27, 2023.

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 15, 2019, GES entered ~~into~~ a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES ~~will~~was invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of Global Arena Holding Inc., (“GAHC”). GAHC will receive 3 million common shares of TrueVote, representing 30% of TrueVote Inc. TrueVote, Inc. is building a comprehensive end-to~~-end,~~ ~~de-centralized,~~invest 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. Upon the closing of the agreement, GES will have invested $50,000 into a 24 Month Debenture and ~~will~~issue ~~have issued~~ a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company,. ~~and~~The ~~the~~ Company will receive 3~~,000,000~~ million common shares of TrueVote, ~~Inc.~~representing 30% ~~as part~~ of ~~the~~TrueVote ~~joint venture between the companies~~Inc. The Company on December 17, 2019, paid $ 40,000 to True Vote. ~~The~~Under ~~Company~~the ~~will~~terms ~~pay~~of the agreement GES is to invest an additional $10,000 and the Company issues a 3 -year warrant exercisable at $0.01 for 4,500,000 common shares of the Company~~, in the 1st quarter of 2021~~. ~~The transaction closed on February 27, 2023.~~

5152

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

~~NOTE~~NOTES TO 11CONSOLIDATED -FINANCIAL ~~AGREEMENTS (continued)~~STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 12 - AGREEMENTS (continued)

On February 27, 2023, GES entered into a First Amendment to a Convertible Promissory Note with an investor originally dated December 20, 2019. The related Stock Purchase Agreement signed December 19, 2019, wherein GES received 3,000 common shares of the 10,000 common stock outstanding of TrueVote remained unchanged. As part of TrueVote revised transaction, new GAHC warrants were issued to the Principals of True Vote Inc., Brett Morrison and Ped Hasid. The warrants were issued on February 27, 2023 and each individual is entitled to exercise the warrants to purchase a maximum of 2,250,000 (Two Million, Two Hundred Fifty Thousand) fully-paid and non-assessable shares of the GAHC Common Stock, par value $0.001 per share at an exercise price of $0.0012 per Share, replacing a previous conversion price of $0.01. The warrants are exercisable for a period of two years from the issuance date. . The transaction closed on February 27, 2023.

2) Tidewater Energy Group Inc.

On November 19, 2019, the Company ~~incorporated~~formed aTidewater ~~new~~Energy ~~wholly~~Group ~~owned~~Inc., ~~entity~~a in51% ~~the~~subsidiary, ~~State~~formed ofto ~~Delaware~~explore ~~called~~opportunities ~~Tidewater~~in ~~Energy~~the ~~Group~~oil, ~~Inc~~gas, mineral, and energy business. The ~~Board~~Company ofclosed ~~Directors~~Tidewater ~~appointed~~Energy ~~John~~Group SInc. ~~Matthews~~on ~~and~~December ~~Jason~~31, ~~Old as Board members.~~ 2024

The Company was formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized: par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020. The Company plans to close Tidewater Energy Group Inc. in the third quarter of 2024.

3) GAHI Acquisition Corp.

On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of Directors to infuse an initial deposit of $50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition will be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company will cause GAHI Acquisition to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. The Company added Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company’s Board of Directors authorized the termination of the transaction previously authorized to infuse an initial deposit of $50,000 into GAHI Acquisition for general capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. GAHI Acquisition will remain a 100% subsidiary of the Company and will focus on Blockchain related companies for investments and acquisition. The Company closed GAHI Acquisition on September 30, 2024.

~~On January 11, 2022, the Company entered into a~~ ~~12%~~4) Fortis ~~annum interest convertible promissory note withan investor for the principal amount of $140~~Industria,~~000 with~~ an original issue discount in the amount of $14,000 mature in twelve months. The note can be converted to the Company’s common stock at $0.0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant; the first common stock purchase warrant for a total of 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0005 per share vesting in five years.LLC

On January ~~February 2~~26, ~~2022~~2023, ~~Global~~the ~~Election~~Company ~~Services,~~filed ~~Inc.~~Articles ~~entered~~of ~~into~~Organization awith ~~promissory~~the ~~note~~State ~~with~~of anNevada ~~investor~~to ~~for~~create ~~the~~a ~~amount~~limited ofliability ~~$12~~company called Fortis Industria,~~000 with~~ ~~original~~LLC. ~~issue~~The ~~discount~~Company owns 90% of ~~$2,000~~the member interests. ~~The~~John ~~note~~S. ~~has~~Matthews, ~~been~~an ~~repaid~~officer inand ~~full~~director asof the Company owns 5% of ~~March~~ ~~31,~~the member ~~2022~~interests. Fortis is currently discussing potential new acquisitions.

On5) Enfield ~~February~~Exploration ~~3, 2022, Global Election Services, Inc~~Corp. ~~entered into a promissory note with an investor for the amount of $17,500 with original issue discount of $2,500. The note bears 10% interest and mature in six months.~~

On March 3028, ~~2022~~2023, ~~the~~GES ~~Company~~ entered into a ~~convertible~~non-binding ~~note~~letter of intent with anEnfield ~~investor~~Exploration ~~for~~Corp., a corporation existing under the ~~amount~~laws of the Provinces of ~~$10~~British Columbia,~~500.~~ ~~The~~Albert ~~note~~and ~~bears~~Ontario, ~~a 12%~~whereby ~~interest~~Enfield ~~and~~will ~~mature~~acquire inthe ~~twelve~~business ~~months~~of GES. The ~~Note~~purchase ~~can~~price shall be ~~converted~~the ~~into 8~~issuance of 10,000,000 shares of Enfield at a deemed price of $0.50 per share in exchange for all of the ~~Company’s~~issued ~~common~~and ~~stock~~outstanding shares of GES. This transaction was terminated on September 1, 2023.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE 11 - AGREEMENTS (continued)

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $20,000. The note bears a 12% interest and mature in twelve months. The Note can be converted into 8,000,000 shares of the Company’s common stock.

On February 11, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $140,000 with an original issue discount in the amount of $14,000 mature in twelve months. The note can be converted to the Company’s common stock at $0.0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0005 per share vesting in five years.

On February 2, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note has been repaid in full as of September 30, 2022.

On February 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $16,500 with original issue discount of $2,500. The note bears 10% interest and mature in six months. On May 20, 2022, the company entered into a new agreement including the original payment and two additional payments of $10,000 on April 15, 2022 and $26,000 on May 20, 2022. The note bears an interest of 12% and matures in 30 days. On August 16, 2022, entered into a new agreement including the payments above, an additional payment of $7,000 on August 16, 2022. The note bears an interest of 12% and matures in 30 days.

On April 7, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,500 with original issue discount of $2,500. The note bears 12% interest and matures in 21 days. The note has been repaid in full as of September 30, 2022.

On April 7, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,500 with original issue discount of $1,500. The note bears 12% interest and matures in 21 days.

On May 27, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $10,000. The note bears 12% interest and matures in three months.

On June 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note bears 10% interest and matures in 2 months.

On June 15, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $140,000 with an original issue discount in the amount of $14,000 mature in twelve months. The note can be converted to the Company’s common stock at $0.0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0010 per share vesting in five years.

On August 23, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $62,000 with an original issue discount in the amount of $6,200 mature in twelve months.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

~~NOTE~~NOTES TO 11CONSOLIDATED -FINANCIAL ~~AGREEMENTS (continued)~~STATEMENTS

OnFOR THE ~~December~~YEARS ~~30,~~ENDED ~~2022,~~DECEMBER ~~the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $150~~31,~~000~~ ~~with~~2024 anAND mature in sixteen months. The note can be converted to the Company’s common stock at $0.0025 per share. In connection with the issuance of the convertible promissory note, the Company also issued one common stock purchase warrant, the common stock purchase warrant for a total of 7,500,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0025 per share vesting in five years.2023

~~On January 26, 2023, the Company entered into a convertible note with an investor for the amount of $54,600. The note bears a~~ NOTE 12% ~~interest~~- ~~and~~AGREEMENTS ~~mature in twelve months.~~ (continued)

~~On January 31, 2023, the Company and a note holder entered into a settlement, beginning February 5, 2023 and on the fifth day of the next four (4~~6) 1329291 months thereafter, the Company shall secure a third party (a “Third Party Purchaser”) to purchase from Holder a minimum of Sixty Thousand Dollars ($60,000) of unpaid principal and accrued interest under the Note and on July 1, 2023 the Company shall secure a Third Party Purchaser to purchase from Holder all remaining unpaid principal and accrued interest under the Note with each such purchase to be allocated pro rata between the remaining unpaid principal and accrued interestB. ~~The~~C. ~~Company has been working with the note holder on an ongoing basis to complete the terms of the settlement~~Ltd.

On November ~~January 31~~29, 2023, ~~Global~~the ~~Election~~Company ~~Services~~signed ~~entered~~an ~~into~~amended and restated non-binding letter of intent letter that sets out the terms and conditions pursuant to which 1329291 B.C. Ltd. a ~~Loan~~company ~~agreement~~incorporated ~~with~~under anthe ~~investor~~laws ~~for~~of the ~~amount~~Province of ~~$41~~British Columbia and a reporting issuer in the provinces of British Columbia,~~000~~ Alberta, Saskatchewan, Manitoba, will acquire all of the issued and outstanding equity securities and securities convertible into equity securities of Global Election Services Inc. The ~~company~~purchase ~~will~~price ~~repay~~shall be the ~~loan~~issuance inof 2422,000,000 common ~~weekly~~shares ~~fixed~~of ~~payments~~1329291 B.C. Ltd. at a deemed price of $~~2,426~~0.25 ~~This~~per ~~note~~share ~~was~~in ~~paid~~exchange ~~off~~for asall of ~~June~~the 30issued and outstanding shares of GES. The Company’s Board of Directors terminated this Letter of Intent on September 2, ~~2023~~2024, after thorough due diligence.

OnNOTE 13 ~~March~~- ~~10,~~SUBSEQUENT ~~2023, the Company entered into a convertible note with an investor for the amount of $32,500. The note bears a 12% interest and mature in twelve months.~~ EVENTS

OnThe Company ~~March~~has 7,evaluated ~~2023,~~subsequent ~~the~~events ~~Company~~from ~~entered~~the ~~into~~consolidated abalance ~~warrant~~sheet ~~purchase~~date ~~agreement~~through ~~with~~September ~~an investor~~26, ~~for~~2025 (the ~~purchase~~consolidated offinancial statements upissuance todate). ~~ten~~Based ~~million~~upon ~~shares~~the atreview, athe ~~par~~Company ~~value~~did ofnot ~~$0.001~~identify ~~and~~other ~~the~~subsequent ~~price~~events ofthat ~~$0.002~~would ~~per~~have ~~share.~~required ~~The~~adjustment or ~~agreement~~disclosure ~~will~~in ~~expire~~the ~~two~~financial ~~years~~statement, ~~after~~except for the ~~date of issuance.~~ following:

On March 8, 2023, the Company entered into a Media Consulting Agreement with an investor (Media Consultant). The media consultant will provide consulting services in related to their operation and shall receive $3,200 per month for 6 months and the parties may negotiate to extend the term of the agreement. This agreement was terminated by the Company June 1st, 2023.Settlement Agreements

On ~~February~~June 2730, ~~2023~~2022, ~~Global~~we ~~Election~~were ~~Services~~named ~~entered~~as ~~into~~ a ~~First~~defendant ~~Amendment~~in to a ~~Convertible~~lawsuit ~~Promissory~~filed ~~Note~~in ~~with~~the anSupreme ~~investor~~Court ~~originally~~of ~~dated~~the ~~December~~State 20of New York, Index ~~2019~~No. 651531/2002 by Anthony Crisci Jr. The ~~related~~plaintiff ~~Stock~~alleged ~~Purchase~~breach ~~Agreement~~of ~~signed~~contract ~~December~~and unjust enrichment relating to plaintiff’s prior employment agreement with the Company. On July 19, ~~2019~~2023, ~~wherein~~we ~~GES~~entered ~~received~~into ~~3,000~~a ~~common~~settlement ~~shares~~agreement ofwith the 10plaintiff and paid plaintiff $30,000. ~~common~~The ~~stock~~settlement ~~outstanding~~has ofbeen ~~TrueVote~~paid ~~remained~~in ~~unchanged~~full.

AsOn ~~part~~or ofabout ~~TrueVote~~May ~~revised~~1, ~~transaction~~2023, ~~new~~Brett ~~GAHC~~Pezzuto ~~warrants~~and ~~were~~Christian ~~issued~~Pezzuto tofiled a complaint in the ~~Principals~~United States District Court for the Southern District of ~~True~~New ~~Vote~~York ~~Inc~~(Civil Action No., ~~Brett~~1:23-cv-03591) ~~Morrison~~against the Company and ~~Ped~~GES ~~Hasid~~for nonpayment of certain promissory notes. The ~~warrants~~case ~~were~~was ~~issued~~settled on or about February 2712, ~~2023~~2024, ~~and~~with ~~each~~an ~~individual~~amendment isto ~~entitled~~the tosettlement ~~exercise~~agreement signed by the ~~warrants~~parties toon ~~purchase~~April 19, a2024. ~~maximum~~Under this settlement agreement, the Company acknowledged the sum of 2$234,~~250,~~000 ~~(Two~~collateralized ~~Million,~~by ~~Two~~confessions ~~Hundred~~of ~~Fifty~~judgment ~~Thousand)~~in ~~fully-paid~~favor of each of Brett and ~~non-assessable~~Christian ~~shares~~Pezzuto ofin the ~~GAHC~~sum ~~Common~~of ~~Stock~~$234,000. ~~par~~In ~~value~~addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000 warrants, at a strike price of $0.001 per share atfor a period of five years. The GES Notes have an outstanding ~~exercise~~principal ~~price~~and interest balance of $0176,641 (the “GES Notes Sum”) for each Brett and Christian Pezzuto.~~0012~~ ~~per~~The ~~Share,~~GES Notes ~~replacing~~were ato ~~previous~~be ~~conversion~~converted ~~price~~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 $085,210.0180 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $234,000 toward the settlement agreement. On July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the settlement agreement. The ~~warrants~~Company’s attorneys are ~~exercisable~~currently ~~for~~negotiating athe ~~period~~final ofpayment, ~~two~~and ~~years~~a ~~from~~settlement of the ~~issuance~~GES ~~date~~Notes.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

~~NOTE~~NOTES TO ~~11 – AGREEMENTS~~CONSOLIDATED ~~(continued)~~FINANCIAL STATEMENTS

OnFOR THE ~~April~~YEARS 8,ENDED ~~2023,~~DECEMBER ~~Global Election Services~~31, ~~entered~~2024 ~~into~~AND a secured Original Discount Convertible Promissory Note with an investor for the amount of $7,000, with an original discount amount of $3,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.0040 per share. This note was paid off as of June 30, 2023.

OnNOTE ~~April~~13 - ~~11,~~SUBSEQUENT ~~2023~~EVENTS Global Elections Services, Inc. entered into a Convertible Promissory Note with an investor for $15,000. The note bears a 12% interest and matures in twelve months. The Note can be converted into Global Election Services Inc. common stock at an $5,000,000 valuation.(continued)

On May 1822, 2023, ~~Global~~Lim ~~Arena~~Chap ~~Holdings,~~Huat ~~Inc,~~filed ~~entered~~a ~~into~~Motion anfor ~~unsecured~~Summary ~~Convertible~~Judgment ~~Promissory~~in ~~Note~~Lieu of ~~with~~Complaint anin ~~investor~~the ~~for~~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 $20200,000., ~~The~~plus ~~note~~interest ~~bears~~at athe rate of 12%, ~~interest~~as well as attorney’s fees. On October 29, 2024, we entered into a Settlement Agreement and ~~matures~~Mutual inLimited ~~twelve~~Release ~~months~~with Mr. ~~The~~Lim ~~note~~Chap ~~can~~Huat beand ~~converted~~agreed to ~~the~~pay ~~Company’s~~a ~~common~~total ~~stock~~of at$275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $0250,000 of the settlement debt.~~001~~ ~~per~~On ~~share~~January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.

On June 1, 2023, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $5,800 with an annual interest of $12% to a non-affiliate with a maturity date of September 1, 2023. This note was paid off as of June 30, 2023.Easterly APA

On July ~~June 6~~1, ~~2023~~2025, ~~Global~~the ~~Elections~~Company ~~Services, Inc.~~ entered into anthat ~~unsecured~~certain ~~Convertible~~Asset ~~Promissory~~Purchase ~~Note~~Agreement at(the ~~$20,000~~“Easterly APA”) with anGES ~~investor~~Acquisition Corp., a ~~The~~Delaware ~~note~~corporation ~~bears~~(“GES aAcquisition ~~12%~~Corp.”); ~~interest~~Global ~~rate~~Election ~~and~~Services, ~~matures~~Inc., ina ~~six~~Delaware ~~months.~~corporation ~~The~~and ~~note~~a ~~can~~wholly beowned subsidiary ~~converted~~of to the Company’s ~~common~~(“GES”); ~~stock~~Global atElection ~~$0.40~~Services ~~per~~Holding ~~share~~LLC, a Delaware limited liability company (“GES Holding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).

OnAsset Purchase. ~~June~~Pursuant 6,to ~~2023,~~the ~~Global~~Easterly ~~Elections Services~~APA, ~~Inc~~GES Acquisition Corp. ~~entered~~agreed ~~into~~to anacquire ~~unsecured~~substantially ~~Convertible~~all ~~Promissory~~of ~~Note~~the ~~with~~operating anassets ~~investor~~of atGES as $6it relates to its business of providing technology-enabled absentee paper ballot,~~500~~ mail ballot, and online election services within the United States (the “Business”). The ~~note~~assets ~~bears~~being asold ~~12%~~include ~~interest~~all ~~rate~~tangible and ~~matures~~intangible ~~June~~property 12used in the Business, contracts, ~~2023.~~intellectual ~~The~~property, ~~note~~assigned ~~can~~permits, beaccounts ~~converted~~receivable, rights to ~~the~~causes ~~Company’s~~of ~~common~~actions ~~stock~~and atwarranties, $0purchased records, and business goodwill.50 ~~per~~GES ~~share~~Acquisition Corp. will also assume certain specified liabilities. The ~~note~~Easterly ~~has~~APA ~~been~~excludes ~~repaid~~specific inassets and ~~full~~liabilities, asincluding ofbut ~~June~~not 30limited to GES’s cash and equivalents, ~~2022~~tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the Easterly APA.

~~On June 6, 2023, Global Election Services, Inc~~Consideration. The ~~entered~~total ~~into~~consideration apayable ~~convertible~~to ~~promissory note in~~ the ~~principal~~Company ~~amount~~and ofits ~~$10,000~~shareholders ~~with~~in anconnection ~~annual interest rate of 12%~~ with the ~~maturity~~transaction ~~date is June 6, 2024. This note was paid off as of June 30, 2023.~~include:

On- ~~June~~$2.3 7,million ~~2023~~in cash, ~~Global~~a ~~Election~~portion ~~Services~~of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the transaction (“Closing”), ~~Inc.~~in ~~entered~~exchange ~~into~~for an2,453,333 ~~unsecured~~shares of Series A Convertible ~~Promissory~~Preferred ~~Note~~Stock ~~with~~of anGES ~~investor~~Acquisition atCorp. ~~$10~~(“Series A Stock”) issued to Easterly; - 4,000.,000 ~~The~~shares ~~note~~of ~~bears~~common astock ~~12%~~of ~~interest~~GES ~~rate~~Acquisition ~~and~~Corp. ~~matures~~issued into ~~six~~GES ~~months~~Holding; - Forgiveness of $1.125 ~~The~~million ~~note~~in ~~can~~Company beand/or ~~converted~~GES debt owed to Easterly, satisfied through the ~~Company’s~~issuance ~~common~~of ~~stock~~1,200,000 atshares of Series A Stock; and - Entry into a $02.402 ~~per~~million ~~share~~credit facility agreement between Easterly and GES Acquisition Corp., convertible into Series A Stock under specified conditions.

~~The~~Employment. Upon ~~note~~Closing, ~~can~~John beMatthews ~~converted~~and toKathryn ~~the~~Weisbeck ~~Company’s~~will ~~common~~enter ~~stock~~into atemployment ~~$0.0005 per~~agreements ~~share~~with GES Acquisition Corp., Inand ~~connection~~enter ~~with~~into a ~~the~~Non-disclosure, ~~issuance~~Non-solicitation ofand ~~the~~IP ~~convertible~~Rights ~~promissory~~Agreement. ~~note~~Further, ~~the~~John ~~Company~~Matthews ~~also~~will ~~issued~~be ~~two~~appointed ~~common~~as ~~stock~~a ~~purchase~~director ~~warrant,~~of GES Acquisition Corp. and the ~~first~~Board ~~common~~of ~~stock~~Directors ~~purchase~~of ~~warrant~~GES ~~for~~Acquisition aCorp. ~~total~~will ~~of 50,000,000 shares~~be oflimited ~~the~~to ~~Company’s~~no ~~common~~more ~~stock~~than ~~and~~two ~~the~~other ~~second~~persons. ~~common~~GES ~~stock~~Acquisition ~~purchase~~Corp. ~~warrant~~may offer ~~for~~employment ato ~~total~~selected ~~of 180,000,000 shares~~GES ofemployees ~~the~~at ~~Company’s~~its ~~common~~discretion; ~~stock.~~those ~~The~~employees ~~exercise~~will ~~price~~become ~~for~~“Hired ~~both~~Employees” ~~warrants~~and transition plans are ~~$0.002 per~~outlined ~~share~~for ~~vesting~~benefit ~~in five~~coverage ~~years~~and COBRA compliance.

OnClosing Conditions. ~~June~~The ~~14,~~transaction ~~2023,~~is ~~Global~~subject ~~Election~~to ~~Services~~standard conditions, ~~Inc.~~including ~~entered~~but ~~into~~not anlimited ~~unsecured~~to ~~Convertible~~receipt ~~Promissory~~of ~~Note~~required ~~with~~stockholder anapprovals by ~~investor~~GES atand ~~$30,000.~~the ~~The~~Company; ~~note~~repayment ~~bears~~or asettlement ~~12%~~of ~~interest~~all ~~rate~~GES debt; no injunctions or governmental restriction on the transaction; and ~~matures~~no material inadverse ~~six~~effect ~~months~~on either party from the Effective Date of the Easterly APA through Closing. ~~The~~Closing ~~note~~is ~~can~~also beconditioned ~~converted~~upon the tofinalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series ~~Company’s~~A ~~common~~Stock, ~~stock~~debt atsettlement ~~$0.40~~agreements, ~~per~~employment ~~share~~agreements, and the credit facility agreement.

On July 7, 2023, Global Election Services, entered into a secured Original Discount Convertible Promissory Note with an investor for the amount of $57,500, with an original discount amount of $7,500. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.40 per share.

On July 13, 2023, Global Election Services entered into a Loan agreement with an investor for the amount of $78,100. The company will repay the loan in 28 weekly fixed payments of $2,789.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~

~~NOTE~~NOTES TO ~~11 – AGREEMENTS~~CONSOLIDATED ~~(continued)~~FINANCIAL STATEMENTS

OnFOR THE ~~August~~YEARS 4,ENDED ~~2023,~~DECEMBER ~~Global Election Services~~31, ~~entered~~2024 ~~into~~AND a secured Original Discount Convertible Promissory Note with an investor for the amount of $30,000, with an original discount amount of $5,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.040 per share.2023

OnNOTE ~~August~~13 - 8,SUBSEQUENT ~~2023,~~EVENTS Global Election Services, entered into a secured Original Discount Convertible Promissory Note with an investor for the amount of $23,000, with an original discount amount of $5,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.040 per share. This note was paid off as of September 30, 2023.(continued)

OnTermination. The ~~August~~Easterly ~~14,~~APA ~~2023,~~may ~~Global~~be ~~Election~~terminated ~~Services,~~by ~~entered~~mutual ~~into~~written aconsent; ~~secured~~upon ~~Original~~breach ~~Discount~~by ~~Convertible~~any ~~Promissory~~party ~~Note~~that ~~with~~is annot ~~investor~~cured ~~for~~within the ~~amount~~specified ofperiod; if ~~$23,000,~~required ~~with~~stockholder anapprovals ~~original~~are ~~discount~~not ~~amount~~obtained; ofor ~~$5,000.~~if ~~The~~the ~~note~~transaction ~~bears~~does anot ~~12%~~close ~~interest~~by ~~and~~August ~~matures~~31, in2025. ~~twelve~~See ~~months~~“—Amendment No. ~~The~~1 ~~note can be converted~~ to ~~the~~Easterly ~~Company’s~~APA” ~~common stock at $0~~below.~~040 per share. This note was paid off as of September 30, 2023.~~

OnIndemnification. The ~~August~~Easterly ~~25,~~APA ~~2023,~~includes ~~Global~~mutual ~~Election~~indemnification ~~Services,~~obligations ~~entered~~whereby ~~into~~GES aand ~~secured~~Company ~~Original~~agreed ~~Discount~~to ~~Convertible~~indemnify ~~Promissory~~GES ~~Note~~Acquisition ~~with~~Corp. anand ~~investor~~Easterly against ~~for~~liabilities ~~the~~arising ~~amount~~from ofexcluded ~~$5,000,~~assets ~~with~~or anliabilities ~~original~~and ~~discount~~breaches ~~amount~~ of ~~$500~~representations. ~~The~~GES ~~note~~Acquisition ~~bears~~Corp. aand ~~12%~~Easterly ~~interest~~also agreed ~~and~~to ~~matures~~indemnify inGES ~~twelve~~and ~~months.~~the ~~The~~Company ~~note~~against ~~can~~liabilities bearising ~~converted~~from toassumed ~~the~~obligations ~~Company’s~~and ~~common~~breaches. ~~stock~~Indemnification atclaims must exceed $~~0.040~~100,000 ~~per~~and ~~share.~~total ~~This~~liability ~~note~~for ~~was~~non-fraud ~~paid~~claims ~~off~~was ascapped ofat ~~September~~$1.375 ~~30, 2023~~million.

~~On September 13, 2023, Global Election Services entered into a Loan agreement with an investor for the amount of $49,170~~Amendment No. ~~The~~1 ~~company~~to ~~will~~Easterly ~~repay the loan in 14 weekly fixed payments of $3,513.~~APA

On August ~~September~~29, 152025, ~~2023~~GAHI, GES Acquisition Corp., GES, Global Election Services, ~~entered~~Holding ~~into~~LLC, aand ~~secured~~Easterly ~~Original~~CV ~~Discount~~VI ~~Convertible~~LLC ~~Promissory~~entered ~~Note~~into ~~with~~that certain anAmendment ~~investor~~No. ~~for~~1 to the ~~amount~~Easterly ofAPA ~~$15,500,~~(the ~~with~~“Amendment”) anto ~~original~~amend ~~discount~~Section ~~amount~~9.01(b) ofto ~~$5,000.~~change ~~The~~the ~~note~~“Outside Closing ~~bears~~Date” afrom ~~12%~~August ~~interest~~31, ~~and~~2025 ~~matures~~to inOctober ~~twelve~~15, ~~months~~2025. ~~The~~All ~~note~~other ~~can~~terms beof ~~converted to~~ the ~~Company’s~~Easterly ~~common~~APA ~~stock~~remain atin ~~$0.040~~full ~~per~~force ~~share~~and effect.

~~On October 24, 2023, Global Election Services, entered into a secured Original Discount Convertible~~ Promissory Note with an investor for the amount of $25,000, with an original discount amount of $5,000. The note bears a 12% interest and matures on November 20 2024. The note can be converted to the Company’s common stock at $0.040 per share. Notes

OnThe Company ~~November~~has 3,received ~~2023, Global Election Services entered into a Loan agreement with an investor for~~ the ~~amount~~following ofadvances ~~$63,750.~~to ~~The~~fund ~~company~~working ~~will~~capital ~~repay~~and ~~the~~transaction ~~loan~~expenses in 84the ~~daily~~form ~~fixed payments~~ of ~~$759~~notes.

● On ~~December~~October 62, ~~2023~~2024, ~~Global~~the ~~Election~~Company ~~Services~~received $250,000 ~~Inc~~from the issuance of a Convertible Promissory Note with an investor. ~~entered~~The ~~into~~note bears a 15% interest rate and matures October 15, 2025. ● On December 13, 2024, the Company received $100,000 from the issuance of a Convertible Promissory Note with an ~~unsecured~~investor. The note bears a 15% interest rate and matures October 15 2025. ● On December 19, 2024, the Company received $170,000 from the issuance of a Convertible Promissory Note with an investor. atThe note bears a 15% interest rate and matures October 15, 2025. ● On January 31, 2025, the Company received $10200,000 from the issuance of a Convertible Promissory Note with an investor. The note bears a 1215% interest rate and matures October 15, 2025. ● On March 14, 2025, the Company received $125,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 12% interest and matures on ~~Feb~~October 2415, ~~2024~~2025. ● On April 21, 2025, the Company received $400,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 12% interest and matures on October 15, 2025. ● On June 30, 2025, the Company received $400,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 12% interest and matures on October 15, 2025. ● On August 22, 2025, the Company received $150,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears 12% interest and matures on October 15, 2025.

OnThe Company ~~December~~used ~~12,~~(i) ~~2023~~$270,000 ~~Global~~of ~~Election~~the ~~Services,~~proceeds ~~Inc.~~from ~~entered~~the ~~into~~above annotes ~~unsecured~~to ~~Convertible~~pay ~~Promissory~~the ~~Note~~Lim ~~with~~settlement; an(ii) ~~investor at~~ $20234,000. ~~The~~of ~~note~~the ~~bears~~proceeds ato ~~12%~~pay ~~interest~~the ~~rate~~Brett Pezzuto settlement, and ~~matures~~(iii) on$234,000 ~~Feb~~of ~~28,~~the ~~2024.~~proceeds to pay the Christian Pezzuto settlement.

OnIn addition, ~~December~~since ~~13,~~January ~~2023~~1, ~~Global Election Services~~2025, ~~Inc.~~the ~~entered~~Company ~~into~~raised ~~an unsecured Convertible Promissory Note with an investor at~~ $30244,~~000.~~500 ~~The~~through ~~note~~the ~~bears~~issuance aof ~~12%~~promissory ~~interest rate and matures on Feb 28~~notes, ~~2024.~~as disclosed below:

● On ~~December~~February 2819, ~~2023~~2025, Global Election Services, Inc. ~~entered~~issued ~~into~~a ~~an unsecured~~ Convertible Promissory Note in the principal amount of $115,000 with an ~~investor~~OID atof $2015,000 to a non-affiliate. The ~~note~~Note bears a 12% interest ~~rate~~and is convertible at a $9,375,000 valuation and matures on ~~Feb~~October 2815, ~~2024~~2025.

	●	On March 10, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $7,500 to a non-affiliate. The Note bears 12% interest and is convertible at a $9,375,000 valuation and matures on October 15, 2025.

	●	On March 12, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $22,500 to a non-affiliate. The Note bears 12% interest and is convertible at a $9,375,000 valuation and matures on October 15, 2025.

●

On March 12, 2025, Global Election Services, Inc. issued an Original Issue Discount Convertible Promissory Note in the principal amount of $ 27,500 with an OID of $2,500 to a non-affiliate. The Note bears 12% interest and is convertible at a $9,375,000 valuation and matures on October 15, 2025.

	●	On June 6, 2025, Global Election Services entered into a loan agreement with a non-affiliate in the amount of $87,000 at 6%. The Company will repay the loan in 28 weekly fixed payments of $3,107.

	●	On September 5, 2025, Global Election Services entered into a loan agreement with a non-affiliate in the amount of $50,750 at 6%. The Company will repay the loan 21 weekly fixed payments of $2,414.

Certificate of Correction to Certificate of Incorporation

Subsequent to December 31, 2024, management discovered an error in its filings with the Delaware Secretary of State’s office. At the Company’s 2018 annual meeting of stockholders held on November 16, 2018, the Company’s stockholders voted to approve a 1-for-4 reverse stock split of the Company’s outstanding common shares (the “Abandoned Reverse Split”). In order to effectuate the Abandoned Reverse Split in the market, the Company was required to (i) file with the Delaware Secretary of State a certificate of amendment to its certificate of incorporation (a “Certificate of Amendment”), and (ii) have the Abandoned Reverse Split processed by the Financial Industry Regulatory Authority (“FINRA”).

On December 19, 2018, the Company erroneously filed with the Delaware Secretary of State a Certificate of Amendment (the “December 2018 Amendment”) that purported to effectuate the Abandoned Reverse Split, although the Abandoned Reverse Split had not yet been processed by FINRA, as required. As previously disclosed in the Company’s Current Report on Form 8-K filed on March 14, 2019 with the Securities and Exchange Commission, on March 13, 2019, the Company withdrew its FINRA application relating to the Abandoned Reverse Split, as the Board determined that it would not proceed with the Abandoned Reverse Split.

Although the Company did not intend to effectuate, and disclosed that it would not proceed with, the Abandoned Reverse Split, the Company failed to file a certificate of correction with the Delaware Secretary of State to nullify the December 2018 Amendment. In order to correct this, on September 25, 2025, the Company filed with the Delaware Secretary of State a certificate of correction to the December 2018 Amendment to nullify the December 2018 Amendment, as the Abandoned Reverse Split had not been processed by FINRA, as required.

The information presented in this Annual Report on Form 10-K does not give effect to the Abandoned Reverse Split.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE 12 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheet date through Dec 31, 2023 (the consolidated financial statement issuance date).

Common Stock:

On February 8, 2024, Note Holder converted $60,900 in principal amount and additional principal for 60,900,000 shares at $0.001 per share.

On February 23, 2024, Note Holder converted $50,000 in principal amount and additional principal for 50,000,000 shares at $0.001 per share.

On February 26, 2024, Note Holder converted $63,900 in principal amount and additional principal for 63,900,000 shares at $0.001 per share.

On February 27, 2024, Note Holder converted $40,000 in principal amount and additional principal for 40,000,000 shares at $0.001 per share.

On February 29, 2024, Note Holder converted $43,856 in principal amount and additional principal for 43,856,000 shares at $0.001 per share.

Note agreements:

On January 8, 2024, Global Arena Holdings, Inc. entered a Convertible Promissory Note at $28,750, with a discount of $3,750. The note bears a 15% interest rate and matures October 15, 2024. The note can be converted to the Company’s common stock at 75% multiplied by the lowest trading price for the common stock during the ten trading days prior to the conversion date.

On January 25, 2024, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $15,000 with an annual interest of $12% to a non-affiliate with a maturity date of May 30, 2024.

On February 7, 2024, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $15,000 with an annual interest of $12% to a non-affiliate with a maturity date of May 7, 2024.

On February 9, 2024, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $10,000 with an annual interest of $12% to a non-affiliate with a maturity date of May 9, 2024.

On July 14, 2023, Global Election Services, Inc. entered into an revenue share agreement with Note Holder for a total of $41,972 on the purchase amount of $28,000 and OID of $13,972. There is no interest rate, but the Company will disburse 11 weekly payments of $3,816 to Note Holder.

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, ~~2023~~2024, there were no changes in our internal ~~controls~~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 ~~Securities~~ Exchange Act ~~of 1934~~, as ~~amended, as~~ of December 31, ~~2023~~2024. Based on this evaluation, our chief executive officer and principal financial officer ~~officers~~ have concluded such controls and procedures were not effective as of December 31, ~~2023~~2024 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission~~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 ~~controls~~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. ~~Generally Accepted Accounting Principles~~GAAP.

Upon receiving adequate financing, ~~the~~we ~~Company~~plan ~~plans~~ to increase ~~its~~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

~~Dyring~~(a) ~~the~~Subsequent ~~quarter~~to ~~ended~~ December 31, ~~2023~~2024, nomanagement ~~director~~discovered oran ~~officer~~error in its filings with the Delaware Secretary of State’s office. At the Company’s ~~adopted~~2018 orannual ~~terminated~~meeting of stockholders held on November 16, 2018, the Company’s stockholders voted to approve a 1-for-4 reverse stock split of the Company’s outstanding common shares (the “~~Rule~~Abandoned ~~10b5-1~~Reverse ~~trading~~Split”). ~~arrangement~~In order to effectuate the Abandoned Reverse Split in the market, the Company was required to (i) file with the Delaware Secretary of State a certificate of amendment to its certificate of incorporation (a “Certificate of Amendment”), orand (ii) have the Abandoned Reverse Split processed by the Financial Industry Regulatory Authority (“~~non-Rule~~FINRA”). ~~10b5-1~~On ~~trading~~December ~~arrangement~~19, 2018, the Company erroneously filed with the Delaware Secretary of State a Certificate of Amendment (the “December 2018 Amendment”) that purported to effectuate the Abandoned Reverse Split, although the Abandoned Reverse Split had not yet been processed by FINRA, as ~~each~~required. ~~term~~As ispreviously ~~defined~~disclosed in ~~Item~~the ~~408(~~Company’s Current Report on Form 8-K filed on March 14, 2019 with the Securities and Exchange Commission, on March 13, 2019, the Company withdrew its FINRA application relating to the Abandoned Reverse Split, as the Board determined that it would not proceed with the Abandoned Reverse Split. Although the Company did not intend to effectuate, and disclosed that it would not proceed with, the Abandoned Reverse Split, the Company failed to file a) certificate of ~~Regulation~~correction Swith the Delaware Secretary of State to nullify the December 2018 Amendment. In order to correct this, on September 26, 2025, the Company filed with the Delaware Secretary of State a certificate of correction to the December 2018 Amendment to nullify the December 2018 Amendment (the “Certificate of Correction”), as the Abandoned Reverse Split had not been processed by FINRA, as required. The information presented in this Annual Report on Form 10-K does not give effect to the Abandoned Reverse Split. The description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which will be filed as an exhibit to the Company’s next periodic report, and is incorporated herein by reference.

58(b) During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, ~~AND~~ EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~The~~Below is ~~following~~certain ~~persons~~information ~~listed~~regarding ~~below~~our ~~have~~executive ~~been~~officers ~~retained to provide services as director until the qualification~~ and ~~election of his successor. All holders of common stock will have the right to vote for~~ directors.:

The board of directors has primary responsibility for adopting and reviewing implementation of the business plan of the Company, supervising the development business plan, review of the officers' performance of specific business functions. The board is responsible for monitoring management, and from time to time, to revise the strategic and operational plans of the Company. A director shall be elected by the shareholders to serve until the next annual meeting of shareholders, or until his or her death, or resignation and his or her successor is elected.

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

~~The~~Certain Biographical Information Regarding Executive Officers and Directors ~~are:~~

Name	Position	Term(s) of Office
John Matthews	Chief Executive Officer	March 20, 2014 to present
	Director	October 27, 2010 to present
	Chief Financial Officer	April 10, 2016 to present
Facundo Bacardi	Director	November 7, 2011 to present
Martin Doane	Director	November 7, 2011 to present

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.

~~Resumes~~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.

~~John~~Martin J. ~~Matthews~~Doane, age 6256, ~~has~~is ~~served~~a ~~as the Chief Executive Officer, Chief Financial Officer, and~~ director of Global Arena ~~Holding~~Holdings ~~Inc~~Corp. ~~Mr.~~ ~~Matthews~~since ~~has~~November ~~served~~7, as2011. ~~the~~He ~~Chairman~~has ofbeen ~~Global~~a ~~Election~~founding ~~Services~~partner ~~since 2015~~ and aCEO ~~Director~~ of ~~GAHI~~Ubequity Capital ~~Acquisition~~since ~~Corp~~2006. ~~since~~He ~~2015~~served ~~and~~ as avice ~~Director~~president ~~in Tidewater Energy Group since 2019. In these positions, he has directed the investment into Blockchain Technologies Corp~~ and ~~has~~secretary ~~initiated~~of ~~the~~Northern ~~upgraded~~Empire ~~elections~~Energy ~~software~~Corporation ~~and~~from ~~hardware~~March ~~applications~~20, ~~covering registration~~2012, ~~election~~to ~~tabulation~~September 4, ~~and reporting~~2013. ~~Mr.~~ ~~Matthews~~He ~~has~~was ~~been involved in United States politics since~~ the ~~1980s,~~chief ~~having~~executive ~~worked~~officer onof ~~and~~Adenyo ~~for~~Inc. ~~numerous~~from ~~State,~~2004 ~~Congressional~~through ~~and Presidential elections~~2009. ~~Mr.~~ ~~Matthews~~He ~~worked~~has ~~on Senator Daniel Patrick Moynihan’s campaign for the US Senate in 1988 and concurrently~~ served as ~~Senator~~the ~~Moynihan’s~~chief ~~Director~~executive officer of ~~the~~MeeMee Media ~~Senator’s~~Inc. ~~New~~since ~~York~~April ~~Office~~2013. ~~acting~~He aswas the ~~Senator’s~~vice ~~senior~~president ~~Ombudsman~~ and ~~was~~secretary ~~responsible~~of ~~for~~EnDev ~~all~~Holdings ~~constituent~~Inc. ~~services~~from ~~and~~July ~~legislative~~2010 ~~initiatives~~to April 2013. Mr. ~~Matthews~~Doane is ~~served~~a asgraduate anof ~~officer~~the inUniversity ~~various~~of ~~United~~Western ~~States~~Ontario ~~broker~~and ~~dealers~~holds ~~from~~an ~~1992 to 2014~~LL. HeB. ~~received a BA~~ from ~~Long~~Osgoode ~~Island~~Hall ~~University~~Law ~~in 1987~~School.

Facundo Bacardi, age 77, 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.Board Composition

~~Martin~~Our business J.and ~~Doane,~~affairs ~~age~~are ~~55,~~managed isunder athe ~~director~~direction of ~~Global~~our ~~Arena~~Board ~~Holdings~~of ~~Corp~~Directors. ~~since~~The ~~November~~number ~~7, 2011. He has been a founding partner and CEO~~ of ~~Ubequity~~directors ~~Capital~~is ~~since~~fixed ~~2006. He~~by ~~served~~our asBoard ~~vice president and secretary~~ of ~~Northern Empire Energy Corporation from March 20~~Directors, subject ~~2012,~~ to ~~September~~our 4,articles ~~2013. He was the chief executive officer~~ of ~~Adenyo~~incorporation ~~Inc.~~and ~~from~~our ~~2004 through 2009~~bylaws. He ~~has~~Currently, ~~served~~our asBoard ~~the~~of ~~chief~~Directors ~~executive~~consists ~~officer~~ of ~~MeeMee~~three ~~Media~~directors: ~~Inc~~Messrs. ~~since~~Matthews, Bacardi ~~April 2013. He was the vice president~~ and ~~secretary of EnDev Holdings Inc~~Doane. ~~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.~~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.

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 2^nd 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.

~~Section~~Depending on ~~16(a)~~the ~~Beneficial~~subject ~~Ownership~~matter, ~~Reporting~~the ~~Compliance~~Company’s Corporate Secretary will:

~~Under~~● ~~Section~~Forward ~~16(a) of~~ the ~~Securities~~communication ~~Exchange~~to ~~Act~~the ~~of 1934, as amended, an officer,~~ director, or ~~greater-than-10%~~directors ~~shareholder~~to ofwhom ~~the~~it ~~Company~~is ~~must~~addressed; ~~file~~● aAttempt ~~Form~~to 4handle ~~reporting~~ the ~~acquisition~~inquiry ordirectly, ~~disposition~~for ofexample, ~~Company's~~where ~~equity~~it ~~securities~~is ~~with~~a ~~the~~request ~~Securities~~for ~~and~~information ~~Exchange~~about ~~Commission~~our noCompany ~~later~~or ~~than~~if ~~the~~it ~~end~~is ofa ~~the~~stock-related ~~second~~matter; ~~business~~or ~~day~~● ~~after~~Not ~~the~~forward ~~day~~ the ~~transaction~~communication ~~occurred~~if ~~unless~~it ~~certain~~is ~~exceptions~~primarily ~~apply. Transactions~~commercial ~~not~~in ~~reported~~nature ~~on Form 4 must be reported on Form 5 within 45 days after the end of the Company's fiscal year. Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director,~~ or ~~greater-than-10%~~if ~~shareholder. To~~it ~~our~~relates ~~knowledge,~~to ~~based solely on~~ a ~~review~~topic ofthat ~~the~~is ~~copies~~not ofrelevant ~~these reports furnished~~ to ~~it,~~ the ~~officers,~~Board ~~directors,~~or ~~and~~a ~~greater~~particular ~~than~~committee ~~10%~~or ~~beneficial~~is ~~owners~~otherwise ~~complied with all applicable Section 16(a) filing requirements during 2023~~improper.

~~Code~~Procedures for ofRecommending, ~~Ethics~~Nominating ~~Policy~~and Evaluating Director Candidates

~~During~~Recommending Director ~~July~~Candidates ~~2008,~~for weNomination ~~adopted~~by athe ~~code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.~~Board

~~Corporate~~The Board ~~Governance~~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:

~~There~~Global Arena ~~have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose~~Holding, ~~we currently have no specific audit committee and no audit committee financial expert~~Inc. ~~Based~~ onBoard ~~the fact that our current business affairs are simple, any such committees are excessive and beyond the scope~~ of ~~our business and needs.~~Directors

c/o Global Arena Holding, Inc.

Attention: Corporate Secretary

1159 2^nd Avenue, Ste. 454

New York, NY 10065

Nominating Director Candidates

For director nominations to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must give timely notice in proper written form to the Secretary, consistent with the Company’s bylaws.

Evaluating Director Candidates

The Board has no formal guidelines or policy with regard to the consideration of any director candidates recommended by shareholders. The Board will consider several factors when evaluating the appropriate characteristics of candidates for service as a director. The Board initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the Board. At a minimum, director candidates must demonstrate high standards of ethics, integrity, independence, sound judgment, strength of character, and meaningful experience and skills in business or other appropriate endeavors. In addition to these minimum qualifications, the Board considers other factors it deems appropriate based on the current needs and desires of the Board, including specific business and professional experience that is relevant to the Board’s needs, including, but not limited to, Board diversity. A member of the Board will contact, for further review, those candidates who the Board believes are qualified, who may fulfill a specific Board need and who would otherwise best make a contribution to the Board. The Board is responsible for conducting, with the assistance of the Corporate Secretary, and subject to applicable law, any inquiries into the background and qualifications of the candidate. Based on the information the Board learns during this process, it determines which nominee(s) to submit for election. The Board uses a comparable process for evaluating all director candidates, regardless of the source of the recommendation.

The Board may use, as it deems appropriate or necessary, an outside consultant to identify and screen potential director candidates. No outside consultants were used during the fiscal year ended December 31, 2024 to identify or screen potential director candidates. The Board will reassess the qualifications of a current director, including the director’s attendance and contributions at Board and committee meetings, prior to recommending a director for reelection.

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.

6061

ITEM 11. EXECUTIVE COMPENSATION

The following table ~~set~~sets forth certain information as to the compensation ~~paid~~of to our executive officers.

2024 Summary Compensation Table

Name and Principal Position	~~CashYear~~Year		Salary ($)			Stock Awards ($)	~~Stock Awards($)~~	Option Awards ($)	~~Option Awards($)~~	All Other Compensation ($)	~~All Other Compensation($)~~	Total ($)
John Matthews		~~2023~~2024		~~121~~147,~~402~~067	(1)		-		-		-		~~121~~147,~~402~~067
CEO		2022		121,402	(2)		-		-		-		121,402
CEO and CFO		2023		121,402	(2)		-		-		-		121,402

(1)	Mr. Matthews received $0 as his salary from the Company and $~~121~~147,~~402~~067 from GES.
(2)	Mr. Matthews received $0 as his salary from the Company and $121,402 from GES.

Outstanding Equity Awards at Fiscal Year End

There were no equity awards outstanding at December 31, ~~2023~~2024.

Director Compensation

The following table ~~set~~sets forth certain information as to the compensation paid to our ~~Directors~~non-employee directors.

~~Summary~~2024 Director Compensation Table

Name and Principal Position	Cash Year		Salary($)			Stock Awards($)		Option Awards($)		All Other Compensation($)		Total($)
Name	Year			Salary ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)			Total ($)
John S. Matthews	2023			121,402	(1)	-		-		-			121,402
Facundo Bacardi		2024			-		-		-		-			-
Chairman	2022			121,402	(2)	-		-		-			121,402
Martin Doane		2024			-		-		-		-			-
Facundo Bacardi	2023			-		-		-					-
Director	2022			-		-		-		-			-
Martin Doane	2023			-		-		-					-
Director	2022			-		-		-		-			-

~~1) Mr. Matthews received $0 as his salary from the Company and $121,402 from GES.~~62

~~2) Mr~~ITEM 12. ~~Matthews~~SECURITY ~~received~~OWNERSHIP $0OF asCERTAIN ~~his~~BENEFICIAL ~~salary~~OWNERS ~~from~~AND ~~the~~MANAGEMENT ~~Company~~AND ~~and~~RELATED ~~$121,402~~STOCKHOLDER ~~from GES.~~MATTERS

61The following table sets forth, as of September 26, 2025, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. As of September 26, 2025, there were 1,695,351,226 shares of common stock outstanding. The address of each executive officer and director is c/o Global Arena Holding, Inc., 1159 2nd Avenue, Suite 454, New York, NY 10065.

ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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)		*

~~The~~* Less ~~following table sets forth, as of December 31, 2023, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more~~ than 51% ~~of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group~~.

Name and Address	Amount		Percentage
John Matthews		4,820,170(1)		.39	%
208 East 51 Street, Suite 112
New York, NY 10022
Facundo Bacardi		3,056,891(1)		.25	%
208 East 51 Street, Suite 112
New York, NY 10022
Martin Doane		3,056,891(1)		..25	%
208 East 51 Street, Suite 112
New York, NY 10022
All Officers and Directors as a Group (3 persons)		10,933,952		.90	%

(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.

~~Based~~(2) ~~upon 1,221,223,807~~Includes ~~outstanding~~Kathryn ~~common~~Weisbeck, ~~shares~~President as of ~~Dec 31 2023~~GES.

(3)

In addition, insiders (i.e., Mr. Matthews, Mr. Bacardi, Mr. Doane and Ms. Weisbeck) hold an aggregate of 480,000 shares of the Company’s Series C preferred stock. Each share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted to a vote of the Company’s stockholders. Therefore, collectively, insiders hold over a majority of the Company’s voting power through their ownership of Series C preferred shares.

EXISTING EQUITY COMPENSATION PLAN INFORMATION

The table below shows information with respect to our equity compensation plans as of December 31, 2024.

Plan category

Number of

securities

to be issued

upon

exercise of

outstanding

options,

warrants and

rights (a)

Weighted-

average

exercise price of

outstanding

options,

warrants

and rights (b)

Number of

securities

remaining

available for

future issuance

under equity

compensation

plans

(excluding

securities

reflected in

column (a)) (c)

Equity compensation plans approved by security holders

N/A

Equity compensation plans not approved by security holders

In June 2011, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan was to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under the Plan is 3,000,000. The Company no longer intends to make any grants under the Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~Not~~We do ~~applicable~~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.

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.~~Director Independence

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 for professional services rendered by Raul Carrega (PCAOB # 1939) for the audit of ~~the~~our ~~Company’s~~ annual financial statements and review of the financial statements included in ~~the~~our ~~Company’s~~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, ~~2023~~2024 and ~~2022~~2023 were $2380,500 and $8623,~~000~~500, respectively.

Audit related fees

The aggregate fees billed for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 for assurance and related services by Raul Carrega that are reasonably related to the performance of the audit or review of the Company’s financial statements for those fiscal years were included in the above listed were $0 and $0, respectively.

Tax Fees

We incurred aggregate tax fees and expenses from Raul Carrega during the years ended December 31, ~~2023~~2024 and ~~2022~~2023 for professional services rendered for tax compliance, tax advice, and tax planning of $0 and $0, respectively.

All Other Fees

The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor'’s provision of non-audit services was compatible with maintaining the auditor'’s independence. All of the services described above for fiscal year ~~2023~~2024 were approved by the board of directors pursuant to its policies and procedures.

62Pre-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

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