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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~June 3130, 2024

☐ Transition report pursuant 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 in its charter)

Delaware		33-0931599
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification)

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

(Address of principal executive offices, including zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

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

Yes ☐ No ☒

As of ~~July~~October 163, 2024, the registrant had 1,~~479~~695,~~879~~351,~~507~~226 outstanding shares of common stock.

GLOBAL ARENA HOLDINGS, INC. TABLE OF CONTENTS

			Page No.
PART I. FINANCIAL INFORMATION
	Item 1.	Unaudited Financial Statements	4
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	34
	Item 4.	Controls and Procedures	34
PART II. OTHER INFORMATION
	Item 1	Legal Proceedings	3536
	Item 1A	Risk Factors	3637
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3637
	Item 3.	Defaults Upon Senior Securities	37
	Item 4	Mine Safety Disclosures	3738
	Item 5.	Other Information	3738
	Item 6.	Exhibits	3738
		SIGNATURES	3839

PART I - FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

Item 1. Financial Statements

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
	2024			2023
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	2330,~~577~~436		$	21,592
Prepaid Expense					-
Total current assets		2330,~~577~~436			21,592
Deposits for proposed acquisitions		566,150			566,150
TOTAL ASSETS	$	~~589~~596,~~727~~586		$	587,742
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	~~343~~333,372		$	343,372
Due to related party		6,700			6,700
Accrued expenses		4,~~614~~653,~~138~~623			4,527,781
Convertible promissory notes payable, net of debt discount of $21,086 and $24,841		4,414,796			4,436,356
Convertible promissory notes payable, net of debt discount of $13,250 and $24,841		4,418,284			4,436,356
Promissory notes payable		~~340~~487,~~044~~243			368,582
Derivative liability		2912,~~083~~749			9,138
Total current liabilities		9,~~748~~911,~~133~~971			9,691,929
STOCKHOLDERS' DEFICIT
Global Arena Holding, Inc.
Preferred stock, $0.001 par value; 2,000,000 shares authorized;
Series B preferred stock; 250,000 shares authorized
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		480			480
Common stock, $0.001 par value; 4,000,000,000 and 4,000,000,000 shares authorized;
1,479,879,507 and 1,221,223,807 shares issued and outstanding		1,479,879			1,221,223
Additional paid-in capital		22,013,554			22,195,411
Accumulated deficit		(32,~~629~~786,~~326~~305	)		(32,498,308	)
Total Global Arena Holding, Inc. stockholders' deficit		(9,~~135~~292,~~364~~343	)		(9,081,145	)
Noncontrolling interest		(23,042	)		(23,042	)
Total stockholders’ deficit		(9,~~158~~315,~~406~~385	)		(9,104,187	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	~~589~~596,~~727~~586		$	587,742

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenues:
Services	$	~~232~~348,~~123~~190		$	~~106~~237,~~192~~972		$	580,313		$	344,164
Operating expenses:
Salaries and benefits		4332,~~967~~032			~~165~~69,~~378~~432			75,999			234,810
Marketing and advertising		3842,~~606~~344			3725,~~663~~216			80,950			62,879
Software development		~~678~~10,926			18,~~326~~244			11,604			9,569
Professional fees		34101,~~870~~077			67131,~~668~~738			135,947			199,406
General and administrative		4455,~~829~~486			4553,~~495~~214			100,315			98,710
Printing		16106,~~295~~346			233,~~403~~736			122,641			36,138
Total operating expenses		~~179~~348,~~245~~211			~~319~~321,~~933~~580			527,456			641,512
Loss from operations		~~52,878~~(21	)		(~~213~~83,~~741~~608	)		52,857			(297,348	)
Other expenses:
Interest expense and financing costs		(~~163~~173,~~951~~292	)		(~~271~~225,~~204~~873	)		(337,243	)		(497,079	)
Other income (expense)		-			(63,~~581~~958	)		-			(2,623)
Change in fair value of derivative liability		~~(19~~16,~~945~~334	)		~~(34~~6,~~869~~876	)		(3,611	)		(27,992)
Total other expenses		(~~183~~156,~~896~~958	)		(~~312~~215,~~654~~039	)		(340,854	)		(527,694	)
Income (loss) before provision for taxes		(~~131~~156,~~018~~979	)		(~~526~~298,~~395~~647	)		(287,997	)		(825,042	)
Provision for income taxes		-			-			-			-
Net loss		(~~131~~156,~~018~~979	)		(~~526~~298,~~395~~647	)		(287,997	)		(825,042	)
Net loss attributed to noncontrolling interest		-			-			-			-
Net loss attributed to Global Arena Holding, Inc.	$	(~~131~~156,~~018~~979	)	$	(~~526~~298,~~395~~647	)	$	(287,997	)	$	(825,042	)
Weighted average shares outstanding - basic and diluted		1,~~331~~479,~~365~~879,~~834~~507			~~248~~495,~~113~~859,~~809~~250			1,406,032,929			401,989,121
Earnings (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(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

	Series B Preferred Stock	~~Series B Preferred Stock~~			Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Global Stockholders'			Non- controlling			Total Stockholders'
	Shares	~~Shares~~	Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
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	)
Issuance of common stock for convertible debt and accrued interest		-		-		-		-		258,655,700		258,656		(181,857	)	)	-			76,799			-			76,799
Net loss		-		-		-		-		-		-		-			(131,018	)		(131,018	)		-			(131,018	)
Balance, March 31, 2024		49,202	$	49		480,000	$	480		1,479,879,507	$	1,479,879	$	22,013,554		$	(32,629,326	)	$	(9,135,364	)	$	(23,042	)	$	(9,158,406	)
Net loss		-		-		-		-		-		-					(156,979	)		(156,979	)		-			(156,979	)
Balance, June 30, 2024		49,202	$	49		480,000	$	480		1,479,879,507	$	1,479,879	$	22,013,554		$	(32,786,305	)	$	(9,292,343	)	$	(23,042	)	$	(9,315,385	)

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Series B Preferred Stock	~~Series B Preferred Stock~~			Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Global Stockholders'			Non- controlling			Total Stockholders'
	Shares	~~Shares~~	Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
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		-		-		-		-		67,081,217		67,081		29,363			-			96,444			-			96,444
Conversion of warrants		-		-		-		-		23,603,891		23,604		(23,604	)		-			-			-			-
Allocated value of warrants and beneficial conversion		-		-		-		-		-		-		22,396			-			22,396			-			22,396
Net loss		-		-		-		-		-		-		-			(526,395	)		(526,395	)		-			(526,395	)
Balance, March 31, 2023		49,202	$	49		480,000	$	480		361,463,077	$	361,463	$	22,439,490		$	(31,832,443	)	$	(9,030,961	)	$	(23,042	)	$	(9,054,003	)
Issuance of common stock for convertible debt and accrued interest		-		-		-		-		175,172,728		175,172		(6,013	)		-			169,159			-			169,159
Conversion of warrants		-		-		-		-		59,322,799		59,323		18,614			-			77,937			-			77,937
Allocated value of warrants and beneficial conversion		-		-		-		-		-		-		12,499			-			12,499			-			12,499
Forgiveness of accrued compensation – related party		-		-		-		-		-		-		80,175			-			80,175			-			80,175
Net loss		-		-		-		-		-		-		-			(298,647	)		(298,647	)		-			(298,647	)
Balance, June 30, 2023		49,202	$	49		480,000	$	480		595,958,604	$	595,958	$	22,544,765		$	(32,131,090	)	$	(8,989,838	)	$	(23,042	)	$	(9,012,880	)

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months ended March 31,
	Six Months ended June 30,
	2024			2023
OPERATING ACTIVITIES:
Net loss	$	(~~131~~287,~~018~~997	)	$	(~~526~~825,~~395~~042	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount		2661,~~346~~432			91145,~~329~~415
Change in fair value of derivative liability		193,~~945~~611			3422,~~867~~396
Non-cash expense associated with warrant		-			2227,~~396~~992
Change in assets and liabilities:
Deferred revenue		-			-
Prepaid Expense		-			1,500
Prepaid Expense		-			750
Accounts payable		(10,000	)		6,406
Accounts payable		-			-
Accrued expenses		131,279			471,652
Accrued expenses		91,794			227,807
Net cash used in operating activities	$	(101,675	)	$	(149,681	)
Net cash used in operating activities	$	7,067		$	(149,246	)
INVESTING ACTIVITIES:
INVESTING ACTIVITIES:
Net cash used in investing activities	$	-		$	-
Net cash used in investing activities	$	-		$	-
FINANCING ACTIVITIES:
FINANCING ACTIVITIES:
Proceeds from convertible promissory notes payable		139,500			212,450
Proceeds from convertible promissory notes payable		90,000			93,700
Proceeds from promissory notes payable		217,500			31,687
Proceeds from promissory notes payable		28,000			31,687
Repayment of convertible promissory notes payable		(137,061	)		(104,425	)
Repayment of convertible promissory notes payable		(70,510	)		(65,050	)
Repayment of promissory notes payable		(109,420	)		(100,461	)
Repayment of promissory notes payable		(52,572	)		(47,615	)
Investment from Director		-			6,700
Investment from Director		-			6,700
Net cash provided by financing activities	$	110,519		$	45,951
Net cash provided by financing activities	$	(5,082	)	$	19,422
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		8,844			(103,730	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,985			(129,824	)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		21,592			149,714
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		21,592			149,714
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	30,436		$	45,984
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	23,577		$	19,890
CASH PAID FOR:
CASH PAID FOR:
Interest	$	-		$	-
Interest	$	-		$	-
Income taxes	$	-		$	-
Income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$	-		$	22,396
Allocated value of warrants and beneficial conversion features related to debt	$	-		$	22,396
Debt converted to common stock	$	76,799		$	265,603
Debt converted to common stock	$	76,799		$	96,44
Forgiveness of debt					80,175
Original Issuance Discount	$	2246,~~722~~972		$	-

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

Global Arena Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three and Six Months Ended ~~March~~June 3130, 2024 and 2023

(Unaudited)

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 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 anticipates the closing of this transaction will occur in the third quarter of 2024.

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.

NOTE 1 - ORGANIZATION (continued)

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.

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 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.

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 ~~March~~June 3130, 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.

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.

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 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.

	March 31,
	June 30,
	2024		2023
Options		-		-
Warrants		1,014,083,333		1,121,337,301
Warrants		1,038,083,333		1,193,260,301
Convertible notes		1,414,370,579		1,742,124,385
Convertible notes		1,409,370,579		1,804,346,045
Total		2,428,453,912		2,863,461,686
Total		2,447,453,912		2,997,606,346

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.

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.

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.

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.

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 ~~March~~June 3130, 2024 and December 31, 2023.

	Fair Value As of		Fair Value Measurements at
Description	~~March~~June 3130, 2024		~~March~~June 3130, 2024 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Beneficial conversion feature	$	2912,~~083~~749	$	-	$	2912,~~083~~749	$	-
Total	$	2912,~~083~~749	$	-	$	2912,~~083~~749	$	-
	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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

In June 2018, the FASB issued Accounting Standards Update (“ASU”) ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services and aligns most of the guidance on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods 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.

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.

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.

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

NOTE 3 - ACQUISITION DEPOSITS

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 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.

NOTE 4 - ACCRUED EXPENSES

Accrued expenses at ~~March~~June 3130, 2024 and December 31, 2023 consisted of the following:

	March 31,		December 31,
	June 30,		December 31,
	2024		2023
Accrued interest	$	3,~~410~~546,~~029~~102	$	3,278,920
Accrued compensation		1,~~167~~070,~~391~~853		1,212,423
Other accrued expenses		36,~~718~~668		36,438
	$	4,~~614~~653,~~138~~623	$	4,527,781

During the six months ended June 30, 2023, John Matthews and Kathryn Weisbeck agreed to reduce their salary to $2.00 per quarter per person and agreed to waive their accrued compensation for the first two quarters in 2023 in the amount of $80,175.

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, as amended. The outstanding balance was $ 204,300 and $230,000 as of ~~March~~June 3130, 2024 and December 31 2023, respectively.

In April 14, 2022, the Company entered into an revenue share agreement with an investor for a total of $41,100, on the purchase amount of $30,000 and OID of $11,100. There is no interest rate, but the Company will disburse a daily payment of $304 to EBF Holdings, LLC. As of ~~March~~June 3130 2024 the loan has been paid off.

In October 6, 2022, the Company entered into an revenue share agreement with an investor for a total of $47,950, on the purchase amount of $35,000 and OID of $12,950. There is no interest rate, but the Company will disburse a daily payment of $343 to EBF Holdings, LLC. As of ~~March~~June 3130 2024 the loan has been paid off.

In August 22, 2022, the Company entered into an Purchase and Sale of Future Receipts Agreement with an investor for a total of $74,500, on the purchase amount of $50,000 and OID of $24,500. There is no interest rate, but the Company will disburse a weekly payment of $3,104 to Family Business Fund LLC. As of ~~March~~June 3130 2024 the loan has been paid off.

In October 5, 2022, the Company entered into an revenue share agreement with an investor for a total of $22,350, on the purchase amount of $15,000 and OID of $7,350. There is no interest rate, but the Company will disburse a daily payment of $298 to Capytal.com. As of ~~March~~June 3130 2024 the loan has been paid off.

In November 29, 2022, the Company entered into promissory note agreement with an investor for a total of $100,000. The outstanding balance was $100,000 and $100,000 as of ~~March~~June 3130, 2024 and December 31 2023

In December 31, 2022, the Company entered into promissory note agreement with a shareholder for a total of $5,000. As of ~~March~~June 3130 2024 the loan has been paid off.

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes payable at ~~March~~June 3130, 2024 and December 31, 2023 consist of the following:

	March 31,			December 31,
	June 30,			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 March 31, 2024, as amended. ($1,827,747 in default)	$	3,123,675		$	3,089,949
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 June 30, 2024, as amended. ($1,887,747 in default)	$	3,124,323		$	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 March 31, 2024 the conversion price would be $0.001 per share). Maturity dates through March 31, 2024, as amended.		185,784			234,834
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 June 30, 2024 the conversion price would be $0.001 per share). Maturity dates through June 30, 2024 , as amended.		190,784			234,834
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through March 31, 2024, as amended. ($1,129,823 in default)		1,126,423			1,136,423
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through June 30, 2024 , as amended. ($627,823 in default)		1,126,423			1,136,423
Total convertible promissory notes payable		~~4,461,606~~0			4,461,606
Unamortized debt discount		(2113,~~086~~250	)		(24,851	)
Convertible promissory notes payable, net discount		4,~~414~~418,~~796~~280			4,436,355
Less current portion		(4,~~414~~418,~~796~~280	)		(4,436,355	)
Long-term portion	$	-		$	-

A rollforward of the convertible promissory notes payable from December 31, 2023 to ~~March~~June 3130, 2024 is below:

Convertible promissory notes payable, December 31, 2023	$	4,436,355
Issued for cash		90139,~~000~~500
Issued for original issue discount		(8,750	)
Repayment for cash		(52109,~~572~~420	)
Conversion to common stock		(71,502	)
Issuance of common stock for debt settlement		-
Debt discount related to new convertible promissory notes		-
Amortization of debt discounts		2132,~~265~~097
Convertible promissory notes payable, March 31, 2024	$	4,414,796
Convertible promissory notes payable, June 30, 2024	$	4,418,280

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:

	March 31,			December 31,
	June 30,			December 31,
	2024			2023
Risk-free interest rate		5.~~36-5.38~~33	%		5.26- 5.55	%
Expected life of the options (Years)		0.50			0.50-0.51
Expected volatility		~~281.36%-306.34~~297	%		248.25%-279.55	%
Expected dividend yield		0	%		0	%
Fair Value	$	2912,~~083~~749		$	9,138

A rollforward of the derivative liability from December 31, 2023 to ~~March~~June 3130, 2024:

Derivative liabilities, December 31, 2023	$	9,138
Change in fair value of derivative liabilities		193,~~945~~611
Derivative liabilities, March 31, 2024	$	29,083
Derivative liabilities, June 30, 2024	$	12,749

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, Director of Public Relations/Marketing

The Series C Preferred Shares were issued on July 29, 2022

Common Stock

On April 28, 2016, the stockholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. 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.

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

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 three months ended ~~March~~June 3130, ~~2023~~2024, the Company issued:

	•	The company had not issued any shares for the quarter ended June 30, 2024

During the six months ended June 30, 2023, the Company issued:

	•	258,655,700 shares of common stock for conversion of $71,362 of convertible notes and $5,437 of accrued interest.

During the three months ended March 31, 2023, the Company issued:

	•	67,081,217 shares of common stock for convertible notes of $72,202 and accrued interest of $24,243.
	•	23,603,891 for the cashless exercise of 32,187,124 warrants.

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

Option Activity

There was no option activity during the ~~three~~Six months ended ~~March~~June 3130, 2024.

Warrant Activity

A summary of warrant activity is presented below:

				Weighted
			Weighted	Average
			Average	Remaining	Aggregate
	Number of		Exercise	Contractual	Intrinsic
	Warrants		Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2023	1,045,226,190		0.001	21.1754	-
Granted
Exercised
Forfeited/Canceled	(731,142,~~857~~957	)
Outstanding, March 31, 2024	1,038,083,333		0.001	2.04	-
Outstanding, June 30, 2024	1,014,083,333		0.001	1.34	-
Exercisable, March 31, 2024	1,038,083,333		0.001	2.04	-
Exercisable, June 30, 2024	1,014,083,333		0.001	1.34	-

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

The exercise price for warrants outstanding at ~~March~~June 3130, 2024:

Outstanding and Exercisable
Number of		Exercise
Warrants		Price
7,500,000	$	0.00250
951,812,876		0.00100
927,812,876		0.00100
29,270,457		0.00170
4,500,000		0.00120
25,000,000		0.00200
20,000,000		0.00300
1,038,083,333
1,014,083,333

During the period ended ~~March~~June 3130, 2024, the Company issued a total of nil 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 2-5 years

• Volatility of ~~281~~297%

• Dividend yield of 0%;

• Risk free interest rate of ~~538~~533%

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, the 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, parties amended the settlement agreement to state that the Company shall 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 of Five Thousand Dollars per month for a period of thirty-four (34) months. On January 27, 2021, the Company made a payment of $5,000, on April 12, 2021, the Company made a 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 $5,000 and on June 22, 2022, the Company made payments of $5,000. On December 5, 2022 the Company made payments of $5,000. On January 13, 2023 the Company made payments of $5,000.

On October 16, 2020, the Company’s subsidiary, Tidewater Energy Group Corp. was named as a defendant in a lawsuit filed in District Court in and For Tulsa County, State of Oklahoma, CJ-2020-3172. On January 13, 2021, the plaintiffs added the Company to the lawsuit. The plaintiffs are seeking damages, disgorgement and specific performance relief relating to a Purchase and Sale Agreement to purchase all of the membership interests in Foster Energy. The Company has obtained counsel to dispute the charges. On March 18, 2021, the Company filed a motion to dismiss and brief in support. The Company asserted that the plaintiffs’ claims are entirely without merit as the Company was not a party to the Purchase and Sale Agreement or the related non-disclosure agreement. Tidewater concurrently filed a motion to dismiss based on legal remedies available to Tidewater. On December 7, 2022 the case was dismissed with each party bearing their own attorney fees and costs.

On ~~March~~June 3130, 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, and $5,000 and March 8, 2024.

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.

NOTE 9 - COMMITMENTS AND CONTINGENCIES (continued)

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 10 - 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.

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 third quarter of 2024.

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 third quarter of 2024.

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).

NOTE 10 - AGREEMENTS (continued)

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.

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 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.

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.

NOTE 10 - AGREEMENTS (continued)

On June 15, 2019, GES entered into a Term Sheet to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES will 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, 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 have issued a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company, and the Company will receive 3,000,000 common shares of TrueVote Inc. as part of the joint venture between the companies. The Company on December 17, 2019 paid $ 40,000 to True Vote. The Company will pay an additional $10,000 and 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.

2) Tidewater Energy Group Inc.

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.

On January 11, 2022, the Company entered into a 12% annum interest convertible promissory note withan 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 ~~March~~June 3130, 2022.

NOTE 10 - AGREEMENTS (continued)

On February 3, 2022, Global Election Services, Inc. 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 30, 2022, the Company entered into a convertible note with an investor for the amount of $10,500. 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 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 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.

NOTE 10 - AGREEMENTS (continued)

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. The Principal portion of this note as of ~~March~~June 3130, 2024 has been paid off by the lender converting the debt into common stock.

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.

On December 30, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $150,000 with an 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. The Principal portion of this note as of ~~March~~June 3130, 2024 has been paid off by the lender converting the debt into common stock.

On October 20, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $69,000 with an original issue discount in the amount of $9,000 which matures in twelve months. This note has been paid in full through the conversion of common stock of the Company.

On November 9, 2022, the Company entered into a convertible promissory note with an investor for the principal amount of $51,750. This note has been paid in full through the conversion of common stock of the Company.

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

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) 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 interest. The Company has been working with the note holder on an ongoing basis to complete the terms of the settlement.

On January 31, 2023, Global Election Services entered into a Loan agreement with an investor for the amount of $41,000. The company will repay the loan in 24 weekly fixed payments of $2,426. This note was paid off as of June 30, 2023.

On March 10, 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.

On March 7, 2023, the Company entered into a warrant purchase agreement with an investor, for the purchase of up to ten million shares at a par value of $0.001 and the price of $0.002 per share. The agreement will expire two years after the date of issuance.

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.

NOTE 10– - AGREEMENTS (continued)

On February 27, 2023, Global Election Services 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.

On April 8, 2023, Global Election Services, entered into 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.

On April 11, 2023 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.

On May 18, 2023, Global Arena Holdings, Inc, entered into an unsecured Convertible Promissory Note with an investor for the amount of $20,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.001 per share.

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.

On June 6, 2023, Global Elections Services, Inc. entered into an unsecured Convertible Promissory Note at $20,000 with an investor. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

On June 6, 2023, Global Elections Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $6,500. The note bears a 12% interest rate and matures June 12, 2023. The note can be converted to the Company’s common stock at $0.50 per share. The note has been repaid in full as of June 30, 2022.

On June 6, 2023, Global Election Services, Inc. entered into a convertible promissory note in the principal amount of $10,000 with an annual interest rate of 12% with the maturity date is June 6, 2024. This note was paid off as of June 30, 2023.

On June 7, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $10,000. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

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 50,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 180,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.002 per share vesting in five years.

NOTE 10– - AGREEMENTS (continued)

On June 14, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $30,000. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

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. This Loan Agreement was repaid as of January 30, 2024.

On August 4, 2023, Global Election Services, entered into 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.

On August 8, 2023, 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.

On August 14, 2023, 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.

On August 25, 2023, Global Election Services, entered into a secured Original Discount Convertible Promissory Note with an investor for the amount of $5,000, with an original discount amount of $500. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.040 per share. This note was paid off as of September 30, 2023.

On September 13, 2023, Global Election Services entered into a Loan agreement with an investor for the amount of $49,170. The company will repay the loan in 14 weekly fixed payments of $3,513. This loan agreement was paid off as of December 31, 2023.

On September 15, 2023, Global Election Services, entered into a secured Original Discount Convertible Promissory Note with an investor for the amount of $15,500, 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.

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.

On November 3, 2023, Global Election Services entered into a Loan agreement with an investor for the amount of $63,750. The company will repay the loan in 84 daily fixed payments of $759. This was loan was paid off as of January 25, 2024.

On December 6, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $10,000. The note bears a 12% interest rate and matures on Feb 24, 2024.

On December 12, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $20,000. The note bears a 12% interest rate and matures on Feb 28, 2024.

NOTE 10 - AGREEMENTS (continued)

On December 13, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $30,000. The note bears a 12% interest rate and matures on Feb 28, 2024.

On December 28, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $20,000. The note bears a 12% interest rate and matures on Feb 28, 2024.

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 February 20, 2024, 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. As of June 30 2024, the loan has been paid off.

On March 15, 2024, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $20,000 with an annual interest of $12% to a non-affiliate with a maturity date of April 5, 2024.

On March 15, 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 April 14, 2024. As of ~~March~~June 3130 2024 the note has been paid off.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheet date through July 15, 2024

On April 11, 2024, an investor invested $12,000 into the Company. On April 25, 2024, Global Election Services paid the investor back in full.

On March 7, 2024, an investor invested $10,000 by paying a vendor on behalf of Global Election Services. On April 25, 2024, Global Election Services paid the investor back in full.

On May 10, 2024, an investor invested $7,500 into the Company. On May 16, 2024, Global Election Services paid the investor back in full.

On May 16, 2024, an investor invested $15,000 into the Company. On June 14, 2024, Global Election Services paid the investor back in full.

On May 31, 2024, an investor invested $15,000 into the Company. On June 14, 2024, Global Election Services paid the investor back in full.

On June 13, 2024, an investor paid Global Election Services $75,000 as part of a 90 Day Secured Loan 10% coupon. ~~This~~ As ~~debt~~of June 30 2024, the outstanding balance is ~~currently~~in ~~open~~the amount if $75,000.

On June 24, 2024, an investor paid Global Election Services $75,000 as part of a 90 Day Secured Loan 10% coupon. As of June 30 2024, the outstanding balance is in the amount if $75,000.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheet date through October 3, 2024 and determined that there are no events requiring disclosure.

Item 2. 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 Quarterly Report on Form 10-Q (as well as information included in oral statements or other written statements made or to be made by the Company) that look forward in time, are forward-looking statements 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 Company’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including without limitation to our Annual Report on Form 10-K.

The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q.

Current GES Corporate Operations

GES has developed and deployed proprietary Registration software, which was designed specifically to authenticate and register voters. This proprietary software functions as a data storage and retrieval registration system by cross-referencing eligibility status within a control voter database. In a mail ballot election, the voter’s ID barcode, QR code, or signature on the Business Reply Envelope, can be scanned and the status of that voter is identified. If the voter is not eligible to vote or another ballot for that individual has already been registered in the system, that ballot is marked VOID and removed from the count. In an in-person election, the voter provides their name for look-up in the system. If they have not voted, a signature box pops up on the screen, the voter signs an electronic signature pad and the digital signature is captured next to their name. If a voter tries to vote more than once, an alert will pop up indicating that the voter has already registered, and the voter will not receive an additional ballot. Because we account for every single ballot, the system has multiple reporting options, which include the list of valid envelopes and list of voters whose ballot was void, detailing the reason. Once the voter is authenticated, the identifiers are removed to ensure a secret vote and the ballot is scanned for tabulation.

GES developed proprietary Scanning and Tabulation election software. This software features advanced OMR/OCR/Barcode scanning and tabulation system featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet or Wi-Fi access, ensuring complete security. The system allows for triple-auditing capabilities, which are; electronically generated tabulation results, .jpeg imaging and storage, and the original physical ballot. This advancement gives GES the ability to tabulate elections faster and more efficiently. As experts in paper/mail ballot elections, GES began deploying this system in our elections in the third quarter of 2017 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 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 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 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 not use the back and forward browser button, a safe mechanism against tampering. Distributed denial of service DDoS protection tools help secure websites and applications and prevent DDoS attacks, which bombard websites with traffic traditionally delivered via “botnets" that are created by networked endpoints connected via malware. The DDoS software protection provides always-on detection and automatic inline mitigations that minimize application downtime and latency.

Every state has Election Software Developers and Manufactures may also qualify by meeting individual requirements for individual States in the United States.

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

Step 1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards

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

Step 3 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system

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

Step 5 - Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security

Step 6 - Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities

Trends and Uncertainties

The Company currently has minimal revenues and operations and is 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.

The Company has generated recurring losses and cash flow 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 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 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. The Company plans to use its available cash and new financing to develop and execute its new business plan and hopefully create and maintain a self-sustaining business. However, the Company can give no assurances that it will be successful in achieving its plans or if financing will be available or, if available, on terms acceptable to the Company, or at all. Should 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 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 Company shall utilize third-party service providers to secure the Company’s financial and personal data; the Company 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 ~~March~~June 3130, 2024, the Company had an accumulated deficit of $32,~~629~~786,~~326~~305 and a working capital deficit of $9,~~724~~881,~~556~~535. Our ability to continue as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as needed.

For the ~~three~~six months ended ~~March~~June 3130, 2024, the Company recorded net loss of $~~131~~287,~~018~~997. We recorded an amortization of debt discount of $2661,~~346~~432 and a gain from change in fair value of derivative liability of $193,~~945~~611. We had an increase in accrued expenses of $91131,~~794~~279. As a result, we had net cash used in operating activities of $7101,~~067~~675 for the ~~three~~six months ended ~~March~~June 3130, 2024.

For the ~~three~~six months ended ~~March~~June 3130, 2024, we received $90139,~~000~~500 as proceeds from the issuance of convertible promissory notes payable, $28217,~~000~~500 as proceeds from the issuance of promissory notes payable, repaid $~~(70~~109,~~510)~~420 of outstanding convertible promissory notes payable and repaid $~~(52~~137,~~572)~~061 of promissory notes payable. As a result, we had net cash ~~used~~provided by financing activities of $(5110,~~082)~~519 for the six months ended June 30, 2024.

For the ~~three~~six months ended ~~March~~June 3130, 2023, the Company recorded net loss of $~~526~~825,~~395~~042. We recorded an amortization of debt discount of $91145,~~329~~415, and a change in fair value of derivative liability of $3422,~~867~~396, and spent $2227,~~396~~992 as a non-cash expense associated with warrants. We had an increase in prepaid expenses of $~~750~~1,500. We also had an increase in accrued expenses of ~~227~~471,~~807~~652. As a result, we had net cash used in operating activities of $149,~~246~~681 for the ~~three~~six months ended ~~March~~June 3130, 2023.

For the ~~three~~six months ended ~~March~~June 3130, 2023, we received $93212,~~700~~450 as proceeds from the issuance of convertible promissory notes payable and repaid $65100,~~050~~461 of outstanding convertible note. We received $31,687 as proceeds from the issuance of notes payable and repaid $47104,~~615~~425 of outstanding note payable. We had a $6,700 investment from a director. As a result, we had net cash provided by financing activities of $1945,~~422~~951 for the ~~three~~six months ended ~~March~~June 3130, 2023.

Results of Operations for the Three Months Ended ~~March~~June 3130, 2024 Compared to the Three Months Ended ~~March~~June 3130, 2023

Revenues for the three months ended ~~March~~June 3130, 2024 were $~~232~~348,~~123~~190 compared to $~~106~~237,~~192~~972 for the three months ended ~~March~~June 3130, 2023, an increase of $~~125~~110,~~931~~218. The majority of our clients hold elections on a three year cycle. This increase in revenues is due primarily to less elections held during the three month period in 2023.

Salaries and benefits totaled $4332,~~967~~032 for the three months ended ~~March~~June 3130, 2024 compared to $~~165~~69,~~378~~432 for the three months ended ~~March~~June 3130, 2023. This decrease was due to the employment compensation amended for John Matthews and Kathryn Weisbeck since the 2nd quarter of 2023 and reduced the salary to $2 per quarter per person.

Professional fees for the three months ended ~~March~~June 3130, 2024 totaled $34101,~~870~~077 compared to $67131,~~668~~738 for the three months ended ~~March~~June 3130, 2023, a decrease of $32,798. This decrease is primarily due to decreased assistance needed during the three months ended ~~March~~June 3130, 2024.

For the three months ended ~~March~~June 3130, 2024, we incurred marketing and advertising expenses of $3842,~~606~~344 compared to $3725,~~663~~216 in the three months ended ~~March~~June 3130, 2023. We incurred software development expenses of $~~678~~10,926 in 2024 compared to $18,~~326~~244 in 2023, we incurred printing costs of $16106,~~295~~346 in 2024 compared to $233,~~403~~736 in 2023, and we incurred general and administrative expenses of $4455,~~829~~486 in 2024 compared to $4553,~~495~~214 in 2023. The increase in printing expenses was mainly due to a increase in costs related to the increase in revenue.

Total operating expenses for the three months ended ~~March~~June 3130, 2024 were $~~179~~348,~~245~~211, compared to $~~319~~321,~~933~~580 for the three months ended ~~March~~June 3130, 2023, a decrease of $~~140~~26,~~688~~631 principally due to reasons discussed above.

Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Revenues for the six months ended June 30, 2024 were $580,313 compared to $344,164 for the six months ended June 30, 2023, an increase of $236,149. The majority of our clients hold elections on a three year cycle. This increase in revenues is due primarily to less elections held during the six month period in 2023.

Salaries and benefits totaled $75,999 for the six months ended June 30, 2024 compared to $234,810 for the six months ended June 30, 2023. This decrease was due to the employment compensation amended for John Matthews and Kathryn Weisbeck since the 2nd quarter of 2023 and reduced the salary to $2 per quarter per person.

Professional fees for the six months ended June 30, 2024 totaled $135,947 compared to $199,406 for the six months ended June 30, 2023, a decrease of $30,661. This decrease is primarily due to decreased assistance needed during the six months ended June 30, 2024.

For the six months ended June 30, 2024, we incurred marketing and advertising expenses of $80,950 compared to $62,879 in the six months ended June 30, 2023. We incurred software development expenses of $11,604 in 2024 compared to $9,569 in 2023, we incurred printing costs of $122,641 in 2024 compared to $36,138 in 2023, and we incurred general and administrative expenses of $100,315 in 2024 compared to $98,710 in 2023. The increase in printing expenses was mainly due to a increase in costs related to the increase in revenue.

Total operating expenses for the six months ended June 30, 2024 were $527,456, compared to $641,512 for the six months ended June 30, 2023, a decrease of $114,056 principally due to reasons discussed above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of ~~March~~June 3130, 2024.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of ~~March~~June 3130, 2024 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission'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 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.

Evaluation of Changes in Internal Control over Financial Reporting

Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the ~~nine~~six months ended ~~March~~June 3130, 2024. Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

3435

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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 Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, the 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, parties amended the settlement agreement to state that the Company shall pay the prior attorney Two Hundred Nineteen Thousand, Five Hundred and Seventy Six Dollars ($219,576). OnFor ~~January 27, 2021,~~ the ~~Company~~year ~~made~~ended aDec ~~payment~~31 ~~of $5,000, on April 12,~~ 2021, the ~~Company~~company made apays ~~payment~~up ofto $1545,000~~, on August 6, 2021, the Company made a payment of $5,000~~. OnFor ~~October 1, 2021,~~ the ~~Company~~year ~~made~~ended aDec ~~payment~~31 ~~of $5~~2022,~~000~~ ~~and on November 12, 2021,~~ the ~~Company~~company made apays ~~payment~~up ofto $1025,000. On January 713, ~~2022,~~2023 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 $5,000 ~~and on June 22, 2022, the Company made payments of $5,000~~. On ~~December~~April 525, ~~2022~~2024 the Company made payments of $5,000. ~~On January 13, 2023 the Company made payments of $5,000~~

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Item 1A. Risk Factors

Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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, 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

36During the three months ended June 30, 2024, the Company issued

~~During~~• ~~the~~The ~~three~~company ~~months~~had ~~ended~~not ~~March~~issued ~~31,~~any ~~2023,~~shares for the ~~Company~~quarter ~~issued~~ended June 30, 2024

During the six months ended June 30, 2024, the Company issued:

•

258,655,700 shares of common stock for conversion of $71,362 of convertible notes and $5,437 of accrued interest.

During the three months ended March 31, 2023, the Company issued:

	•	67,081,217 shares of common stock for convertible notes of $72,202 and accrued interest of $24,243.
	•	23,603,891 for the cashless exercise of 32,187,124 warrants.

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT TABLE The following is a complete list of exhibits filed as part of the Quarterly Report on Form 10-Q, some of which are incorporated herein by reference from the reports, registration statements and other filings of the issuer with the Securities and Exchange Commission, as referenced below:

Reference Number	Item
31.1	Section 302 Certification of Principal Executive Officer.*
31.2	Section 302 Certification of Principal Financial Officer.*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*
101.INS	SBRL Instance Document.*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Furnished herewith.

3738

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GLOBAL ARENA HOLDINGS, INC. a Nevada corporation
Date: July 16, 2024	By:	/s/ John Matthews
Date: October 3, 2024	By:	/s/ John Matthews
		John Matthews
		Chief Executive Officer
Date: July 16, 2024	By:	/s/ John Matthews
Date: October 3, 2024	By:	/s/ John Matthews
		John Matthews
		Chief Financial Officer

3839

Filing Compare · Global Arena Holding, Inc.