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 September 30, 2023
OR
 
☐
           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 registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
33-0931599
(I.R.S. Employer Identification No.)
 
 
208 East 51 Street, Suite 112
New York, New York
(Address of principal executive offices)
 
10022
(Zip code)
 
(646) 801-5524
 (Registrant’s
 telephone number, including area code)
 
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 
☐
Non-accelerated filer 
☐
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 January 5, 2024, the registrant had 1,221,223,807 outstanding shares of common stock.
 
 
 
 
GLOBAL ARENA HOLDING, INC. TABLE OF CONTENTS
 
 
 
 
 
Item 1.  Financial Statements (Unaudited)
 
3
   
 
4
   
 
5
   
 
6
   
 
8
   
 
9
   
 
28
 
32
 
32
 
 
 
34
 
34
 
35
 
35
 
35
 
35
 
35
 
 
 
 
36
 
2
 
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.
 
3
 
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
  
September 30,
  
December 31,
 
  
2023
  
2022
 
 
 
(unaudited)
 
ASSETS
      
Current Assets:
      
Cash and cash equivalents
 
$
14,618
  
$
149,714
 
Prepaid Expense
  
750
   
3,000
 
Total current assets
 
$
15,368
  
$
152,714
 
 
        
Deposits for proposed acquisitions
  
566,150
   
566,150
 
TOTAL ASSETS
 
$
581,518
  
$
718,864
 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
        
Current Liabilities:
        
Accounts payable
 
$
343,373
  
$
327,372
 
Due to related party
  
6,700
   
-
 
Accrued expenses
  
4,468,431
   
4,111,361
 
Convertible promissory notes payable,
        
net of debt discount of $60,307 and $176,378
  
4,343,897
   
4,418,233
 
Promissory notes payable
  
390,349
   
392,196
 
Derivative liability
  
4,506
   
116,150
 
Total current liabilities
  
9,557,256
   
9,365,312
 
 
        
STOCKHOLDERS' DEFICIT
        
Global Arena Holdings, 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 480,000
issued and outstanding
  
480
   
480
 
Common stock, $0.001 par value; 4,000,000,000 shares authorized;
        
802,558,604 and 270,777,969 shares issued and outstanding
  
802,558
   
270,778
 
Additional paid-in capital
  
22,544,765
   
22,411,335
 
Accumulated deficit
  
(32,300,548
)
  
(31,306,048
)
Total Global Arena Holdings, Inc. stockholders’ deficit
  
(8,952,696
)
  
(8,623,406
)
Noncontrolling interest
  
(23,042
)
  
(23,042
)
Total stockholders’ deficit
  
(8,975,738
)
  
(8,646,448
)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT
 
$
581,518
  
$
718,864
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
4
 
 
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
  
Three Months Ended September 30,
  
Nine Months Ended September 30,
 
  
2023
  
2022
  
2023
  
2022
 
             
Revenues:
            
Services
 
$
268,304
  
$
162,067
  
$
612,468
  
$
559,911
 
                 
Operating expenses:
                
Salaries and benefits
  
47,015
   
244,864
   
281,825
   
587,335
 
Marketing and advertising
  
27,576
   
33,637
   
90,455
   
98,927
 
Software development
  
9,270
   
1,325
   
18,839
   
33,419
 
Professional fees
  
134,333
   
59,252
   
333,739
   
243,776
 
General and administrative
  
43,564
   
43,143
   
142,274
   
174,967
 
Printing
  
85,086
   
33,275
   
121,223
   
131,951
 
Total operating expenses
  
346,844
   
415,496
   
988,355
   
1,270,375
 
                 
Loss from operations
  
(78,540
)
  
(253,429
)
  
(375,887
)
  
(710,464
)
                 
Other expenses:
                
Interest expense and financing costs
  
(230,552
)
  
(174,216
)
  
(727,632
)
  
(587,469
)
Debt Forgiveness
      
140,000
   
(2,623
)
  
140,000
 
Change in fair value of derivative liability
  
139,634
   
71,260
   
111,642
   
71,306
 
Total other expenses
  
(90,918
)
  
37,044
   
(618,613
)
  
(376,163
)
                 
Income (loss) before provision for taxes
  
(169,458
)
  
(216,385
)
  
(994,500
)
  
(1,086,627
)
                 
Provision for income taxes
  
-
   
-
   
-
   
-
 
                 
Net loss
  
(169,458
)
  
(216,385
)
  
(994,500
)
  
(1,086,627
)
                 
Net loss attributed to noncontrolling interest
  
-
   
-
   
-
   
-
 
                 
Net loss attributed to Global Arena Holding, Inc.
 
$
(169,458
)
 
$
(216,385
)
 
$
(994,500
)
 
$
(1,086,627
)
                 
Weighted average shares outstanding - basic and diluted
  
701,035,141
   
188,450,167
   
503,477,046
   
188,450,167
 
                 
Loss per share - basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
5
 
 
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
 
 
 
Series B Preferred
Stock
 
 
Series C Preferred
Stock
 
 
Common Stock
 
 
Additional
Paid-in
 
 
Accumulated
 
 
Total
Global
Stockholders'
 
 
 
Noncontrolling
 
 
Total
Stockholders’
 
 
 
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
 
Issuance of shares for services
 
 
- 
 
 
 
- 
 
 
 
- 
 
 
 
 
 
 
 
59,322,799
 
 
 
59,323
 
 
 
18,614
 
 
 
- 
 
 
 
77,937
 
 
 
-
 
 
 
77,937
 
Warrants issued for services 
 
 
- 
 
 
 
- 
 
 
 
- 
 
 
 
- 
 
 
 
- 
 
 
 
- 
 
 
 
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
)
Issuance of common stock for convertible debt and accrued interest
  
-
   
-
   
-
   
-
   
206,600,000
   
206,600
   
-
       
206,600
   
-
   
206,600
 
Net loss
  
-
   
-
   
-
   
-
   
-
   
-
   
-
   
(169,458
)
  
(169,458
)
  
-
   
(169,458
)
Balance, September 30, 2023
  
49,202
  
$
49
  
$
480,000
  
$
480
  
$
802,558,604
  
$
802,558
  
$
22,544,765
  
$
(32,300,548
)
 
$
(8,952,696
)
 
$
(23,042
)
 
$
(8,975,738
)
 
6
 
 
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (continued)
 
 
 
Series B Preferred Stock
 
 
Series C Preferred Stock
 
 
Common Stock
 
 
Additional
Paid-in
 
 
Accumulated
 
 
Total
Global
Stockholders'
 
 
 
Noncontrolling
 
 
Total
Stockholders’
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Deficit
 
 
Interest
 
 
Deficit
 
Balance, December 31, 2021
 
 
49,202
 
 
$
49
 
 
 
-
 
 
$
-
 
 
 
170,375,180
 
 
$
170,375
 
 
$
21,825,642
 
 
$
(29,594,851
)
 
$
(7,598,785
)
 
$
(23,042
)
 
$
(7,621,827
)
Issuance of common stock for convertible debt and accrued interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,875,435
 
 
 
3,875
 
 
 
54,257
 
 
 
-
 
 
 
58,132
 
 
 
 
 
 
 
58,132
 
Issuance of common stock for debt settlement
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Allocated value of warrants and beneficial conversion feature
related to issuance of convertible debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-
 
 
 
-
 
 
 
96,352
 
 
 
-
 
 
 
96,352
 
 
 
 
 
 
 
96,352
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(423,313
)
 
 
(423,313
)
 
 
-
 
 
 
(423,313
)
Balance, March 31, 2022
 
 
49,202
 
 
$
49
 
 
 
-
 
 
$
-
 
 
 
174,250,615
 
 
$
174,250
 
 
$
21,976,251
 
 
$
(30,018,164
)
 
$
(7,867,614
)
 
$
(23,042
)
 
$
(7,890,656
)
Issuance of common stock for convertible debt and accrued interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,210,167
 
 
 
18,210
 
 
 
158,312
 
 
 
 
 
 
 
176,522
 
 
 
 
 
 
 
176,522
 
Issuance of shares for debt settlement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allocated value of warrants and beneficial conversion feature
related to issuance of convertible debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
115,137
 
 
 
 
 
 
 
115,137
 
 
 
 
 
 
 
115,137
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(446,929
)
 
 
(446,929
)
 
 
 
 
 
 
(446,929
)
Balance, June 30, 2022
 
 
49,202
 
 
$
49
 
 
 
-
 
 
$
-
 
 
 
192,460,782
 
 
$
192,460
 
 
$
22,249,700
 
 
$
(30,465,093
)
 
$
(8,022,884
)
 
$
(23,042
)
 
$
(8,045,926
)
Issuance of common stock for convertible debt and accrued interest
  
-
   
-
   
-
   
-
   
20,829,480
   
20,829
   
65,427
   
-
   
86,256
   
-
   
86,256
 
Shares issues in exchanges for Series C Prefered Shares 
  
-
   
-
   
480,000
   
480
   
-
   
-
   
-
   
-
   
480
   
-
   
480
 
Conversion of warrants
  
-
   
-
   
-
   
-
   
3,281,250
   
3,281
   
(3,281
)
  
-
   
-
   
-
   
-
 
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt
  
-
   
-
   
-
   
-
   
-
   
-
   
48,118
   
-
   
48,118
   
-
   
48,118
 
Net loss
  
-
   
-
   
-
   
-
   
-
   
-
   
-
   
(216,385
)
  
(216,385
)
  
-
   
(216,385
)
                                             
Balance, September 30, 2022
  
49,202
  
$
49
  
$
480,000
  
$
480
  
$
216,571,512
  
$
216,571
  
$
22,359,964
  
$
(30,681,478
)
 
$
(8,104,478
)
 
$
(23,042
)
 
$
(8,127,457
)
 
7
 
 
GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
 
 
Nine Months Ended September 30,
 
  
2023
  
2022
 
OPERATING ACTIVITIES:
      
Net loss
 
$
(994,500
)
 
$
(1,086,627
)
Adjustments to reconcile net loss to
        
net cash used in operating activities:
        
Amortization of debt discount
  
199,833
   
201,890
 
Change in fair value of derivative liability
  
(111,642
)
  
(71,305
 
Non-cash expense associated with warrant
  
22,396
   
-
 
Change in assets and liabilities:
        
Deferred revenue
  
-
   
(21,500
)
Prepaid Expense
  
2,250
   
-
 
Accounts payable
  
16,000
   
(16,434
)
Accrued expenses
  
572,174
   
586,696
 
Net cash used in operating activities
  
(293,489
)
  
(407,280
)
         
INVESTING ACTIVITIES:
        
Payment of deposit for acquisition
  
-
   
(10,000
)
Net cash used in investing activities
  
-
   
(10,000
)
 
        
FINANCING ACTIVITIES:
        
Proceeds from convertible promissory notes payable
  
349,458
   
443,550
 
Proceeds from note payable
  
119,687
   
80,000
 
Repayment of note payable
  
(145,646
)
  
(52,358
)
Repayment of convertible promissory notes payable
  
(171,806
)
  
(55,500
)
Proceeds from related party
  
6,700
   
 
 
Net cash used in
financing
activities
  
158,393
   
415,692
 
         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  
(135,096
)
  
(1,588
)
 
        
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE
  
149,714
   
13,295
 
 
        
CASH AND CASH EQUIVALENTS, ENDING BALANCE
 
$
14,618
  
$
11,707
 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
        
Allocated value of warrants and beneficial conversion features related to debt
 
$
22,396
  
$
259,607
 
Forgiveness of debt
 
$
446,503
  
$
-
 
Debt converted to common stock
 
$
80,175
  
$
320,911
 
Series C Preferred Stock Issuance
  
 
  
$
480
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
8
 
GLOBAL ARENA HOLDING, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
 
NOTE 1 - ORGANIZATION
 
Organization and Business
 
Global Arena Holding, Inc. (formerly, “Global Arena Holding Subsidiary Corp.”) (“GAHI”), was formed in February 2009, in the state of Delaware.  GAHI and its subsidiaries (the “Company”) was previously a financial services firm and currently is focusing on the following businesses through these subsidiaries:
 
On February 25, 2015, Global Election Services, Inc. (GES) formed on February 25, 2015, provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations.
 
GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling and image correction.  This system provides three types of audit capabilities.  The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation utilizing process occurs offline, eliminating the opportunity for hacking.  GES is also working with multiple vendors and has made investments in companies that are developing Blockchain Technology for a data storage and retrieval registration system, tabulation of paper Absentee/Mail Ballots; and internet voting.
 
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 first 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.
 
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.
 
9
 
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 June 15, 2019, GES entered into a Term Sheet to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into True Vote thru a 24 Month Debenture and issue a three 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.  On December 16, 2019 this Term Sheet was amended to provide for a December 17, 2019, payment by the Company for $ 40,000 to True Vote. As of the date of this filing 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, and the Company will receive 3,000,000 common shares of TrueVote Inc representing Thirty percent (30%) as part of the joint venture between the companies. 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.
 
On January 23, 2023, the Company incorporated a new wholly owned entity in the State of Nevada called Fortis Industria LLC, to explore acquisition opportunities.
 
On March 28, 2023, GES entered into a non-binding letter of intent with Enfield Exploration Corp., a corporation existing under the laws of the Provinces of British Columbia, Albert and Ontario, whereby Enfield will acquire the business of GES.  The purchase price shall be the issuance of 10,000,000 shares of Enfield at a deemed price of USD$0.50 per share in exchange for all of the issued and outstanding shares of GES. This transaction was terminiated on Sptember 1, 2023.
 
On November 29, 2023 the Company signed a amended and restated non binding letter of intent letter that sets out the terms and conditions pursuant to which 1329291 B.C. Ltd. a company incorporated under the laws of the Province of British Columbia and a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, will acquire all of the issued and outstanding equity securities and securities convertible into equity securities of Global Election Services Inc. The purchase price shall be the issuance of 22,000,000 common shares of  1329291 B.C. Ltd. at a deemed price of USD$0.25 per share in exchange for all of the issued and outstanding shares of GES.
 
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 September 30, 2023. 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.
 
10
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) 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. Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted.
 
The December 31, 2022 condensed consolidated balance sheet was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim nine-month periods ended September 30, 2023 and 2022. The results for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or for any future period.
 
Noncontrolling Interest
 
The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.
 
The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss.
 
Basic and Diluted Earnings (Loss) Per Share
 
Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.
 
 
 
September 30,
 
 
 
2023
  
2022
 
Options
 
-
   
15,000,000
 
Warrants
  
1,045,226,190
   
1,360,102,897
 
Convertible notes
  
1,564,115,747
   
1,734,424,993
 
Total
  
2,609,341,937
   
3,109,527,890
 
 
Management Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in th e 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.
 
11
 
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.
 
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  compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the statements of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
 
12
 
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.
 
The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2023 and December 31, 2022.
 
 
 
Fair Value
  
 
 
Description
 
As of
September 30,2022
  
Fair Value Measurements at

September 30, 2023

Using Fair Value Hierarchy
 
       
Level 1
   
Level 2
   
Level 3
 
Derivative liability
 
$
4,507
  $
-
  
$
4,507
  $
-
 
                 
Total
 
$
144,142
  $
-
  
$
144,142
  $
-
 
 
13
 
  
Fair Value
 
 
Description
 
As of
December 31,
2022
  
Fair Value Measurements at

December 31, 2022

Using Fair Value Hierarchy
 
       
Level 1
   
Level 2
   
Level 3
 
Derivative liability
 
$
116,150
  $
-
  
$
116,150
  $
-
 
                
Total
 
$
116,150
  $
-
  
$
116,150
  $
-
 
 
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.
 
Recently Issued Accounting Pronouncements
 
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.  ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract.  ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40.  In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity.  ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year.  The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.
 
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.
 
14
 
NOTE 3 - ACQUISITION DEPOSITS
 
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 100% of its current business from Election Services Solutions. Management anticipates the closing of this transaction will occur in the third quarter of 2023.
 
On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a 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 April 15, 2022, the Company made the final $10,000 cash payment. 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.
 
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 2023.
 
NOTE 4 - ACCRUED EXPENSES
 
Accrued expenses at September 30, 2023 and December 31, 2022 consisted of the following:
 
  
September 30,
  
December 31,
 
  
2023
  
2022
 
Accrued interest
 
$
3,190,547
  
$
2,767,267
 
Accrued compensation
  
1,241,441
   
1,307,656
 
Other accrued expenses
  
36,438
   
36,438
 
  
$
4,468,426
  
$
4,111,361
 
 
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, 2021, as amended and currently in default.  The outstanding balance was $230,000 and $230,000 as of September 30, 2023 and December 31, 2022, respectively.
 
In November 29, 2022, the Company entered into promissory note agreement with Duck Duck Spruce for a total of $100,000. The outstanding balance was $100,000 and $100,000 as of September 30, 2023 and December 31, 2022, respectively.
 
15
 
NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE
 
Convertible promissory notes payable at September 30, 2023 and December 31, 2022 consist of the following:
 
 
 
September 30,
  
December 31,
 
 
 
2023
  
2022
 
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through September 30 2023, as amended. ($2,817,865 in default)
 
$
3,075,053
  
$
3,099,054
 
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of September 30, 2021 the conversion price would be $0.001 per share). Maturity dates through June 30, 2023, as amended. ($190,784 in default)
  
199,328
   
321,534
 
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through September 30, 2023, as amended. ($1,131,823 in default)
  
1,129,823
   
1,174,023
 
Total convertible promissory notes payable
  
4,404,204
   
4,594,611
 
Unamortized debt discount
  
(60,307
)
  
(176,378
)
Convertible promissory notes payable, net discount
  
4,343,896
   
(4,418,233
)
Less current portion
  
(4,343,896
)
  
(4,418,233
)
Long-term portion
  
-
   
-
 
 
A rollforward of the convertible promissory notes payable from December 31, 2022 to September 30, 2023 is below:
 
Convertible promissory notes payable, December 31, 2022
 
$
4,418,233
 
Issued for cash
  
328,500
 
Issued for original issue discount
  
(33,950
)
Repayment for cash
  
(171,807
)
Conversion of common stock
  
(388,501
)
Debt discount related to new convertible promissory notes
  
-
 
Amortization of debt discounts
  
191,422
 
Convertible promissory notes payable, September 30, 2023
 
$
4,343,897
 
 
The per share conversion price into which Principal Amount and interest (including any Default Interest) under the Notes shall be convertible into shares of Common Stock hereunder (the "Conversion Price") shall equal $0.0005. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, 
where "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.
 
16
 
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:
 
 
 
September 30,
  
December 31,
 
 
 
2023
  
2022
 
Risk-free interest rate
 
5.27-5.54
%
 
4.12-4.73
%
Expected life of the options (Years)
 
0.5-77
  
0.01-1.30
 
Expected volatility
 
201%-233
%
 
204
%
Expected dividend yield
 
0
%
 
0
%
 
      
Fair Value
 
$
4,506
  
$
116,150
 
 
A roll-forward of the derivative liability from December 31, 2022 to September 30, 2023 is below:
 
Derivative liabilities, December 31, 2022
 
$
116,150
 
Relieved with debt settlement agreement
  
0
 
Change in fair value of derivative liabilities
  
(111,642.96
)
Derivative liabilities, September 30, 2023
 
$
4,506
 
 
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 Stock dividend is cumulative and accruing at the rate of ten percent (10%) per annum.  The dividend shall be paid in common stock of the Company at the current market price.  No dividend may be paid on common shares so long as the Series B Preferred Stock dividend is outstanding.
Each Series B preferred share, valued at $10 per Series B preferred share, shall be convertible into a number of common shares at the previous average of the 5 Trading Day closing price as reported by OTC Pink, equal to a value of $11.5.  The conversion right is only available when the common shares are trading at above $.006. At any time prior to the second anniversary of issuance, the Company may redeem, in whole or in part, the Series B Preferred Stock at an amount equal to 115% of purchase price on not less than thirty (30) days nor more than sixty (60) days’ written notice. 
 
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.
 
17
 
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
 
During the three months ended September 30, 2023, the Company issued 206,600,000 shares of common stock for convertible notes of $203,825 and accrued interest of $2,775. The shares were valued based on the market price on the grant date.
 
During the nine months ended September 30, 2023, the Company issued  242,253,945 shares of common stock for convertible notes of $427,709 and accrued interest of $44,494. The shares were valued based on the market price on the grant date
In addition, the Company issued 
59,322,799
 for
services of $77,937. The shares were valued based on the market price on the grant date.
 
Option Activity
 
A summary of the option activity is presented below:
 
 
 
 
   
 
   
Weighted
   
 
 
 
 
 
   
Weighted
   
Average
   
 
 
 
 
 
   
Average
   
Remaining
   
Aggregate
 
 
 
Number of
   
Exercise
   
Contractual
   
Intrinsic
 
 
 
Options
   
Price ($)
   
Life (in years)
   
Value ($)
 
Outstanding, December 31, 2022
  
15,000,000
   
.02
   
.19
   
-
 
Granted
      
-
         
Exercised
      
(15,000,000
)
        
Forfeited/Canceled
                
Outstanding, September 30, 2023
  
-
   
-
   
-
   
-
 
Exercisable, September 30, 2023
  
-
   
-
   
-
   
-
 
 
18
 
The exercise price for options outstanding at September 30, 2023 is as follows:
 
Outstanding and Exercisable
 
Number of
  
Exercise
 
Options
  
Price
 
-
 $
-
 
-
    
 
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, 2022
  
1,380,755,235
   
0.003
   
1.4
   
-
 
Granted
  
29,500,000
   
0.001
         
Exercised
  
(32,187,124
)
  
0.001
         
Forfeited/Canceled
  
(332,841,921
)
  
0.001
         
Outstanding, September 30, 2023
  
1,045,226,190
   
0.001
         
Exercisable, September 30, 2023
  
1,045,226,190
   
0,001
   
2.49
   
-
 
 
The exercise price for warrants outstanding at September 30, 2023 is as follows:
 
Outstanding and Exercisable
 
Number of
  
Exercise
 
Warrants
  
Price
 
7,500,000
 $
0.00250
 
951,812,876
 $
0.00100
 
4,500,000
 $
0.00120
 
29,270,457
 $
0.00170
 
25,000,000
 $
0.00300
 
25,000,000
 $
0.00400
 
7,142,857
 $
0.00700
 
1,045,226,190
    
 
During the nine months ended September 30, 2023, the Company issued a total of 10,000,000 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 1.00-4.00 years
·
   
Volatility of 236%;
·
   
Dividend yield of 0%;
·
   
Risk free interest rate of 5.27% - 5.54%
 
19
 
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 January 13, 2023, the Company made a payment 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 31, 2022, the Company was named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002. The plaintiff has alleged breach of contract and unjust enrichment. The plaintiff is seeking damages relating to a plaintiff’s prior employment agreement with the Company. The Company has obtained counsel to dispute the charges. On July 19, 2023 the Company entered into a settlement agreement with the plaintiff, requiring the Company to pay $30,000.
 
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 to money damages in the aggregate amount of $1,565,610.  The Company and GES have obtained legal counsel to dispute the charges. The case is still open as of September 30, 2023.
 
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 September 30, 2023.
 
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 first quarter of 2024.
 
 
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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 first Quarter of 2024.
 
On January 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with an investor. Under the terms of the ICA the investor 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 the investor 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 the investor. The investor 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. The investor has extensive experience in a broad range of areas related to Information Security, Network Engineering, and Enterprise Governance, Risk and Compliance and Payment networks within the financial industry. Management anticipates the closing of this transaction will occur in the first quarter or early first 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).
 
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.
 
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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 was 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 February 27, 2023 GES closed this transaction by investing the remaining $10,000 and 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 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 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.  
 
2) Tidewater Energy Group Inc.
 
On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members.
 
The Company was formed to explore opportunities in the oil, gas, mineral and energy business.  Tidewater Energy Group Inc. has 40,000,000 common shares authorized: par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%).  The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020.
The Company plans to close Tidewater Energy Group Inc. in thefirst quarter of 2024.
 
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3) GAHI Acquisition Corp.
 
On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of Directors to infuse an initial deposit of $50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition will be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company will cause GAHI Acquisition to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. The Company added Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company’s Board of Directors authorized the termination of the transaction previously authorized to infuse an initial deposit of $50,000 into GAHI Acquisition for general capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. GAHI Acquisition will remain a 100% subsidiary of the Company and will focus on Blockchain related companies for investments and acquisition. The Company has had no activity in GAHI Acqusition as of December 31, 2022, and as such the will close GAHI Acqusition Corp.
 
4) Other Corporate Matters
 
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 31, 2022.
 
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, Global Election Services 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. The note has been repaid in full as of June 30, 2022.
 
On March 30, 2022, Global Election Services 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 $0.001 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 $0.001 per share vesting in five years.
 
On February 2, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note has been repaid in full as of September 30, 2022.
 
On February 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $16,500 with original issue discount of $2,500. The note bears 10% interest and mature in six months. On May 20, 2022, the company entered into a new agreement including the original payment and two additional payments of $10,000 on April 15, 2022 and $26,000 on May 20, 2022. The note bears an interest of 12% and matures in 30 days. On August 16, 2022,entered in to an 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 March 30, 2022, Global Election Services 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 Global Election Services Inc. common stock at an $8,000,000 valuation.
 
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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. This note was paid off as of March 30, 2023.
 
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. This note was paid off as of March 30, 2023.
 
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. This note was paid off as of March 30, 2023.
 
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. This note was paid off as of March 30, 2023.
 
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 $0.001 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 $0.001 per share vesting in five years.
 
On August 23, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $62,000 with an original issue discount in the amount of $6,200 mature in twelve months. The note can be converted to the Company’s common stock at $0.001 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 $0.001 per share vesting in five years.
 
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.
 
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. 
 
 
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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.
 
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 invetstor. 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.
 
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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.
 
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.
 
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.
 
NOTE 11 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events through the date the financials were issued.
 
On October 2, 2023 Note Holder converted $38,397 on principal amount and accrued interest for 38,396,563 shares at $0.001 per share. 
 
On October 2, 2023 Note Holder converted $20,000 on principal amount for 20,000,000 shares at $0.001 per share. 
 
On October 16, 2023 Note Holder converted $42,950 on principal amount for 42,950,000 shares at $0.001 per share. 
 
On October 16, 2023 Note Holder converted $42,950 on principal amount and accrued interest for 42,950,000 shares at $0.001 per share. 
 
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On October 27, 2023 Note Holder converted $20,000 on principal amount for 20,000,000 shares at $0.001 per share. 
 
On October 27, 2023 Note Holder converted $10,295 on principal amount and accrued interest for 10,295,465 shares at $0.001 per share. 
 
On October 30, 2023 Note Holder converted $48,125 on principal amount for 48,125,000 shares at $0.001 per share. 
 
On October 30, 2023 Note Holder converted $37,253 on principal amount and accrued interest for 37,252,865 shares at $0.001 per share. 
 
On November 1, 2023 Note Holder converted $48,125 on principal amount for 48,125,000 shares at $0.001 per share. 
 
On November 2, 2023 Note Holder converted $30,635 on principal amount for 30,635,310 shares at $0.001 per share. 
 
On November 8, 2023 Note Holder converted $48,125 on principal amount for 48,125,000 shares at $0.001 per share. 
 
On December 19, 2023 Note Holder converted $31,800 on principal amount and accrued interest for 31,800,000 shares at $0.001 per share. 
 
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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 without Internet or Wi-Fi access and is hard wired, 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.
 
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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 a 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.
 
Management believes there is  an opportunity in conducting United States and Foreign Government Elections. GES’ senior Management teams’ primary business for 40 years has been mail/absentee ballot elections. The market for GES conducting paper/mail ballot elections grew exponentially in January of 2017, when first President Barack Obama, and then President Donald Trump designated U.S. Elections “Critical Infrastructure”. The effect of these Executive Orders was to refocus the Department of Homeland Security, and the Elections Assistance Commission to reenergize compliance on U.S. Government elections, and assist by making available resources such as intelligence, funding, training and best practices in election software and hardware, for all 50 States.
 
On March 23, 2018, President Trump signed the Consolidated Appropriations Act of 2018 into law, which included $380 million in Help America Vote Act (HAVA) grants for states to make election security improvements. Among the authorized uses of the grant funds is the replacement of voting equipment, specifically equipment that does not produce a paper record or that is determined to be at the end of its useful life. Recent published examples are:
 
 
•
On December 20, 2019, President Trump signed the Consolidated Appropriations Act of 2020 into law. The Act includes $425 million in new HAVA funds made available.
 
•
In 2019, Hawaii (
SB 166
) allocated $789,598 for the purpose of a vote counting system contract.
 
•
In 2019, Georgia issued a $150 million bond package for the replacement of voting equipment statewide. The state also appropriated $12,840,000 from the General Fund for the purpose of financing projects and facilities for the Office of Secretary of State. 
 
•
In 2019, Wyoming appropriated $7.5 million into an election readiness account (
HB 21
). The state's 
$3 million HAVA allocation
 will also be placed in this account, the majority of which will go toward replacing outdated voting equipment statewide. 
 
•
In 2019, North Dakota enacted 
SB 2002,
 which included a one-time appropriation for voting equipment and electronic poll books statewide. The total amount of $11.2 million included $8.2 million in state funds and $3 million in HAVA funds. 
 
The opportunity for mail/absentee ballots became a page one story in 2020 due to the Coronavirus Pandemic. Subsequent accusations of voter fraud, compounded by President Trump declaring the 2020 U.S. election voting as rigged and fraudulent, has led to almost 40% of the U.S. Electorate believing the 2020 election was fraudulent.
 
On
October 23, 2019, the Brennan Center has estimated that the national cost for some of the most critical election security measures to be approximately $ 2.2 Billion dollars over the next five years.
 
Every state has a vote by mail process right now. Voters may request an Absentee Mail Ballot from their County Board of Elections or a Vote by Mail ballot is sent. In either case, our proprietary registration and tabulation software has an immediate need. In the 2016 U.S. Presidential election, approximately 33 Million ballots were cast by mail making up about 25% of the votes. Most individuals think only of the Presidential election every four years as the Election. In reality, municipal Board of Elections throughout the U.S. are conducting elections annually for such elected positions as; Governor, Mayor, City Council, State Assembly, State Senate, Members of U.S. Congress (House every 2 years, Senate every 6) Civil and Criminal Justices, Sheriffs, School Boards, Village Trustees, etc. In short, most State and local municipal Board of Elections are in the market purchasing software and hardware every year.
 
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In the U.S. there are 3,007 counties, 64 parishes, 19 organized boroughs, 11 census areas, 41 independent cities, and the District of Columbia, all of whom must buy updated Election Machines and Software. Each municipal county individually purchases election voting machines under the guidance of their own State’s Secretary of State.
 
The United States Government, through the Elections Assistance Commission, certifies election software and hardware for use in U.S. Government Elections. On February 10, 2021 the U.S. Election Assistance Commission (EAC) announced the adoption of the Voluntary Voting System Guidelines (VVSG) 2.0. These guidelines have been formulated to improve cyber security, accessibility and usability requirements in the U.S. voting process.
 
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.  As further described in “Liquidity and Capital Resources”, 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. 
 
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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 September 30, 2023, the Company has an accumulated deficit of $32,300,548 and a working capital deficit of $9,541,888. 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 nine months ended September 30, 2023, the Company recorded net loss of $994,500. We recorded an amortization of debt discount of $199,833 a gain from change in fair value of derivative liability of $111,642 and a non-cash expense associated with warrant of $22,396. We had a decrease in accounts payable of $16,000 and prepaid expenses of $2,250. We also had an increase in accrued expenses of 572,174.  As a result, we had net cash used in operating activities of $(293,489) for the nine months ended September 30, 2023.
 
For the nine months ended September 30, 2023,
we received $
349,458
as proceeds from the issuance of convertible promissory notes payable
and repaid $(171,806) of outstanding convertible promissory notes payable
and received $119,687 as proceeds from the issuance of notes payable and repaid $
(145,646)
of outstanding note payable
. We also received an investment from a director of $6,700.  As a result, we had
net cash provided by financing activities of $
158,393
.
 
As of September 30, 2022, the Company has an accumulated deficit of $30,681,478 and a working capital deficit of $8,688,607. 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 nine months ended September 30, 2022, the Company recorded net loss of $1,086,627. We recorded an amortization of debt discount of $201,890, and a change in fair value of derivative liability of $71,306, we had a decrease in accounts payable and accrued expenses of $16,434 and a decrease in deferred revenue of $21,500. We also had an increase in accrued expenses of 586,216.  As a result, we had net cash used in operating activities of $407,280 for the nine months ended September 30, 2022.
 
For the nine months ended September 30, 2022, we received $443,550 as proceeds from the issuance of convertible promissory notes payable and repaid $55,500 of outstanding convertible note and repaid $52,358 of outstanding note payable resulting in net cash provided by financing activities of $415,692.
 
Results of Operations for the Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022
 
Revenues for the three months ended September 30, 2023 were $
268,304
compared to $162,067 for the three months ended September 30, 2022, an increase of $106,237. 
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 2022
 
Salaries and benefits totaled $47,015 for the three months ended September 30, 2023 compared to $244,864 for the three months ended September 30, 2022.
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.
 
31
 
Professional fees for the three months ended September 30, 2023 totaled $134,333 compared to $59,252 for the three months ended September 30, 2022, an increase of $75,081. This increase is primarily due to stock based compensation professional services used during the three months ended September 30, 2023.
 
For the three months ended September 30, 2023, we incurred marketing and advertising expenses of $27,576 compared to $33,637 in the three months ended September 30, 2022. We incurred software development expenses of $9,270 in 2023 compared to $1,325 in 2022, we incurred printing costs of $85,086 in 2023 compared to $121,223 in 2022, and we incurred general and administrative expenses of $43,564 in 2023 compared to $43,143 in 2022. The increase in printing expenses was mainly due to a increase in costs related to the decrease in revenue.
 
Total operating expenses for the three months ended September 30, 2023 were $346,844, compared to $415,496 for the three months ended September 30, 2022, a decrease of $68,652 principally due to reasons discussed above.
 
Results of Operations for the Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022
 
Revenues for the nine months ended September 30, 2023 were $
612,468
compared to $559,911 for the nine months ended September 30, 2022, a increase of $52,557. The majority of our clients hold elections on a three year cycle.
This decrease in revenues is due primarily to less elections held during the nine month period in 2023.
 
Salaries and benefits totaled $281,825 for the nine months ended Seotember 30, 2023 compared to $587,335 for the nine months ended September 30, 2022.
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 nine months ended September 30, 2023 totaled $333,739 compared to $243,776 for the nine months ended September 30, 2022, an increase of $89,963. This increase is primarily due to lower professional services during the nine months ended September 30, 2022.
 
For the nine months ended September 30, 2023, we incurred marketing and advertising expenses of $90,455 compared to the $98,927 for the nine months ended September 30, 2022. We incurred software development expenses of
$18,839
for the nine months ended September 30, 2023 compared to $33,419 for the nine months ended September 30, 2022, we incurred printing costs of $121,223 for the nine months ended September 30, 2023 compared to $98,676 for the nine months ended September 30, 2022, and we incurred general and administrative expenses of $98,710 for the nine months ended September 30, 2023 compared to $131,951 for the nine months ended September 30, 2022. The decrease in general and administrative expenses was primarily due to a decrease in costs due to the decrease in revenue.
 
Total operating expenses for the nine months ended September 30, 2023 were $988,355 compared to $1,270,375 for the nine months ended September 30, 2022, a decrease $282,020 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 September 30, 2023.
 
32
 
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 September 30, 2023 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 months ended September 30, 2023. 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.
 
33
 
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)
. 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 January 13, 2023, the Company made a payment 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 31, 2022, the Company was named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002. The plaintiff has alleged breach of contract and unjust enrichment. The plaintiff is seeking damages relating to a plaintiff’s prior employment agreement with the Company. The Company has obtained counsel to dispute the charges. On July 19, 2023 the Company entered into a settlement agreement with the plaintiff, requiring the Company to pay $30,000.
 
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 to money damages in the aggregate amount of $1,565,610.  The Company and GES have obtained legal counsel to dispute the charges. As of September 30, 2023, no final resolution has been reached.
 
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 ad costs incurred, to recover unpaid monies owned by the Company.  The Company has obtained legal counsel to dispute the charges. As of September 30, 2023, no final resolution has been reached.
 
Item 1A.  Risk Factors
 
Not Applicable
 
34
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
During the three months ended September 30, 2023, the Company issued 206,600,000 shares of common stock for convertible notes principal and accrued interest of $206,600.
 
During the three months ended June 30, 2023, the Company issued 175,172,728 shares of common stock for convertible notes principal and accrued interest of $169,159 and issued 59,322,799 shares of common stock in connection with a services agreements at fair value of $77,937.
 
During the three months ended March 31, 2023, the Company issued 67,081,217 shares of common stock for convertible notes principal and accrued interest of $96,444 and issued 23,603,891 shares of common stock in connection with a cashless exercise of warrant.
 
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 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.
 
Item 3.  Defaults Upon Senior Securities
 
Not Applicable
 
Item 4.  Mine Safety Disclosures
 
Not Applicable.
 
Item 5.  Other Information
 
None.
 
Item 6.  Exhibits
 
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:
 
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS -  XBRL 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
 
*Filed Herewith
 
35
 
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 HOLDING, INC.
    a
Delaware
corporation
 
 
Date: January 11, 2024
By:
/s/ JOHN MATTHEWS
 
 
John Matthews
 
 
Chief Executive Officer
Chief Financial Officer
 
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