v3.26.1
CONVERTIBLE PROMISSORY NOTES PAYABLE
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
CONVERTIBLE PROMISSORY NOTES PAYABLE

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

 

On March 10, 2023, Global Election Services issued a convertible note to a non-affiliate investor for a secured Original Discount Convertible Promissory Note with an investor for the amount of $32,500. The note bears 12% interest and can convert at a $5,000,000 valuation, with a maturity of October 15, 2025. As of December 31, 2025, the balance on the note was $25,500.

 

On April 11, 2023, Global Election Services, Inc. issued a convertible promissory note to a non-affiliate investor in the principal amount of $15,000. The note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at a $5,000,000 valuation. As of December 31, 2025, the balance on the note was $15,000.

 

On May 18, 2023, the Company issued an unsecured Convertible Promissory Note to a non-affiliate investor in the principal amount of $20,000. The note bears 12% interest and matured on December 31, 2025. The note can be converted to the Company’s common stock at $0.001 per share. As of December 31, 2025, the balance on the note was $20,000.

 

On June 6, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note of $20,000 to a non-affiliate investor. The note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40 per share. The remaining balance was $5,000 as of December 31, 2025.

 

On June 7, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note to a non-affiliate investor of $10,000. The note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40 per share. As of December 31, 2025, the balance on the note was $10,000.

 

On June 14, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note to a non-affiliate investor for $30,000. The note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40 per share. As of December 31, 2025, the balance on the note was $30,000.

 

On July 7, 2023, Global Election Services, Inc. issued a secured original convertible promissory note to a non-affiliate investor for $57,500, with an original discount amount of $7,500. The note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40 per share. As of December 31, 2025, the balance on the note was $57,500.

 

On August 4, 2023, Global Election Services, Inc. issued a second original discount convertible promissory note to a non-affiliate investor for $30,000, with an original discount amount of $5,000. The Note bears 12% interest and matured on October 15, 2025. The Note can be converted into the Company’s common stock at $0.040 per share. The loan has been paid off as of Dec 31, 2024.

 

On September 15, 2023, Global Election Services, Inc. issued a secured Original Discount Convertible Promissory Note to a non-affiliate investor for $15,500, with an original discount amount of $5,000. The Note bears 12% interest and matured on October 15, 2025. The Note can be converted into the Company’s common stock at $0.040 per share. As of December 31, 2025, the balance on the note was $15,500.

 

On October 24, 2023, Global Election Services, Inc. issued a secured Original Discount Convertible Promissory Note to a non-affiliate investor for $25,000, with an original discount amount of $5,000. The Note bears 12% interest and matured on October 15, 2025. The Note can be converted into the Company’s common stock at $0.040 per share. As of December 31, 2025, the balance on the note was $25,000.

 

On December 6, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor of $10,000. The Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $10,000.

 

On December 12, 2023, Global Election Services Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $20,000. The Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $20,000.

 

On December 13, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $30,000. The Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $30,000.

 

On December 28, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $20,000. The Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. The loan has been paid off as of June 30, 2025.

 

On January 25, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount of $15,000 with an annual interest rate of 12% to a non-affiliate convertible at a $12.5 million valuation, with a maturity date of October 15, 2025. As of December 31, 2025, the balance on the note was $15,000.

 

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 

On February 7, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount of $15,000 with an annual interest of 12% to a non-affiliate at a $12.5 million valuation, with a maturity date of October 15, 2025. As of December 31, 2025, the balance on the note was $15,000.

 

On February 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount of $10,000 with an annual interest rate of 12% convertible at a $12.5 million valuation with a maturity date of October 15, 2025. As of December 31, 2025, the balance on the note was $10,000.

 

On March 15, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount of $20,000 with an annual interest rate of 12% and a maturity date of October 15, 2025. As of March 15, 2025, the Convertible Promissory Note has been paid back in full.

 

On July 19, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to an affiliated investor in the principal amount of $25,000 with an annual interest rate of 12% with a maturity date of October 15, 2025. The loan has been paid off as of December 31, 2025.

 

On August 2, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $20,000 to a non-affiliate investor. The Note bears 12% interest and is convertible at $0.16 per share, and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $10,000.

 

On August 2, 2024, in connection with the purchase of Election Services Solutions, the Company issued a convertible promissory note in favor of an investor to pay off the remaining balance of the investment. The note is in the principal amount of $138,850, bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.16 per share. As of December 31, 2025, the outstanding principal balance of the promissory note was $128,850.

 

On October 2, 2024, the Company received $250,000 from the issuance of a Convertible Promissory Note to a non-affiliate investor. The Note bears 15% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $250,000.

 

On December 13, 2024, the Company received $100,000 from the issuance of a Convertible Promissory Note to a non-affiliate investor. The Note bears 15% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $100,000.

 

On December 19, 2024, the Company received $170,000 from the issuance of a Convertible Promissory Note to a non-affiliate investor. The Note bears 15% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $170,000.

 

On December 6, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $12,000 to a non-affiliate investor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matured on October 15, 2025. The loan has been paid off as of December 31, 2024.

 

On December 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $10,000 to a non-affiliate investor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matured on October 15, 2025. As of January 17, 2025, Global Election Services, Inc. has repaid this note in full.

 

On December 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $10,000 to a non-affiliate investor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matured on October 15, 2025. The loan has been paid off as of March 31, 2025.

 

On December 10, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $30,000 to a non-affiliate investor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matured on October 15, 2025. The loan has been paid off as of June 30, 2025.

 

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 

On December 31, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $7,500 to a non-affiliate investor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matures on October 15, 2025. This note was repaid in full on March 19, 2025.

 

On January 31, 2025, the Company received $200,000 from the issuance of a Convertible Promissory Note to a non-affiliated investor. The Note bears 12% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $200,000.

 

On February 19, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $115,000 with an OID of $15,000 to a non-affiliate. The Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $115,000.

 

On March 10, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $7,500 to a non-affiliate. The Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025. As of March 19, 2025, Global Election Services, Inc. has repaid this note in full. This Note was repaid in full on April 24, 2025.

 

On March 12, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $22,500 to a non-affiliate. The Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $25,000.

 

On March 12, 2025, Global Election Services, Inc. issued an Original Issue Discount Convertible Promissory Note in the principal amount of $27,500 with an OID of $2,500 to a non-affiliate. The Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $27,500.

 

On April 21, 2025, the Company issued a convertible promissory note in the original principal amount of $400,000 in favor of a non-affiliated investor. The note bears 12% interest and matured on October 15, 2025. There is no pre-payment penalty. As of December 31, 2025, the outstanding principal balance of the promissory note was $400,000.

 

On June 30, 2025, the Company issued a convertible promissory note in the original principal amount of $400,000 in favor of a non-affiliated investor. The note bears 12% interest and matured on October 15, 2025. There is no pre-payment penalty. As of December 31, 2025, the outstanding principal balance of the promissory note was $400,000.

 

On August 22, 2025, the Company issued a convertible promissory note in the original principal amount of $150,000 in favor of a non-affiliated investor. The note bears 12% interest and matured on October 15, 2025. There is no pre-payment penalty. As of December 31, 2025, the outstanding principal balance of the promissory note was $150,000.

 

On October 29, 2025, the Company issued a convertible promissory note in the original principal amount of $100,000 in favor of a non-affiliated investor. The note bears 12% interest and matures on April 1, 2026. There is no pre-payment penalty. As of December 31, 2025, the outstanding principal balance of the promissory note was $100,000.

 

On December 1, 2025, the Company issued a convertible promissory note in the original principal amount of $150,000 in favor of a non-affiliated investor. The note bears 12% interest and matures on May 1, 2026. There is no pre-payment penalty. As of December 31, 2025, the outstanding principal balance of the promissory note was $150,000.

 

   December 31,   December 31, 
   2025   2024 
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through December 31, 2025, as amended. ($4,392,049 in default)  $4,642,049   $3,577,044 
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of December 31, 2025 the conversion price would be $0.001 per share). Maturity dates through December 31, 2025, as amended. ($190,784 in default)   190,784    190,784 
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through December 31, 2025, as amended. ($1,076,673 in default)   1,076,673    1,116,427 
Total convertible promissory notes payable   5,909,506    4,884,255 
Unamortized debt discount  $(1,905)   (26,390)
Convertible promissory notes payable, net discount  $5,907,601   $4,857,865 
Less current portion   (5,907,601)   (4,857,865)
Long-term portion  $-   $- 

 

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 

 

Convertible promissory notes payable, December 31, 2023  $4,436,356 
Issued for cash   943,600 
Issued for original issue discount   (122,792)
Repayment for cash   (394,751)
Conversion to common stock   (125,805)
Amortization of debt discounts   

121,257

 
Convertible promissory notes payable, December 31, 2024  $4,857,865 
Issued for cash   1,572,500 
Issued for original issue discount   (65,000)
Repayment for cash   (547,250)
Amortization of debt discounts   89,486 
Convertible promissory notes payable, December 31, 2025  $5,907,601 

 

As of December 31, 2025, certain convertible promissory notes with an aggregate principal balance of $5,659,506 were in default because the Company had not repaid the outstanding balances by their contractual maturity dates. The default did not result in any automatic penalty interest, acceleration provisions, or other material default charges under the terms of the applicable agreements. As of the date of the financial statements were issued, the Company is in discussions with the respective lenders regarding extensions of the maturity date; however, no amended agreements or extensions have been executed as of the issuance date of these financial statements. Management believes it will be able to reach mutually acceptable arrangements with the lenders, although no assurance can be provided that such negotiations will be successful.