NOTE 1 - ORGANIZATION

Organization and Business

Global Arena Holding, Inc. (“GAHI” and together with Global Election Services, Inc. (“GES”), GAHI’s wholly owned subsidiary, the “Company”) was formed in February 2009, in the state of Delaware. Previously, the Company was a financial services firm, but it currently is focusing on the business of GES. GAHI Acquisition Corp., a wholly owned subsidiary of the Company, and Tidewater Energy Group Inc., a 51%-owned subsidiary of the Company, have been dormant since 2024. Fortis Industria LLC, a wholly owned subsidiary of the Company, has been dormant since 2025.

GES was formed on February 25, 2015 and provides comprehensive technology-enabled paper absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with in-person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced optical mark recognition (“OMR”)/optical character recognition (“OCR”)/barcode imaging software featuring de-skewing, de-speckling, and image correction. This system provides three types of audit capabilities. The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking. GES has made investments in companies developing blockchain technology for a data storage and retrieval registration system, tabulation of paper absentee/mail ballots, and internet voting.

On March 25, 2021, the Company entered into a second amended purchase agreement (“APA”) with Election Services Solutions, LLC (“Election Services Solutions”). Under the APA, the Company agreed to purchase 100% of the assets of Election Services Solutions for a purchase price of $650,000, of which $511,150 has already been paid, and to issue 40,000,000 common shares to purchase these assets under the APA. GES derives over 80% of its business from Election Services Solutions. On August 2, 2024, the Company issued a convertible promissory note in the principal amount of $138,850 in favor of the former owner of Elections Services Solutions to finalize the purchase of Election Services Solutions. The note bears interest at a rate of 12% per annum and was due on October 15, 2025. As of June 30, 2025, the note had not yet been repaid.

On February 27, 2023, the Company acquired 3,000,000 shares of TrueVote Inc. (“TrueVote”), representing 30% of TrueVote’s outstanding common stock. In connection therewith, the Company invested $50,000 in a 24-month debenture and issued a 2-year warrant, at a conversion price of $0.0012 per share, for 4,500,000 shares of the Company’s common stock.

TrueVote is building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database methodologies, and layered with a “checksum” that is posted on the blockchain, such that all data will be immutable and unalterable. This design is expected to ensure that every vote is transparently counted and verifiable. The TrueVote voting system will be based on traditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data is immutable and unalterable.

Going Concern 

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt was in default as of June 30, 2025. Management has concluded that substantial doubt about the Company’s ability to continue as a going concern exists and has not been alleviated.

The Company’s continued operations are dependent upon its ability to raise additional capital, obtain additional financing, and/or acquire or develop a business that generates sufficient positive cash flows from operations. The Company continues to seek funding through the issuance of additional convertible promissory notes and other financing arrangements. Management’s plans are intended to improve liquidity and financial flexibility; however, there can be no assurance that the Company will be successful in executing these plans and successful execution depends on future events that are not entirely within management’s control.

The accompanying unaudited 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.