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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-Q

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

~~Quarterly~~For ~~report pursuant Section 13 or 15(d) of~~ the ~~Securities~~quarterly ~~Exchange~~period ~~Act~~ended ofMarch ~~1934~~31, 2024

For the quarterly period ended September 30, 2023

☐ Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

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~~Company ~~as specified~~ in its charter)

Delaware(State or other jurisdiction of incorporation or organization)	33-0931599(I.R.S. Employer Identification No.)
Delaware		33-0931599
208 East 51 Street, Suite 112New York, New York(Address of principal executive offices)	10022(Zip code)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification)

~~(646) 801-5524~~1159 2nd Avenue, Ste 454, New York New York 10065

(~~Registrant’s~~Address of principal executive offices, including zip code)

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

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

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

☐

☒

☐

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

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

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

Yes ☐ No ☒

☐As of July 16, 2024, the registrant had 1,479,879,507 outstanding shares of common stock.

NoGLOBAL ARENA HOLDINGS, INC. TABLE OF CONTENTS

☒

			Page No.

PART I. FINANCIAL INFORMATION

	Item 1.	Unaudited Financial Statements	4

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	34

	Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

	Item 1	Legal Proceedings	35

	Item 1A	Risk Factors	36

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

	Item 3.	Defaults Upon Senior Securities	37

	Item 4	Mine Safety Disclosures	37

	Item 5.	Other Information	37

	Item 6.	Exhibits	37

		SIGNATURES	38

As of January 5, 2024, the registrant had 1,221,223,807 outstanding shares of common stock.

GLOBAL ARENA HOLDING, INC. TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)		3
Condensed Consolidated Balance Sheets at September 30, 2023 (Unaudited) and December 31, 2022		4
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)		5
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Periods Ended September 30, 2023 and 2022 (Unaudited)		6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)		8
Notes to Condensed Consolidated Financial Statements (Unaudited)		9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3. Quantitative and Qualitative Disclosure About Market Risk		32
Item 4. Controls and Procedures		32

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 3. Defaults Upon Senior Securities		35
Item 4. Mine Safety Disclosures		35
Item 5. Other Information		35
Item 6. Exhibits		35
Signatures		36

PART I - FINANCIAL INFORMATION

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

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

Item 1. Financial Statements

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2023			2022
	2024			2023
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1423,~~618~~577		$	~~149~~21,~~714~~592
Prepaid Expense		~~750~~			~~3,000~~-
Total current assets	$	1523,~~368~~577		$	~~152~~21,~~714~~592
Deposits for proposed acquisitions		566,150			566,150
TOTAL ASSETS	$	~~581~~589,~~518~~727		$	~~718~~587,~~864~~742
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	343,~~373~~372		$	~~327~~343,372
Due to related party		6,700			-6,700
Accrued expenses		4,~~468~~614,~~431~~138			4,~~111~~527,~~361~~781
Convertible promissory notes payable,
Convertible promissory notes payable, net of debt discount of $21,086 and $24,841		4,414,796			4,436,356
net of debt discount of $60,307 and $176,378		4,343,897			4,418,233
Promissory notes payable		340,044			368,582
Promissory notes payable		390,349			392,196
Derivative liability		29,083			9,138
Derivative liability		4,506			116,150
Total current liabilities		9,748,133			9,691,929
Total current liabilities		9,557,256			9,365,312
STOCKHOLDERS' DEFICIT
Global Arena Holdings, Inc.
Global Arena Holding, Inc.
Preferred stock, $0.001 par value; 2,000,000 shares authorized;
Series B preferred stock; 250,000 shares authorized
49,202 and 49,202 issued and outstanding		49			49
Series C preferred stock; 750,000 shares authorized
480,000 and 480,000 issued and outstanding		480			480
480,000 and 0 issued and outstanding		480			480
Common stock, $0.001 par value; 4,000,000,000 shares authorized;
Common stock, $0.001 par value; 4,000,000,000 and 4,000,000,000 shares authorized;
802,558,604 and 270,777,969 shares issued and outstanding		802,558			270,778
1,479,879,507 and 1,221,223,807 shares issued and outstanding		1,479,879			1,221,223
Additional paid-in capital		22,~~544~~013,~~765~~554			22,~~411~~195,~~335~~411
Accumulated deficit		(32,~~300~~629,~~548~~326	)		(3132,~~306~~498,~~048~~308	)
Total Global Arena Holdings, Inc. stockholders’ deficit		(8,952,696	)		(8,623,406	)
Total Global Arena Holding, Inc. stockholders' deficit		(9,135,364	)		(9,081,145	)
Noncontrolling interest		(23,042	)		(23,042	)
Total stockholders’ deficit		(89,~~975~~158,~~738~~406	)		(89,~~646~~104,~~448~~187	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	~~581~~589,~~518~~727		$	~~718~~587,~~864~~742

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
Revenues:
Services	$	~~268~~232,~~304~~123		$	~~162~~106,~~067~~192		$	~~612,468~~		$	~~559,911~~
Operating expenses:
Salaries and benefits		4743,~~015~~967			~~244~~165,~~864~~378			~~281,825~~			~~587,335~~
Marketing and advertising		2738,~~576~~606			3337,~~637~~663			~~90,455~~			~~98,927~~
Software development		~~9,270~~678			1,~~325~~326			~~18,839~~			~~33,419~~
Professional fees		~~134~~34,~~333~~870			5967,~~252~~668			~~333,739~~			~~243,776~~
General and administrative		4344,~~564~~829			4345,~~143~~495			~~142,274~~			~~174,967~~
Printing		8516,~~086~~295			332,~~275~~403			~~121,223~~			~~131,951~~
Total operating expenses		~~346~~179,~~844~~245			~~415~~319,~~496~~933			~~988,355~~			~~1,270,375~~
Loss from operations		~~(78~~52,~~540~~878	)		(~~253~~213,~~429~~741	)		~~(375,887~~	)		~~(710,464~~	)
Other expenses:
Interest expense and financing costs		(~~230~~163,~~552~~951	)		(~~174~~271,~~216~~204	)		~~(727,632~~	)		~~(587,469~~	)
Debt Forgiveness					140,000			(2,623	)		140,000
Other income (expense)		-			(6,581	)
Change in fair value of derivative liability		~~139~~(19,~~634~~945	)		71(34,~~260~~869	)		~~111,642~~			~~71,306~~
Total other expenses		(90183,~~918~~896	)		37(312,~~044~~654	)		~~(618,613~~	)		~~(376,163~~	)
Income (loss) before provision for taxes		(~~169~~131,~~458~~018	)		(~~216~~526,~~385~~395	)		~~(994,500~~	)		~~(1,086,627~~	)
Provision for income taxes		-			-			-			-
Net loss		(~~169~~131,~~458~~018	)		(~~216~~526,~~385~~395	)		~~(994,500~~	)		~~(1,086,627~~	)
Net loss attributed to noncontrolling interest		-			-			-			-
Net loss attributed to Global Arena Holding, Inc.	$	(~~169~~131,~~458~~018	)	$	(~~216~~526,~~385~~395	)	$	~~(994,500~~	)	$	~~(1,086,627~~	)
Weighted average shares outstanding - basic and diluted		~~701~~1,~~035~~331,~~141~~365,834			~~188~~248,~~450~~113,~~167~~809			~~503,477,046~~			~~188,450,167~~
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Earnings (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Series B PreferredStock				Series C PreferredStock				Common Stock				AdditionalPaid-in			Accumulated			TotalGlobalStockholders'			Noncontrolling			TotalStockholders’
		Series B Preferred Stock			Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Global Stockholders'			Non- controlling			Total Stockholders'
	~~Shares~~	Shares	Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
Balance, December 31, 2022		49,202	$	49		480,000	$	480		270,777,969	$	270,778	$	22,411,335		$	(31,306,048	)	$	(8,623,406	)	$	(23,042	)	$	(8,646,448	)
Balance, December 31, 2023		49,202	$	49		480,000	$	480		1,221,223,807	$	1,221,223	$	22,195,411		$	(32,498,308	)	$	(9,081,145	)	$	(23,042	)	$	(9,104,187	)
Issuance of common stock for convertible debt and accrued interest		-		-		-		-		67258,~~081~~655,~~217~~700		67258,~~081~~656		29(181,~~363~~857		)	-			9676,~~444~~799			-			9676,~~444~~799
Conversion of warrants		-		-		-		-		23,603,891		23,604		(23,604	)		-			-			-			-
Net loss		-		-		-		-		-		-		-			(131,018	)		(131,018	)		-			(131,018	)
Allocated value of warrants and beneficial conversion		-		-		-		-		-		-		22,396			-			22,396						22,396
Balance, March 31, 2024		49,202	$	49		480,000	$	480		1,479,879,507	$	1,479,879	$	22,013,554		$	(32,629,326	)	$	(9,135,364	)	$	(23,042	)	$	(9,158,406	)
Net loss		-		-		-		-		-		-		-			(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	)

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT ~~(continued)~~

	~~Series B Preferred Stock~~	Series B Preferred Stock			Series C Preferred Stock				Common Stock				~~AdditionalPaid~~Additional Paid-in			Accumulated			~~TotalGlobalStockholders~~Total Global Stockholders'			~~Noncontrolling~~Non- controlling			~~TotalStockholders’~~Total Stockholders'
	~~Shares~~	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	)
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		-		-		-		-		367,~~875~~081,~~435~~217		367,~~875~~081		5429,~~257~~363			-			5896,~~132~~444			-			5896,~~132~~444
Issuance of common stock for debt settlement		-		-		-		-		-		-		-			-			-			-			-
Conversion of warrants		-		-		-		-		23,603,891		23,604		(23,604	)		-			-			-			-
Allocated value of warrants and beneficial conversion featurerelated to issuance of convertible debt										-		-		96,352			-			96,352						96,352
Allocated value of warrants and beneficial conversion		-		-		-		-		-		-		22,396			-			22,396			-			22,396
Net loss		-		-		-		-		-		-		-			(~~423~~526,~~313~~395	)		(~~423~~526,~~313~~395	)		-			(~~423~~526,~~313~~395	)
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	)
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										18,210,167		18,210		158,312						176,522						176,522
Issuance of shares for debt settlement
Allocated value of warrants and beneficial conversion featurerelated 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	)

7The accompanying notes are an integral part of these consolidated financial statements.

~~GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES~~6

~~CONDENSED~~GLOBAL ~~CONSOLIDATED~~ARENA HOLDING, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	Three Months ended March 31,
	2023			2022
	2024			2023
OPERATING ACTIVITIES:
Net loss	$	(~~994~~131,~~500~~018	)	$	(1526,~~086,627~~395	)
Adjustments to reconcile net loss to
Adjustments to reconcile net income (loss) to net cash used in operating activities:
net cash used in operating activities:
Amortization of debt discount		26,346			91,329
Amortization of debt discount		199,833			201,890
Change in fair value of derivative liability		19,945			34,867
Change in fair value of derivative liability		(111,642	)		(71,305
Non-cash expense associated with warrant		-			22,396
Non-cash expense associated with warrant		22,396			-
Change in assets and liabilities:
Deferred revenue		-			~~(21,500~~-	)
Prepaid Expense		~~2,250~~-			-750
Accounts payable		~~16,000~~-			~~(16,434~~-	)
Accrued expenses		~~572~~91,~~174~~794			~~586~~227,~~696~~807
Net cash used in operating activities	$	~~(293~~7,~~489~~067	)	$	(~~407~~149,~~280~~246	)
INVESTING ACTIVITIES:
Payment of deposit for acquisition		-			(10,000	)
Net cash used in investing activities	$	-		$	-
Net cash used in investing activities		-			(10,000	)
FINANCING ACTIVITIES:
Proceeds from convertible promissory notes payable		~~349~~90,~~458~~000			~~443~~93,~~550~~700
Proceeds from note payable		119,687			80,000
Proceeds from promissory notes payable		28,000			31,687
Repayment of note payable		(145,646	)		(52,358	)
Repayment of convertible promissory notes payable		(70,510	)		(65,050	)
Repayment of convertible promissory notes payable		(171,806	)		(55,500	)
Repayment of promissory notes payable		(52,572	)		(47,615	)
Proceeds from related party		6,700
Investment from Director		-			6,700
Net cash used in financing activities		158,393			415,692
Net cash provided by financing activities	$	(5,082	)	$	19,422
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		~~(135~~1,~~096~~985	)		(1129,~~588~~824	)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		~~149~~21,~~714~~592			13149,~~295~~714
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	1423,~~618~~577		$	1119,~~707~~890
CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$	~~22,396~~-		$	~~259~~22,~~607~~396
Forgiveness of debt	$	446,503		$	-
Debt converted to common stock	$	76,799		$	96,44
Debt converted to common stock	$	80,175		$	320,911
Original Issuance Discount	$	22,722		$	-
Series C Preferred Stock Issuance				$	480

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

~~GLOBAL~~Global ~~ARENA~~Arena ~~HOLDING~~Holdings, ~~INC~~Inc. and Subsidiaries

~~NOTES~~Notes TOto ~~UNAUDITED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

~~SEPTEMBER~~For 30the Three Months Ended March 31, 2024 and 2023

(Unaudited)

NOTE 1 - ORGANIZATION

Organization and Business

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

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

~~GES~~On ~~has~~March ~~developed~~25, ~~proprietary~~2021, ~~election~~the ~~software~~Company ~~for~~entered into a ~~data~~second ~~storage~~amended ~~and~~purchase ~~retrieval~~agreement ~~registration~~(APA) ~~system~~with toElection ~~determine~~Services ~~voter~~Solutions. ~~eligibility~~Under ~~and~~the ~~prevent~~second ~~duplicate~~APA ~~votes~~the ~~with~~Company ~~In-Person~~entered ~~digital~~into ~~signature~~an ~~capture~~amended asset purchase agreement with Election Services Solutions, asLLC. ~~well~~Under asthe ~~proprietary~~amended ~~election~~APA, ~~software~~the ~~for~~Company ~~scanning/tabulation~~will ~~utilizing~~purchase ~~advanced~~100% ~~OMR/OCR/Barcode~~of ~~imaging~~the ~~software~~assets ~~featuring~~of ~~de-skewing~~Election Services Solutions, ~~de-speckling~~LLC and ~~image~~the ~~correction. This~~Company ~~system~~will ~~provides~~pay ~~three~~$650,000, ~~types~~ of ~~audit~~which ~~capabilities. The~~$511,150 ~~hardware~~has ~~includes~~already ~~high~~been ~~speed~~paid, ~~optical~~and ~~scanners~~issue ~~that~~40,000,000 ~~are~~common ~~hard~~shares ~~lined~~ to apurchase ~~computer~~these ~~with~~assets ~~all~~under ~~Wi-Fi~~this ~~disabled~~second soamended APA. This APA replaces the ~~entire~~first ~~tabulation~~amended ~~utilizing~~purchase ~~process~~agreement ~~occurs~~signed ~~offline~~on May 10, ~~eliminating~~2019 wherein the ~~opportunity~~Company ~~for~~was ~~hacking~~to purchase 100% of the assets of Election Services Solutions, LLC. ~~GES~~ isThe ~~also~~Company ~~working~~was ~~with~~to ~~multiple~~pay ~~vendors~~$550,000, ~~and~~of which $511,150 has ~~made~~already ~~investments~~been inpaid, ~~companies~~and ~~that~~issue ~~are~~20,000,000 ~~developing~~common ~~Blockchain~~shares ~~Technology~~to ~~for~~purchase athese ~~data~~assets ~~storage~~under ~~and~~this ~~retrieval~~first ~~registration~~amended ~~system,~~APA. ~~tabulation~~GES derives over 80 % of ~~paper~~its ~~Absentee/Mail~~current ~~Ballots;~~business ~~and~~from ~~internet~~Election ~~voting~~Services Solutions. Management anticipates the closing of this transaction will occur in the third quarter of 2024.

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.

NOTE 1 - ORGANIZATION (continued)

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

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

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

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

On 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 ~~True Vote thru~~ a 24 Month Debenture and issue a ~~three~~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. On ~~December~~The ~~16,~~Company ~~2019~~on ~~this Term Sheet was amended to provide for a~~ December 17, 2019, ~~payment~~paid ~~by the Company for~~ $ 40,000 to True Vote. AsUnder of the ~~date~~terms of ~~this~~the ~~filing~~agreement ~~the~~GES ~~Company~~is ~~will~~to ~~pay~~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~~, 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~~March 3031, ~~2023~~2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with their ability to raise additional funds that the Company should be able to continue as a going concern.

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

109

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,
	March 31,
	2023		2022
	2024		2023
Options	-	-		~~15,000,000~~-
Warrants		1,~~045~~038,~~226~~083,~~190~~333		1,~~360~~193,~~102~~260,~~897~~301
Convertible notes		1,~~564~~409,~~115~~370,~~747~~579		1,~~734~~804,~~424~~346,~~993~~045
Total		2,~~609~~447,~~341~~453,~~937~~912		32,~~109~~997,~~527~~606,~~890~~346

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in ththe 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.

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.10

11NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

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

Convertible Debt

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

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

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

Derivative Financial Instruments

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

Revenue Recognition

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-Based Compensation

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

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurement defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

Fair Value Measurements

The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

·• Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

~~Cash,~~• ~~accounts~~Level ~~payable~~2 inputs to the valuation methodology include quoted prices for similar assets and ~~accrued~~liabilities ~~expenses~~in active markets, and ~~deferred~~inputs ~~revenue~~that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• –Level ~~The~~3 ~~carrying~~inputs ~~amounts~~to ~~reported in~~ the ~~consolidated~~valuation ~~balance~~methodology ~~sheets for these items~~ are aunobservable ~~reasonable~~and ~~estimate~~significant ofto the fair value ~~due to their short term nature~~measurement.

~~Promissory~~Cash, ~~notes~~accounts payable and ~~convertible~~accrued ~~promissory~~expenses ~~notes~~and ~~payable~~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.~~12

	Fair Value
Description	As ofSeptember 30,2022		Fair Value Measurements atSeptember 30, 2023Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Derivative liability	$	4,507	$	-	$	4,507	$	-
Total	$	144,142	$	-	$	144,142	$	-

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

13The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of March 31, 2024 and December 31, 2023.

	Fair Value
	Fair Value As of		Fair Value Measurements at
Description	AsMarch ~~ofDecember~~ 31,~~2022~~ 2024		~~Fair~~March ~~Value Measurements atDecember~~ 31, ~~2022Using~~2024 Using Fair Value Hierarchy
			Level 1	~~Level 1~~	Level 2	~~Level 2~~	Level 3	~~Level 3~~
Derivative liability	$	116,150	$	-	$	116,150	$	-
Beneficial conversion feature	$	29,083	$	-	$	29,083	$	-
Total	$	~~116~~29,~~150~~083	$	-	$	~~116~~29,~~150~~083	$	-
	Fair Value
	As of		Fair Value Measurements at
Description	December 31, 2023		December 31, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Beneficial conversion feature	$	9,138	$	-	$	9,138	$	-
Total	$	9,138	$	-	$	9,138	$	-

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

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

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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

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

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

NOTE 3 - ACQUISITION DEPOSITS

On 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~~over 80 % of its current business from Election Services Solutions. Management anticipates the closing of this transaction will occur in the third quarter of ~~2023~~2024.

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~~2024.

NOTE 4 - ACCRUED EXPENSES

Accrued expenses at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 consisted of the following:

	September 30,		December 31,
	March 31,		December 31,
	2023		2022
	2024		2023
Accrued interest	$	3,~~190~~410,~~547~~029	$	23,~~767~~278,~~267~~920
Accrued compensation		1,~~241~~167,~~441~~391		1,~~307~~212,~~656~~423
Other accrued expenses		36,~~438~~718		36,438
	$	4,~~468~~614,~~426~~138	$	4,~~111~~527,~~361~~781

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.

NOTE 65 - ~~CONVERTIBLE~~ PROMISSORY NOTES PAYABLE

~~Convertible~~In March 2014, the Company issued two promissory notes ~~payable~~for ata ~~September~~total 30of $230,000. ~~2023~~The ~~and~~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, ~~2022~~2023, ~~consist~~as amended. The outstanding balance was $ 204,300 and $230,000 as of ~~the~~March ~~following:~~31, 2024 and December 31 2023, respectively.

	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		-			-

In April 14, 2022, the Company entered into an revenue share agreement with an investor for a total of $41,100, on the purchase amount of $30,000 and OID of $11,100. There is no interest rate, but the Company will disburse a daily payment of $304 to EBF Holdings, LLC. As of March 31 2024 the loan has been paid off.

AIn ~~rollforward~~October 6, 2022, the Company entered into an revenue share agreement with an investor for a total of $47,950, on the ~~convertible~~purchase ~~promissory~~amount ~~notes~~of ~~payable~~$35,000 ~~from~~and ~~December~~OID 31of $12,950. ~~2022~~There is no interest rate, but the Company will disburse a daily payment of $343 to ~~September~~EBF 30Holdings, ~~2023~~LLC. isAs ~~below:~~of March 31 2024 the loan has been paid off.

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

In August 22, 2022, the Company entered into an Purchase and Sale of Future Receipts Agreement with an investor for a total of $74,500, on the purchase amount of $50,000 and OID of $24,500. There is no interest rate, but the Company will disburse a weekly payment of $3,104 to Family Business Fund LLC. As of March 31 2024 the loan has been paid off.

~~The~~In ~~per~~October ~~share~~5, ~~conversion~~2022, ~~price into which Principal Amount and interest (including any Default Interest) under~~ the ~~Notes~~Company ~~shall~~entered ~~be convertible~~ into ~~shares~~an ofrevenue ~~Common~~share ~~Stock~~agreement ~~hereunder~~with ~~(the~~an ~~"Conversion~~investor ~~Price") shall equal $0.0005. If at any time the Conversion Price as determined hereunder~~ for ~~any~~a ~~conversion~~total ~~would~~of be$22,350, ~~less~~on ~~than~~ the ~~par~~purchase ~~value~~amount of ~~the Common Stock~~$15,000 ~~then~~and atOID ~~the sole discretion~~ of ~~the Holder~~$7,350. ~~the~~There ~~Conversion~~is ~~Price~~no ~~hereunder~~interest ~~may~~rate, ~~equal~~but ~~such~~the ~~par~~Company ~~value~~will ~~for~~disburse ~~such~~a ~~conversion~~daily ~~and~~payment ~~the~~of ~~Conversion~~$298 ~~Amount~~to ~~for~~Capytal.com. ~~such~~As ~~conversion~~of ~~may~~March be31 ~~increased~~2024 tothe ~~include~~loan ~~Additional~~has ~~Principal,~~ been paid off.

~~where~~In ~~"Additional~~November ~~Principal"~~29, ~~means~~2022, ~~such~~the ~~additional~~Company ~~amount~~entered tointo bepromissory ~~added~~note toagreement ~~the~~with ~~Conversion~~an ~~Amount~~investor tofor ~~the~~a ~~extent~~total ~~necessary to cause the number~~ of ~~conversion~~$100,000. ~~shares~~The ~~issuable~~outstanding ~~upon~~balance ~~such~~was ~~conversion~~$100,000 toand ~~equal~~$100,000 ~~the~~as ~~same number~~ of ~~conversion~~March ~~shares~~31, as2024 ~~would~~and ~~have~~December ~~been~~31 ~~issued had the Conversion Price not been adjusted by the Holder to the par value price.~~2023

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

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

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


	March 31,			December 31,
	2024			2023
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through March 31, 2024, as amended. ($1,827,747 in default)	$	3,123,675		$	3,089,949
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of March 31, 2024 the conversion price would be $0.001 per share). Maturity dates through March 31, 2024, as amended.		185,784			234,834
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through March 31, 2024, as amended. ($1,129,823 in default)		1,126,423			1,136,423
Total convertible promissory notes payable		4,461,606			4,461,606
Unamortized debt discount		(21,086	)		(24,851	)
Convertible promissory notes payable, net discount		4,414,796			4,436,355
Less current portion		(4,414,796	)		(4,436,355	)
Long-term portion	$	-		$	-

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


Convertible promissory notes payable, December 31, 2023	$	4,436,355
Issued for cash		90,000
Issued for original issue discount		(8,750	)
Repayment for cash		(52,572	)
Conversion to common stock		(71,502	)
Issuance of common stock for debt settlement		-
Debt discount related to new convertible promissory notes		-
Amortization of debt discounts		21,265
Convertible promissory notes payable, March 31, 2024	$	4,414,796

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,
	March 31,			December 31,
	2023			2022
	2024			2023
Risk-free interest rate	~~5.27-5.54~~	5.36-5.38	%	~~4.12-4.73~~	5.26- 5.55	%
Expected life of the options (Years)	~~0.5-77~~	0.50		~~0.01-1.30~~	0.50-0.51
Expected volatility	~~201%-233~~	281.36%-306.34	%	~~204~~	248.25%-279.55	%
Expected dividend yield	0	0	%	0	0	%
Fair Value	$	429,~~506~~083		$	~~116~~9,~~150~~138

A ~~roll-forward~~rollforward of the derivative liability from December 31, ~~2022~~2023 to ~~September~~March 3031, ~~2023 is below~~2024:

Derivative liabilities, December 31, 2022	$	116,150
Derivative liabilities, December 31, 2023	$	9,138
Relieved with debt settlement agreement		0
Change in fair value of derivative liabilities		19,945
Change in fair value of derivative liabilities		(111,642.96	)
Derivative liabilities, March 31, 2024	$	29,083
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. ~~dividend~~The isSeries ~~cumulative~~B ~~and~~Preferred ~~accruing~~stockholders atare ~~the~~entitled ~~rate~~to ofa ~~ten~~cumulative ~~percent~~stock (dividend, up to a maximum of 10%) ~~per~~additional ~~annum~~common stock upon the conversion after one year. The ~~dividend~~Series ~~shall~~B Preferred Stock may be ~~paid~~converted ininto common ~~stock~~shares, ofat ~~the~~any ~~Company~~time, at the ~~current~~option ~~market~~of ~~price~~the holder. No The ~~dividend~~conversion ~~may~~price shall be ~~paid~~the ongreater of $0.01 or 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares soto ~~long~~be asissued shall be the number of Series B Preferred ~~Stock~~shares ~~dividend~~times is$10 ~~outstanding~~per shares divided by the conversion price.

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.

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~~On ~~the~~April ~~three~~28, ~~months~~2016, ~~ended~~the ~~September~~stockholders ~~30,~~approved ~~2023,~~an amendment to the Company’s ~~issued~~articles ~~206~~of incorporation to increase the number of authorized common shares from 100,~~600~~000,000 ~~shares~~to of1,000,000,000. ~~common~~In ~~stock~~addition, ~~for~~the ~~convertible~~stockholders ~~notes~~also ofapproved ~~$203~~an amendment to the Company’s Stock Awards Plan,~~825~~ ~~and~~originally ~~accrued~~filed ~~interest~~June of27, $22011,~~775.~~ ~~The~~which will increase the number of shares ~~were~~authorized ~~valued~~to ~~based~~be onissued under the ~~market~~Plan ~~price~~from on3,000,000 ~~the~~shares ~~grant~~to ~~date.~~7,460,000 shares.

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		-	-		-	-

~~The~~NOTE ~~exercise~~8 ~~price~~- ~~for~~STOCKHOLDERS’ ~~options~~DEFICIT ~~outstanding at September 30, 2023 is as follows:~~(continued)

~~Outstanding~~On ~~and~~October ~~Exercisable~~11, ~~Number~~2019, the Company’s shareholders approved an increase of ~~Exercise~~the ~~Options~~Company’s ~~Price~~authorized -shares $by -Two -Billion Common Shares

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

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

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

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

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

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

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

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

Option Activity

There was no option activity during the three months ended March 31, 2024.

Warrant Activity

A summary of warrant activity is presented below:

Weighted

~~Weighted~~

Weighted

~~Weighted~~

Average

~~Average~~

Average

~~Average~~

Remaining

~~Remaining~~

Aggregate

~~Aggregate~~

Number of

Exercise

~~Exercise~~

Contractual

~~Contractual~~

Intrinsic

~~Intrinsic~~

Warrants

Price ($)

~~Price ($)~~

Life (in years)

~~Life (in years)~~

Value ($)

~~Value ($)~~

Outstanding, December 31, 2022

1,380,755,235

0.003

1.4

Outstanding, December 31, 2023

1,045,226,190

0.001

2.17

Granted

~~29,500,000~~

~~0.001~~

Exercised

~~(32,187,124~~

)

~~0.001~~

Forfeited/Canceled

(7,142,857

~~(332,841,921~~)

)

~~0.001~~

Outstanding, September 30, 2023

1,045,226,190

0.001

Outstanding, March 31, 2024

1,038,083,333

0.001

2.04

Exercisable, September 30, 2023

1,045,226,190

0,001

2.49

Exercisable, March 31, 2024

1,038,083,333

0.001

2.04

~~The exercise price for warrants outstanding at September 30, 2023 is as follows:~~20

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

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

~~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~~exercise ~~values~~price offor ~~the~~ warrants ~~were~~outstanding ~~determined~~at ~~using~~March ~~the~~31, ~~Black-Scholes option pricing model with the following assumptions~~2024:

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

~~Expected~~During ~~life~~the period ended March 31, 2024, the Company issued a total of 1nil warrants in connection with a new convertible promissory note payable.00 The fair values of the warrants were determined using the Black-~~4.00~~Scholes ~~years~~option pricing model with the following assumptions:

·• Expected life of 2-5 years

• Volatility of ~~236~~281%;

·• Dividend yield of 0%;

~~Dividend~~• Risk ~~yield~~free interest rate of 0538%;

·21

Risk free interest rate of 5.27% - 5.54%

NOTE 9 - COMMITMENTS AND CONTINGENCIES

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

On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, the Company paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional $200,000 during 2018. On December 14, 2020, parties amended the settlement agreement to state that the Company shall pay the prior attorney Two Hundred Nineteen Thousand, Five Hundred and Seventy-Six Dollars and thirty nine cents ($219,576.39). The amount due shall be paid to the prior attorney in payments of Five Thousand Dollars per month for a period of thirty-four (34) months. On January 27, 2021, the Company made a payment of $5,000, on April 12, 2021, the Company made a payment of $15,000, on August 6, 2021, the Company made a payment of $5,000. On October 1, 2021, the Company made a payment of $ 5,000 and on November 12, 2021, the Company made a payment of $10,000. On January 7, 2022, the Company made a payment of $ 5,000 and on February 18, 2022, the Company made a payment of $5,000. On May 5, 2022, the Company made payments of $5,000 and, on June 22, 2022, the Company made payments of $5,000. On December 5, 2022 the Company made payments of $5,000. On January 13, 2023, the Company made apayments ~~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. The Company made payments of $5,000 on September 15, 2023, and $5,000 on November 10, 2023, and $5,000 and March 8, 2024.

On May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for breach of contract for failures to pay monies owned pursuant to promissory notes and for not providing plaintiffs an opportunity to convert their promissory notes to common stock. The plaintiffs are asking tofor money damages in the aggregate amount of $1,565,610. The case was settled on February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement agreement, the Company shall enter into confession of judgment agreements with each of Brett and Christian Pezzuto for the principal and interest due and owing on their respective convertible promissory notes for GAHC and GES (the “GAHC Notes” and “GES Notes”, respectively) through June 30, 2024, which totals to each Brett and Christian the sum of two hundred and thirty-four thousand dollars ($234,000) (the “GAHC Settlement Sum”). If the Company does not pay the respective GAHC Settlement Sum to both Brett and Christian prior to June 30, 2024, then Brett and Christian or their agents shall have ~~obtained~~the ~~legal~~right ~~counsel~~to enforce the confession of judgment. Brett and Christian have the right, but not the obligation, to ~~dispute~~convert their respective GAHC Notes at $0.001 per share. If Brett and Christian do not elect to convert the ~~charges~~GAHC Notes, the GAHC Notes will be paid as described above. In addition, Brett and Christian have each been granted seventy five million (75,000,000) warrants for a total of one hundred fifty million (150,000,000) warrants at a strike price of $0.001 per share for a period of five years. The ~~case~~GES Notes have an outstanding principal and interest balance of one hundred seventy-six thousand six hundred forty-one dollars ($176,641) (the “GES Notes Sum”) for each Brett and Christian. The GES Notes will be converted into stock of 1329291 B.C. Ltd which is ~~still~~doing ~~open~~an asacquisition of ~~September~~GES. If the GES acquisition does not take place, Brett and Christian or their agents shall have the right to enforce the confession of judgement agreements on the GES Notes. On or before June 30, ~~2023~~2024, the Company will reimburse Brett and Christian Pezzuto for their actual legal fees and costs incurred through the end of the performance of the settlement agreements. This cost is eighty five thousand two hundred ten dollars and eighty cents ($85,210.80) as of January 15, 2024.

~~On May~~ 22, 2023, Lim Chap Huat filed a Memorandum of Law in Support of Plaintiff’s Motion for Summary Judgment in Lieu of Complaint Pursuant to CPLR 3213 in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company. The Memorandum of Law seeks summary judgment on a promissory note made by the Company in the principal amount of $200,000, plus interest at the rate of 12%, as well as attorney’s fees and costs incurred, to recover unpaid monies owned by the Company. The Company has obtained legal counsel to dispute the charges.The case is still open as of September 30, 2023.

NOTE 9 - COMMITMENTS AND CONTINGENCIES (continued)

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

NOTE 10 - AGREEMENTS

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

20On May 13, 2019, the Company entered into a joint venture agreement with Voting Portals, LLC (VP), a Florida limited liability company. Pursuant to this agreement, the joint venture will be making use of the VP online e-voting web portal solutions and proprietary e-voting software programs to service and fulfill GES’s clients’ online elections and other e-voting events pursuant to the terms of the agreement, as well as any other ventures and relationships agreed to pursuant to the goals of the agreement. The Agreement was amended and as part of this agreement, the Company will be issuing 10,000,000 common shares to VP for services rendered, and VP will own 100% of the rights to the software, while GES will be responsible for all administrative and other election procedures. This transaction will close in the third quarter of 2024.

On ~~May~~January 1314, ~~2019~~2022, ~~the~~GES ~~Company~~ entered into aan ~~joint~~Independent ~~venture~~Consulting ~~agreement~~Agreement (ICA) with ~~Voting~~Magdiel ~~Portals,~~Rodriquez. ~~LLC~~Under ~~(VP),~~the aterms ~~Florida~~of ~~limited~~the ~~liability~~ICA ~~company.~~Magdiel ~~Pursuant~~Rodriquez towill ~~this~~receive ~~agreement~~15,000,000 ~~the~~million ~~joint~~common ~~venture~~shares ~~will~~in bereturn ~~making~~for ~~use~~his ofsoftware ~~the~~expertise VPin ~~online~~the ~~e-voting~~development ~~web~~of ~~portal~~GES ~~solutions~~election ~~and~~software. ~~proprietary~~This ~~e-voting~~new ~~software~~ICA ~~programs~~replaces toan ~~service~~amended ~~and~~MSA ~~fulfill~~signed ~~GES’s~~May ~~clients’~~13, ~~online~~2019 ~~elections~~with HCAS and ~~other~~Magdiel ~~e-voting~~Rodriquez ~~events~~wherein ~~pursuant~~the Company was to ~~the~~issue ~~terms~~a total of ~~the agreement~~30,000,000 aswarrants ~~well~~to aspurchase ~~any~~the ~~other~~Company’s ~~ventures~~common ~~and~~shares ~~relationships~~at ~~agreed~~a toprice ~~pursuant~~of to$0.005 as consideration for the ~~goals~~services of ~~the~~HCAS ~~agreement~~and Mr. ~~The~~Magdiel ~~Agreement~~Rodriquez. ~~was~~Mr. ~~amended~~Rodriguez ~~and~~has asover ~~part~~25 ofyears’ ~~this~~experience ~~agreement,~~in the ~~Company~~areas ~~will~~of beInformation ~~issuing 10~~Security,~~000,000 common~~ ~~shares~~Enterprise toRisk VPManagement ~~for~~and ~~services rendered~~Compliance, Information Technology and VPOperations ~~will~~including ~~own 100%~~21 years with Visa Inc. where he performed as Senior Business Leader of ~~the~~Information ~~rights~~Security. Magdiel has extensive experience in a broad range of areas related to ~~the~~Information ~~software~~Security, ~~while~~Network ~~GES~~Engineering, ~~will~~and beEnterprise ~~responsible~~Governance, ~~for~~Risk ~~all~~and ~~administrative~~Compliance and ~~other~~Payment ~~election~~networks ~~procedures~~within the financial industry. Management ~~This~~anticipates the closing of this transaction will ~~close~~occur in the ~~first~~third ~~Quarter~~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~~23

NOTE 10- AGREEMENTS (continued)

•GES ~~Development~~made ~~and~~payments ~~facilitation~~ of ~~an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG~~$25,000 ~~Securosys~~CHF AG and ~~others~~received ~~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~~working ~~based~~paper ~~voting~~primarily ~~registration~~covering ~~platform with inputs from third party blockchain technology. • Documentation of~~ the ~~results~~following 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.matters:

	•	Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by Global Election Services Inc.
	•	Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology.
	•	Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform.

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

The Working Paper discusses a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation; BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain technology experts and ICO experienced analysts and consultants. The documents created will be used by GES, to begin to create a Minimal Viable Product. This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES. The Working Paper was completed in 2022.

GES Investment in TrueVote Inc.

On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing 30% of TrueVote Inc. The Company on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the agreement GES ~~was~~is to invest an additional $10,000 and the Company issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. On June 1st, 2021, TrueVote issued its White Paper “A transparent Electronic Voting System validated by the Bitcoin Blockchain” TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database methodologies, and layered with a "checksum" that's posted on the Blockchain, proving all data is immutable and unalterable. This design will ensure that every vote is transparently counted and verifiable. The transaction closed on February 27, 2023.

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.

NOTE 10- AGREEMENTS (continued)

On June 15, 2019, GES entered into a Term Sheet to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES will invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of Global Arena Holding Inc., (“GAHC”). GAHC will receive 3 million common shares of TrueVote, representing 30% of TrueVote Inc. TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database methodologies, and layered with a "checksum" that's posted on the Blockchain, proving all data is immutable and unalterable. This design will ensure that every vote is transparently counted and verifiable. Upon the closing of the agreement, GES will have invested $50,000 into a 24 Month Debenture and will have issued a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company, and the Company will receive 3,000,000 common shares of TrueVote Inc. as part of the joint venture between the companies. The Company on December 17, 2019 paid $ 40,000 to True Vote. The Company will pay an additional $10,000 and a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company, in the 1st quarter of 2021. The transaction closed on February 27, 2023.

2) Tidewater Energy Group Inc.

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

3) GAHI Acquisition Corp.

On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of Directors to infuse an initial deposit of $50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition will be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company will cause GAHI Acquisition to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. The Company added Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company’s Board of Directors authorized the termination of the transaction previously authorized to infuse an initial deposit of $50,000 into GAHI Acquisition for general capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. GAHI Acquisition will remain a 100% subsidiary of the Company and will focus on Blockchain related companies for investments and acquisition. ~~The Company has had no activity in GAHI Acqusition as of December 31, 2022, and as such the will close GAHI Acqusition Corp.~~

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

On February 2, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note has been repaid in full as of March 31, 2022.

NOTE 10- AGREEMENTS (continued)

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

On March 30, 2022, ~~Global~~the ~~Election~~Company ~~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~~the ~~Election~~Company ~~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~~ 0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.~~001~~ 0005 per share vesting in five years.

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

23On April 7, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,500 with original issue discount of $2,500. The note bears 12% interest and matures in 21 days. The note has been repaid in full as of September 30, 2022.

On April 7, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,500 with original issue discount of $21,500. 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~~May 727, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $1210,~~500 with original issue discount of $1,500~~000. The note bears 12% interest and matures in 21three ~~days~~months. ~~This note was paid off as of March 30, 2023.~~

On ~~May~~June 273, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $1012,000 with original issue discount of $2,000. The note bears 12 10% interest and matures in ~~three~~2 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, 2023.26

OnNOTE ~~June~~10- ~~15,~~AGREEMENTS 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.(continued)

On ~~August~~June 2315, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $62140,000 with an original issue discount in the amount of $614,~~200~~ 000 mature in twelve months. The note can be converted to the Company’s common stock at $0.~~001~~ 0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 50 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of ~~180~~ 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.~~001~~ 0010 per share vesting in five years. The Principal portion of this note as of March 31, 2024 has been paid off by the lender converting the debt into common stock.

On ~~December~~August 3023, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $~~150~~62,000 with an ~~mature~~original ~~in sixteen~~issue ~~months.~~discount ~~The~~in ~~note can be converted to~~ the ~~Company’s~~amount ~~common stock at $0.0025 per share. In connection with the issuance~~ of ~~the convertible promissory note~~$6, ~~the Company also issued one common stock purchase warrant, the common stock purchase warrant for a total of~~200 ~~7,500,000 shares~~mature ofin ~~the~~twelve ~~Company’s common stock~~months. ~~The exercise price for both warrants are $0.0025 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. The Principal portion of this note as of March 31, 2024 has been paid off by the lender converting the debt into common stock.

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

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

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

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

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

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

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

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

NOTE 10– AGREEMENTS (continued)

On February 27, 2023, Global Election Services entered into a First Amendment to a Convertible Promissory Note with an investor originally dated December 20, 2019. The related Stock Purchase Agreement signed December 19, 2019, wherein GES received 3,000 common shares of the 10,000 common stock outstanding of TrueVote remained unchanged.

As part of TrueVote revised transaction, new GAHC warrants were issued to the Principals of True Vote Inc., Brett Morrison and Ped Hasid. The warrants were issued on February 27, 2023 and each individual is entitled to exercise the warrants to purchase a maximum of 2,250,000 (Two Million, Two Hundred Fifty Thousand) fully-paid and non-assessable shares of the GAHC Common Stock, par value $0.001 per share at an exercise price of $0.0012 per Share, replacing a previous conversion price of $0.01. The warrants are exercisable for a period of two years from the issuance date.

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

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

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~~investor. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

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

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.

25The note can be converted to the Company’s common stock at $0.0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 50,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 180,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.002 per share vesting in five years.

NOTE 10– AGREEMENTS (continued)

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

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

On July 13, 2023, Global Election Services entered into a Loan agreement with an investor for the amount of $78,100. The company will repay the loan in 28 weekly fixed payments of $2,789. This Loan Agreement was repaid as of January 30, 2024.

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

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

On August 14, 2023, Global Election Services, entered into a secured Original Discount Convertible Promissory Note with an investor for the amount of $23,000, with an original discount amount of $5,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.040 per share. This note was paid off as of September 30, 2023.

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

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

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

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

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

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

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

NOTE 10- AGREEMENTS (continued)

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

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

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

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

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

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

On February 20, 2024, Global Election Services, Inc. entered into an revenue share agreement with Note Holder for a total of $41,972 on the purchase amount of $28,000 and OID of $13,972. There is no interest rate, but the Company will disburse 11 weekly payments of $3,816 to Note Holder.

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

On March 15, 2024, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $10,000 with an annual interest of $12% to a non-affiliate with a maturity date of April 14, 2024. As of March 31 2024 the note has been paid off.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events ~~through~~from the consolidated balance sheet date ~~the~~through ~~financials~~July ~~were~~15, ~~issued.~~2024

On ~~October~~April 211, ~~2023~~2024, ~~Note~~an ~~Holder~~investor ~~converted~~invested $3812,~~397~~000 oninto ~~principal~~the ~~amount~~Company. On ~~and~~April ~~accrued~~25, ~~interest~~2024, ~~for~~Global ~~38,396,563~~Election ~~shares~~Services atpaid ~~$0.001~~the ~~per~~investor ~~share~~back in full.

On ~~October~~March 27, ~~2023~~2024, ~~Note~~an ~~Holder~~investor ~~converted~~invested $2010,000 by paying a vendor on ~~principal~~behalf ~~amount~~of ~~for~~Global 20Election Services. On April 25,~~000~~ 2024,~~000~~ ~~shares~~Global atElection ~~$0.001~~Services ~~per~~paid ~~share~~the investor back in full.

On ~~October~~May 1610, ~~2023~~2024, ~~Note~~an ~~Holder~~investor ~~converted~~invested $427,~~950~~500 oninto ~~principal~~the ~~amount~~Company. On ~~for~~May 4216,~~950~~ 2024,~~000~~ ~~shares~~Global atElection ~~$0.001~~Services ~~per~~paid ~~share~~the investor back in full.

On ~~October~~May 16, ~~2023~~2024, ~~Note~~an ~~Holder~~investor ~~converted~~invested $4215,~~950~~000 oninto ~~principal~~the ~~amount~~Company. On ~~and~~June ~~accrued~~14, ~~interest~~2024, ~~for~~Global ~~42,950,000~~Election ~~shares~~Services atpaid ~~$0.001~~the ~~per~~investor ~~share~~back in full.

26On May 31, 2024, an investor invested $15,000 into the Company. On June 14, 2024, Global Election Services paid the investor back in full.

On ~~October~~June 2713, ~~2023~~2024, ~~Note~~an ~~Holder~~investor ~~converted~~paid Global Election Services $2075,000 onas ~~principal~~part ~~amount~~of ~~for~~a ~~20,000,000~~90 ~~shares~~Day atSecured $0Loan 10% coupon.~~001~~ This ~~per~~debt ~~share~~is currently open.

~~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.~~ 30

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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this Quarterly Report on Form 10-Q (as well as information included in oral statements or other written statements made or to be made by the Company) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements that are other than statements of historical facts. Although the Company believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to the Company’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including without limitation to our Annual Report on Form 10-K.

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

Current GES Corporate Operations

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

GES developed proprietary Scanning and Tabulation election software. This software features advanced OMR/OCR/Barcode scanning and tabulation system featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet or Wi-Fi access ~~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.

2831

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 aan 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~~Every ~~believes~~state ~~there~~has ~~is an~~Election ~~opportunity~~Software inDevelopers ~~conducting United States~~ and ~~Foreign~~Manufactures ~~Government~~may ~~Elections.~~also ~~GES’~~qualify ~~senior~~by ~~Management~~meeting ~~teams’~~individual ~~primary~~requirements ~~business~~ for 40individual ~~years~~States ~~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~~United 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.

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.

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

Step 23 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system

Step 4 - ~~Technical~~System ~~Data~~Integration ~~Package Review~~Testing; ~~Reviews~~Executes ~~submitted~~tests ~~documents~~on ~~against~~all ~~documentation~~components ~~requirements~~ of ~~outside~~a ~~agencies,~~system ~~published~~configured ~~standards,~~as orif ~~U.S.~~the ~~specifications~~system was deployed

Step 35 - 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 - ~~Physical~~Security ~~Configuration Audit~~Testing; ~~Examines~~Performs ~~the~~vulnerability ~~documentation~~assessments ofand ~~the~~penetration ~~system~~analysis ~~against~~to ~~the~~assess ~~actual submitted~~ system vulnerabilities

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 Management ~~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.

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. 32

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

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

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, the Company ~~has~~had an accumulated deficit of $32,~~300~~629,~~548~~326 and a working capital deficit of $9,~~541~~724,~~888~~556. 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~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company recorded net loss of $~~994~~131,~~500~~018. We recorded an amortization of debt discount of $~~199~~26,~~833~~346 and a gain from change in fair value of derivative liability of $~~111~~19,~~642 and a non-cash expense associated with warrant of $22,396~~945. 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~~$91,~~174~~794. As a result, we had net cash used in operating activities of $~~(293~~7,~~489)~~067 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

For the three months ended March 31, 2024, we received $90,000 as proceeds from the issuance of convertible promissory notes payable, $28,000 as proceeds from the issuance of promissory notes payable, repaid $(70,510) of outstanding convertible promissory notes payable and repaid $(52,572) of promissory notes payable. As a result, we had net cash used by financing activities of $(5,082).

~~349~~For the three months ended March 31,~~458~~ 2023, the Company recorded net loss of $526,395. We recorded an amortization of debt discount of $91,329, and a change in fair value of derivative liability of $34,867, and spent $22,396 as a non-cash expense associated with warrants. We had an increase in prepaid expenses of $750. We also had an increase in accrued expenses of 227,807. As a result, we had net cash used in operating activities of $149,246 for the three months ended March 31, 2023.

For the three months ended March 31, 2023, we received $93,700 as proceeds from the issuance of convertible promissory notes payable and repaid $65,050 of outstanding convertible note. We received $31,687 as proceeds from the issuance of notes payable and repaid $47,615 of outstanding note payable. We had a $6,700 investment from a director. As a result, we had net cash provided by financing activities of $19,422 for the three months ended March 31, 2023.

Results ~~and~~of ~~repaid~~Operations ~~$(171~~for the Three Months Ended March 31,~~806)~~ of2024 ~~outstanding~~Compared ~~convertible~~to ~~promissory~~the ~~notes~~Three ~~payable~~Months Ended March 31, 2023

Revenues ~~and~~for ~~received~~the three months ended March 31, 2024 were $~~119~~232,~~687~~123 ascompared ~~proceeds~~to ~~from~~$106,192 for the ~~issuance~~three ofmonths ~~notes~~ended ~~payable~~March ~~and~~31, ~~repaid~~2023, an increase of $125,931. The majority of our clients hold elections on a three year cycle. This increase in revenues is due primarily to less elections held during the three month period in 2023.

~~(145~~Salaries and benefits totaled $43,~~646)~~967 for the three months ended March 31, 2024 compared to $165,378 for the three months ended March 31, 2023. This decrease was due to the employment compensation amended for John Matthews and Kathryn Weisbeck since the 2nd quarter of 2023 and reduced the salary to $2 per quarter per person.

Professional fees for the three months ended March 31, 2024 totaled $34,870 compared to $67,668 for the three months ended March 31, 2023, a decrease of ~~outstanding~~$32,798. ~~note~~This ~~payable~~decrease is primarily due to decreased assistance needed during the three months ended March 31, 2024.

~~. We also received an investment from a director of $6,700. As a result, we had~~ 33

~~net~~For ~~cash~~the ~~provided~~three bymonths ~~financing~~ended ~~activities~~March 31, 2024, we incurred marketing and advertising expenses of $38,606 compared to $37,663 in the three months ended March 31, 2023. We incurred software development expenses of $678 in 2024 compared to $1,326 in 2023, we incurred printing costs of $16,295 in 2024 compared to $2,403 in 2023, and we incurred general and administrative expenses of $44,829 in 2024 compared to $45,495 in 2023. The increase in printing expenses was mainly due to a increase in costs related to the increase in revenue.

~~158~~Total operating expenses for the three months ended March 31,~~393~~ 2024 were $179,245, compared to $319,933 for the three months ended March 31, 2023, a decrease of $140,688 principally due to reasons discussed above.

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

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

This decrease was due to the employment compensation amended for John Matthews and Kathryn Weisbeck since the 2nd quarter of 2023 and reduced the salary to $2 per quarter per person.

Professional fees for the three months ended 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

This decrease in revenues is due primarily to less elections held during the nine month period in 2023.

This decrease was due to the employment compensation amended for John Matthews and Kathryn Weisbeck since the 2nd quarter of 2023 and reduced the salary to $2 per quarter per person.

Professional fees for the 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.

$18,839

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~~March 3031, ~~2023~~2024.

32We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of March 31, 2024 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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~~March 3031, ~~2023~~2024. Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

3334

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 December 5, 2022 the Company made payments of $5,000. On January 13, 2023 the Company made payments of $5,000

. On ~~January~~October 2716, ~~2021~~2020, the Company’s ~~made~~subsidiary, aTidewater ~~payment~~Energy ofGroup ~~$5,000,~~Corp. onwas ~~April~~named ~~12,~~as ~~2021,~~a ~~the~~defendant ~~Company~~in ~~made~~ a ~~payment~~lawsuit offiled ~~$15,000,~~in onDistrict ~~August~~Court 6,in ~~2021,~~and ~~the~~For ~~Company~~Tulsa ~~made~~County, aState ~~payment~~ of $5Oklahoma,~~000~~ CJ-2020-3172. On ~~October~~January 113, 2021, the plaintiffs added the Company ~~made~~to athe ~~payment~~lawsuit. ofThe $5plaintiffs are seeking damages,~~000~~ disgorgement and onspecific ~~November~~performance ~~12,~~relief ~~2021,~~relating to a Purchase and Sale Agreement to purchase all of the membership interests in Foster Energy. The Company ~~made~~has aobtained ~~payment~~counsel ofto ~~$10,000~~dispute the charges. On ~~January~~March 718, ~~2022~~2021, the Company ~~made~~filed a ~~payment~~motion ofto ~~$5,000~~dismiss and onbrief ~~February~~in ~~18,~~support. ~~2022,~~The Company asserted that the plaintiffs’ claims are entirely without merit as the Company ~~made~~was not a ~~payment~~party ofto ~~$5,000.~~the OnPurchase ~~May~~and ~~5,2022~~Sale Agreement or the ~~Company~~related ~~made~~non-disclosure ~~payments~~agreement. ofTidewater ~~$5,000~~concurrently ~~and~~filed ona ~~June~~motion ~~22,~~to ~~2022,~~dismiss ~~the~~based ~~Company~~on ~~made~~legal ~~payments~~remedies ofavailable ~~$5,000~~to Tidewater. On ~~January~~December 137, ~~2023,~~2022 the ~~Company~~case ~~made~~was adismissed ~~payment~~with ofeach ~~$5,000~~party bearing their own attorney fees and costs.

On ~~October~~March 1631, ~~2020~~2022, the Company’s ~~subsidiary, Tidewater Energy Group Corp.~~ was named as a defendant in a lawsuit filed in ~~District~~the Supreme Court inof ~~and~~the ~~For Tulsa County,~~ State of ~~Oklahoma~~New York, ~~CJ-2020-3172~~Index No. On651531/2002. ~~January~~The ~~13,~~plaintiff ~~2021,~~has ~~the~~alleged ~~plaintiffs~~breach ~~added~~of ~~the~~contract ~~Company~~and tounjust ~~the lawsuit~~enrichment. The ~~plaintiffs~~plaintiff ~~are~~is seeking damages, ~~disgorgement and specific performance relief~~ relating to a ~~Purchase~~plaintiff’s ~~and~~prior ~~Sale~~employment ~~Agreement~~agreement towith ~~purchase all of~~ the ~~membership interests in Foster Energy~~Company. The Company has obtained counsel to dispute the charges. On ~~March~~July 1819, ~~2021,~~2023 the Company ~~filed~~entered into a ~~motion~~settlement toagreement ~~dismiss~~with ~~and brief in support. The Company asserted that~~ the ~~plaintiffs’~~plaintiff, ~~claims~~requiring ~~are entirely without merit as~~ the Company ~~was not a party~~ to ~~the~~pay ~~Purchase~~$30,000. The ~~and~~Company ~~Sale~~made ~~Agreement~~payments orof ~~the~~$5,000 ~~related~~on ~~non-disclosure~~September ~~agreement.~~15, ~~Tidewater~~2023, ~~concurrently~~and ~~filed~~$5,000 ~~a motion to dismiss based~~ on ~~legal~~November ~~remedies~~10, ~~available to Tidewater~~2023. On ~~December~~March 78, ~~2022,~~2024 the ~~case~~Company ~~was~~made ~~dismissed~~payments ~~with~~of ~~each party bearing their own attorney fees and costs~~$5,000.

On ~~March~~May 311, ~~2022~~2023, ~~the~~Brett ~~Company~~Pezzuto ~~was~~and ~~named~~Christian asPezzuto afiled ~~defendant in~~ a ~~lawsuit~~complaint ~~filed~~ in the ~~Supreme~~United States District Court offor the ~~State~~Southern District of New York, ~~Index~~(Civil Action No. ~~651531/2002.~~1:23-cv-03591) ~~The~~against ~~plaintiff~~the ~~has~~Company ~~alleged~~and GES for breach of contract for failures to pay monies owned pursuant to promissory notes and ~~unjust~~for ~~enrichment.~~not providing plaintiffs an opportunity to convert their promissory notes to common stock. The ~~plaintiff~~plaintiffs isare ~~seeking~~asking for money damages ~~relating~~in the aggregate amount of $1,565,610. The case was settled on February 12, 2024, with an amendment to athe ~~plaintiff’s~~settlement ~~prior~~agreement ~~employment~~signed by the parties on April 19, 2024. Under this settlement agreement, the Company shall enter into confession of judgment agreements with each of Brett and Christian Pezzuto for the ~~Company~~principal and interest due and owing on their respective convertible promissory notes for GAHC and GES (the “GAHC Notes” and “GES Notes”, respectively) through June 30, 2024, which totals to each Brett and Christian the sum of two hundred and thirty-four thousand dollars ($234,000) (the “GAHC Settlement Sum”). If ~~The~~the Company ~~has~~does ~~obtained~~not ~~counsel~~pay the respective GAHC Settlement Sum to ~~dispute~~both Brett and Christian prior to June 30, 2024, then Brett and Christian or their agents shall have the ~~charges~~right to enforce the confession of judgment. Brett Onand ~~July~~Christian 19have the right, ~~2023~~but not the ~~Company~~obligation, ~~entered~~to ~~into~~convert their respective GAHC Notes at $0.001 per share. If Brett and Christian do not elect to convert the GAHC Notes, the GAHC Notes will be paid as described above. In addition, Brett and Christian have each been granted seventy five million (75,000,000) warrants for a ~~settlement~~total ~~agreement~~of ~~with~~one hundred fifty million (150,000,000) warrants at a strike price of $0.001 per share for a period of five years. The GES Notes have an outstanding principal and interest balance of one hundred seventy-six thousand six hundred forty-one dollars ($176,641) (the ~~plaintiff~~“GES Notes Sum”) for each Brett and Christian. The GES Notes will be converted into stock of 1329291 B.C. Ltd which is doing an acquisition of GES. If the GES acquisition does not take place, ~~requiring~~Brett and Christian or their agents shall have the ~~Company~~right to ~~pay~~enforce $the confession of judgement agreements on the GES Notes. On or before June 30,~~000~~ 2024, the Company will reimburse Brett and Christian Pezzuto for their actual legal fees and costs incurred through the end of the performance of the settlement agreements. This cost is eighty five thousand two hundred ten dollars and eighty cents ($85,210.80) as of January 15, 2024. The settlement agreement and the amendment to the settlement agreement have been filed with the December 31, 2023 Form 10-K as Exhibit 10.64 and 10.65.

On May 22, 2023, Lim Chap Huat filed a Memorandum of Law in Support of Plaintiff’s Motion for Summary Judgment in Lieu of Complaint Pursuant to CPLR 3213 in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company. The Memorandum 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 adand costs incurred, to recover unpaid monies owned by the Company. The Company has obtained legal counsel to dispute the charges. The Ascase ofis ~~September~~still ~~30,~~open ~~2023,~~as noof ~~final~~the ~~resolution~~date ~~has~~of ~~been reached~~filing.

Item 1A. Risk Factors

Not Applicable

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 on July 29, 2022 in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Common Shares

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

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

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

•

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

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

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

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

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

~~Exhibit 31~~* -Furnished ~~Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~herewith.

~~Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~37

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

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
	GLOBAL ARENA HOLDINGS, INC. a Nevada corporation
Date: January 11, 2024	By:	/s/ JOHN MATTHEWS
Date: July 16, 2024	By:	/s/ John Matthews
		John Matthews
		Chief Executive Officer Chief Financial Officer
		Chief Executive Officer
Date: July 16, 2024	By:	/s/ John Matthews
		John Matthews
		Chief Financial Officer

36 38

Filing Compare · Global Arena Holding, Inc.