{"url_path":"/sec/cik-0001138724/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1138724/0001493152-26-037140-index.html","accession_number":"0001493152-26-037140","cik":"0001138724","ticker":null,"issuer_name":"Global Arena Holding, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1138724/0001493152-26-037140-index.html","primary_entity_key":"0001138724","primary_entity_name":"Global Arena Holding, Inc."},"word_count":7680,"has_tables":true,"body_markdown":"**ITEM\n7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**\n\n \n\nForward-looking\nStatements\n\n \n\nStatements\nin this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts\nof this Annual Report on Form 10-K (as well as information included in oral statements or other written statements made or to be made\nby the Company) that look forward in time, are forward-looking statements. Forward-looking statements include statements concerning plans,\nobjectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements that are\nother than statements of historical facts. Although the Company believes such forward-looking statements are reasonable, it can give\nno assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified\nby, known and unknown risks, uncertainties and other factors that could cause actual results, performance, or achievements to differ\nmaterially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited\nto our ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth\nin our filings with the Securities and Exchange Commission, including without limitation, this Annual Report on Form 10-K, as the same\nmay be updated or amended from time to time.\n\n \n\nWe\nundertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual\nReport.\n\n \n\n16\n\n \n\n \n\nCurrent\nGES Corporate Operations\n\n \n\nGES\nhas developed and deployed proprietary registration software, which was designed specifically to authenticate and register voters. This\nproprietary software functions as a data storage and retrieval registration system by cross-referencing eligibility status within a control\nvoter database. In a mail ballot election, the voter’s ID barcode, QR code, or signature on the business reply envelope, can be\nscanned and the status of that voter is identified. If the voter is not eligible to vote or another ballot for that individual has already\nbeen registered in the system, that ballot is marked VOID and removed from the count. In an in-person election, the voter provides their\nname 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\nand 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\nthe voter has already registered, and the voter will not receive an additional ballot. Because we account for every single ballot, the\nsystem has multiple reporting options, which include the list of valid envelopes and list of voters whose ballot was void, detailing\nthe reason. Once the voter is authenticated, the identifiers are removed to ensure a secret vote, and the ballot is scanned for tabulation.\n\n \n\nGES\ndeveloped proprietary scanning and tabulation election software. This software features advanced OMR/OCR/barcode scanning and tabulation\nsystem featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet\nor Wi-Fi access, ensuring complete security. The system allows for triple-auditing capabilities, which are electronically generated tabulation\nresults, .jpeg imaging and storage, and the original physical ballot. This advancement gives GES the ability to tabulate elections faster\nand more efficiently. As experts in paper/mail ballot elections, GES began deploying this system in our elections in the third quarter\nof 2017.\n\n \n\nIn\n2020 GES developed, built and implemented a propriety online election voting solution that is compliant with Title IV of the United States\nDepartment of Labor Office of Labor-Management Standards.\n\n \n\nGES\nbuilt the platform on Amazon Web Services (AWS), which we believe is one of the most secure global infrastructures, and is a comprehensive,\nevolving platform provided by Amazon that includes a mixture of infrastructure as a service (IaaS) platform as a service and packaged\nsoftware (PaaS), and software as a service offerings (SaaS).\n\n \n\nThe\nplatform enables GES to protect individual client data, including the ability to encrypt it, move it, and manage retention (if required).\nAll data flowing across the global network interconnects with the GES secured data center and is automatically encrypted at the physical\nlayer before it leaves our secured facilities. Additional encryption layers exist as well.\n\n \n\nGES\ncontrols where our client data is stored, who can access it, and what resources your organization is utilizing at any given moment. Fine-grain\nidentity and access controls combined with continuous monitoring for near real-time security information ensures that the right resources\nhave the right access at all times, wherever your information is stored.\n\n \n\nGES\nencryption software uses AES 256 with a cryptographic key using an RSA elliptic curve of 4096, which is used to encrypt the communication\nof the client and the GES server, as well as all client data hosted in the server. A six-digit security code, delivered to the voter’s\nemail address provided by the client, must be validated by the prospective voter in order to authenticate the identity of the voter before\nthe voter may access the ballot. After validating the voter, the voter then votes anonymously, so that the identity of the voter and\nthe ballot cast can never be matched.\n\n \n\nThe\nGES voting platform verifies that the users do not use the back and forward browser button, a safe mechanism against tampering. Distributed\ndenial of service DDoS protection tools help secure websites and applications and prevent DDoS attacks, which bombard websites with traffic\ntraditionally delivered via “botnets” that are created by networked endpoints connected via malware. The DDoS software protection\nprovides always-on detection and automatic inline mitigations that minimize application downtime and latency.\n\n \n\nEvery\nstate has election software developers and manufacturers who may also qualify by meeting individual requirements for individual states\nin the United States.\n\n \n\nGES\nhas begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual\nState certifications:\n\n \n\n \nStep\n1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards\n\n \nStep\n2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published\nstandards, or U.S. specifications\n\n \n\n17\n\n \n\n \n\n \nStep\n3 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system\n\n \nStep\n4 - System Integration Testing; Executes tests on all components of a system configured as if the system was deployed\n\n \nStep\n5 - Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware\nand software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security\n\n \nStep\n6 - Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities\n\n \n\n**Recent\nDevelopments**\n\n \n\nIn\nan attempt to retain and grow stockholder value, we have continually attempted to raise capital through equity and debt offerings and\nhave explored a sale of GES. For additional information, see Note 12  to the Company’s consolidated financial statements for\nthe year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.\n\n \n\n*2025\nEasterly APA*\n\n \n\nOn\nJuly 1, 2025, the Company entered into that certain Asset Purchase Agreement (the “2025 Easterly APA”) with GES Acquisition\nCorp., a Delaware corporation (“GES Acquisition”); Global Election Services, Inc., a Delaware corporation and a wholly owned\nsubsidiary of the Company (“GES”); Global Election Services Holding LLC, a Delaware limited liability company (“GES\nHolding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).\n\n \n\n*Asset\nPurchase.*Pursuant to the 2025 Easterly APA, GES Acquisition agreed to acquire substantially all of the operating assets of GES as\nit relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the\nUnited States (the “Business”). The assets being sold include all tangible and intangible property used in the Business,\ncontracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records,\nand business goodwill. GES Acquisition will also assume certain specified liabilities. The 2025 Easterly APA excludes specific assets\nand liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment\nagreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the 2025 Easterly\nAPA.\n\n \n\n*Consideration*.\nThe total consideration payable to the Company and its shareholders in connection with the transaction include:\n\n \n\n \n-\n$2.3\nmillion in cash, a portion of which will be used to pay or settle outstanding indebtedness and GES expenses at the closing of the\ntransaction (“Closing”), in exchange for 2,453,333 shares of Series A Convertible Preferred Stock of GES Acquisition\n(“Series A Stock”) issued to Easterly;\n\n \n-\n4,000,000\nshares of common stock of GES Acquisition issued to GES Holding;\n\n \n-\nForgiveness\nof $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance of 1,200,000 shares of Series A Stock;\nand\n\n \n-\nEntry\ninto a $2.2 million credit facility agreement between Easterly and GES Acquisition, convertible into Series A Stock under specified\nconditions.\n\n \n\n*Employment.*Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition, and enter into a Non-disclosure,\nNon-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition and the Board of\nDirectors of GES Acquisition will be limited to no more than two other persons. GES Acquisition may offer employment to selected GES\nemployees at its discretion; those employees will become “Hired Employees” and transition plans are outlined for benefit\ncoverage and COBRA compliance.\n\n \n\n*Closing\nConditions*. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals\nby GES and the Company; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no\nmaterial adverse effect on either party from the Effective Date of the 2025 Easterly APA through Closing. Closing is also conditioned\nupon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of\nthe Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.\n\n \n\n*Termination*.\nThe 2025 Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period;\nif required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. See “—Amendment\nNo. 1 to 2025 Easterly APA” below.\n\n \n\n*Indemnification*.\nThe 2025 Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition and Easterly\nagainst liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition and Easterly also agreed\nto indemnify GES and the Company against liabilities arising from assumed obligations and breaches. Indemnification claims must exceed\n$100,000 and total liability for non-fraud claims was capped at $1.375 million.\n\n \n\n18\n\n \n\n \n\n*Amendment\nNo. 1 to 2025 Easterly APA*\n\n \n\nOn\nAugust 29, 2025, GAHI, GES Acquisition, GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment\nNo. 1 to the 2025 Easterly APA (the “Amendment”) to amend Section 9.01(b) to change the “Outside Closing Date”\nfrom August 31, 2025 to October 15, 2025. All other terms of the 2025 Easterly APA remained in full force and effect.\n\n \n\n*Termination\nof 2025 Easterly APA*\n\n \n\nOn\nFebruary 25, 2026, the parties to the 2025 Easterly APA entered into a Termination of Asset Purchase Agreement (the “2025 Easterly\nAPA Termination”), pursuant to which the parties thereto agreed to terminate, as of February 25, 2026, the 2025 Easterly APA, subject\nto the terms set forth in the 2025 Easterly APA Termination.\n\n \n\n*2026\nEasterly APA*\n\n \n\nOn\nFebruary 26, 2026, following termination of the 2025 Easterly APA, the Company entered into that certain Asset Purchase Agreement (the\n“2026 Easterly APA”) with GES (together with the Company, the “Sellers”), GES Acquisition and Easterly.\n\n \n\n*Asset\nSale.* Pursuant to the terms of the 2026 Easterly APA, the Sellers agreed to sell to GES Acquisition all of their right, title and\ninterest in and to Sellers’ business of providing technology-enabled paper absentee, mail ballot and online election services in\nthe U.S. (the “Business”) and the assets, properties and rights of the Sellers, other than the Excluded Assets (as defined\nin the 2026 Easterly APA) (the “Assets”). The Assets include identified tangible and intangible property used in the Business,\ncontracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records,\nand goodwill of the Business; and exclude specified assets, including, but not limited to, cash and cash equivalents, tax returns and\nrefunds, retained benefit plans and employment agreements.\n\n \n\n*Consideration*.\nPursuant to the terms of the 2026 Easterly APA, the consideration payable by GES Acquisition to the Sellers for the Assets will be as\nfollows:\n\n \n\n(i)\nThe assumption by GES Acquisition to the Sellers of the Assumed Liabilities (as defined in the 2026 Easterly APA);\n\n(ii)\nThe payment of the sum of $2,400,000 to GES, to be paid in cash at the closing; and\n\n(iii)\nThe issuance to the Company of 2,571,428 shares of common stock of GES Acquisition.\n\n \n\n*Designation\nof GES Series A Stock*. Prior to the closing, GES Acquisition agreed to designate 6,000,000 shares of its preferred stock as Series\nA convertible preferred stock (the “GES Series A Stock”).\n\n \n\n*Easterly\nTransactions.* Easterly previously funded to the Sellers the following amounts, totaling $1,920,000 (collectively, the “Previously\nFunded Amounts”), which, as of February 25, 2026, were due and repayable to Easterly:\n\n \n\n \n(i)\n$1,153,555,\nwhich has been paid to certain creditors of the Sellers;\n\n \n(ii)\n$331,835,\nwhich has been paid for GES Services’ software technology;\n\n \n(iii)\n$374,610,\nto reimburse the Sellers for certain transaction expenses; and\n\n \n(iv)\n$60,000,\nwhich, as of February 25, 2026, was being held by the Sellers.\n\n \n\nGES\nAcquisition agreed to issue and sell to Easterly, at the closing, 6,000,000 shares of GES Series A Stock at a negotiated value for sale\nof $0.9375 per share, for a total consideration payable of $5,625,000 (the “Total Subscription Consideration”) as follows:\n\n \n\n \n(i)\n$2,400,000\nof the Total Subscription Consideration, in exchange for 2,560,000 shares of GES Series A Stock, will be paid by Easterly to GES\nAcquisition at the closing, and then GES Acquisition will transfer such amount to the Sellers in consideration of the acquisition\nof the Assets.\n\n \n(ii)\n$1,920,000\nof the Total Subscription Consideration, in exchange for 2,048,000 shares of Series A Stock, will be deemed satisfied by forgiveness\nof the repayment of the Previously Funded Amounts by Sellers to Easterly. Upon issuance of the 2,048,000 shares of GES Series A Stock\nto Easterly, the Previously Funded Amounts will be deemed repaid in full, and the Sellers will have no further obligations with respect\nthereto.\n\n \n(iii)\n$1,305,000\nof the Total Subscription Consideration, in exchange for 1,392,000 shares of GES Series A Stock, will be paid via delivery by Easterly\nto GES Acquisition of a promissory note.\n\n \n\n19\n\n \n\n \n\n*Employment\nAgreements; GES Acquisition Officers and Directors.* GES Acquisition agreed to enter into, at the closing, (i) an employment agreement\nwith John S. Matthews pursuant to which Mr. Matthews will serve as Chief Executive Officer of GES Acquisition, and (ii) an employment\nagreement with Kathryn Weisbeck pursuant to which she will serve as an executive officer of GES Acquisition. Mr. Matthews is the Company’s\nChief Executive Officer, Chief Financial Officer and Chairman of the Board, and is a significant stockholder of the Company. Ms. Weisbeck\nis an executive officer and significant stockholder of the Company. GES Acquisition also agreed to name Darrell Crate as a director of\nGES Acquisition at the closing, and agreed that, at the closing, GES Acquisition’s board of directors would be comprised of Mr.\nMatthews and no more than two other persons.\n\n \n\n*Redemption.*\nImmediately following the closing, GES Acquisition will redeem the one share of GES Acquisition common stock held by Mr. Matthews at\na redemption price of $1.00.\n\n \n\n*Closing\nConditions.* The transaction is subject to standard closing conditions, including but not limited to, receipt of approval by the Company’s\nstockholders; receipt of required governmental consents; no injunctions or governmental restriction on the transaction; and no third\nparty actions to enjoin or otherwise restrict consummation of the closing. Closing is also conditioned upon the finalization and execution\nof all transaction documents.\n\n \n\n*Termination*.\nThe 2026 Easterly APA may be terminated, subject to the terms of the 2026 Easterly APA, by mutual written consent; if the transaction\ndoes not close by April 30, 2026; if there are injunctions or governmental restrictions on the transactions contemplated by the 2026\nEasterly APA; upon material breach by any party that is not cured within the specified period; upon a material adverse effect, not cured\nwithin the specified period, on the condition (financial or otherwise), business, assets, properties or results of operations of one\nof the parties or the ability of one of the parties to consummate the transactions; or if required Company stockholder approval is not\nobtained by April 30, 2026.\n\n \n\n*Indemnification*.\nThe 2026 Easterly APA includes mutual indemnification obligations whereby the Sellers agreed to indemnify GES Acquisition, Easterly and\ntheir respective affiliates against liabilities arising from the Excluded Assets or excluded liabilities, the Sellers’ indebtedness\nas it relates to the Business, the Sellers’ transaction expenses, to the extent not paid on or prior to the closing date or comprising\nan assumed liability; and breaches of representations, warranties, or covenants. GES Acquisition and Easterly also agreed to indemnify\nthe Sellers and their respective affiliates against liabilities arising from GES Acquisition’s ownership and operation of the Assets\nfollowing the closing; GES Acquisition’s failure to perform, discharge or satisfy the assumed liabilities; and breaches of representations,\nwarranties, or covenants. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.\n\n \n\n*September\n2025 Promissory Note*\n\n \n\nOn\nSeptember 5, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount\nof $50,750. Pursuant to the terms of the promissory note, the Company agreed to make 28 weekly payments in the amount of $1,813 to the\ninvestor. There is no pre-payment penalty. As of August 11, 2026, the outstanding principal balance of the promissory note was $45,313.\n\n \n\n*Series\nA Preferred Stock A&R Certificate of Designations*\n\n \n\nOn\nFebruary 27, 2026, the Company filed an Amended and Restated Certificate of Designations of Preferences and Rights (the “A&R\nCertificate of Designations”) of the Series A convertible preferred stock (the “Series A Preferred Stock”) with the\nSecretary of State of the State of Delaware. The material terms of the Series A Preferred Stock are set forth below.\n\n \n\n*Number;\nStated Value.*The number of authorized shares of Series A Preferred Stock is 400,000 shares. Each share of Series A Preferred Stock\nhas a stated value of $20.00, subject to adjustment as set forth in the A&R Certificate of Designations (such amount as applicable\nfrom time to time, the “Stated Value”). The Stated Value of each issued and outstanding share of Series A Preferred Stock\nwill increase each year on the annual anniversary of the issuance date of the applicable share of Series A Preferred Stock by $1.60.\n\n \n\n*Conversion.*The Series A Preferred Stock is convertible into restricted shares of common stock at the option of the holder at any time following\nthe 12-month anniversary of the issuance of the applicable shares of Series A Preferred Stock, if such shares have been issued and outstanding\nfor at least such 12-month period. Each share of Series A Preferred Stock is convertible into a number of shares of common stock equal\nto (i) the Stated Value as of the conversion date, divided by (ii) the greater of (A) 90% of the Market Price (as defined in the A&R\nCertificate of Designations); and (B) $0.01.\n\n \n\n20\n\n \n\n \n\n*Voting\nRights.*Shares of Series A Preferred Stock have no voting rights except as required by law or as stated in the A&R Certificate\nof Designations.\n\n \n\n*Beneficial\nOwnership Limitation.*No holder of Series A Preferred Stock may complete a conversion if such conversion would result in beneficial\nownership of more than 4.99% of the Company’s outstanding common stock.\n\n \n\n*Amendment.*The Company may not amend or repeal the A&R Certificate of Designations without the prior written consent or approval of holders\nof Series A Preferred Stock holding a majority of the Series A Preferred Stock then issued and outstanding, voting separately as a single\nclass, and with each share of Series A Preferred Stock having one vote on any such matter.\n\n \n\n*No\nOptional Redemption.*The Company may not redeem any of the outstanding shares of Series A Preferred Stock without the written agreement\nof the applicable Series A Holder holding such applicable shares of Series A Preferred Stock.\n\n \n\n*No\nParticipation.*The Series A Preferred Stock is not entitled to receive any dividends or distributions paid on the Company’s\ncommon stock or any other class of preferred stock, and the Series A Preferred Stock will not participate in any dividends, distributions\nor payments to the common stockholders or holders of any other class of preferred stock, whether in liquidation, by dividend or otherwise.\n\n \n\n*No\nTransfer.*The Series A Preferred Stock may not be sold, gifted, assigned or otherwise transferred, and no right, title or interest\nin the Series A Preferred Stock may be created, sold, gifted, assigned or otherwise transferred, without the prior written approval of\nthe Board in its sole discretion, and any such action without such prior written consent will be automatically null and void and of no\nforce or effect.\n\n \n\n*March\n2026 Loan Agreement*\n\n \n\nOn\nMarch 3, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $70,000. Pursuant to the terms of the\nloan agreement, GES agreed to repay the loan in weekly payments of $2,500. As of August 11, 2026, the remaining balance under the loan\nagreement was $17,500.\n\n \n\n*Promissory\nNotes*\n\n \n\nThe\nCompany has received the following advances to fund working capital and transaction expenses in the form of notes.\n\n \n\n \n●\nOn\nMarch 25, 2026, GES received $22,000 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note\nbears 10% interest and matures on October 15, 2026.\n\n \n●\nOn\nMarch 31, 2026, GES received $16,800 from the issuance of a Convertible Promissory Note with a non-affiliated investor. The Note\nbears 10% interest and matures on October 15, 2026.\n\n \n●\nOn\nJune 16, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $28,000. Pursuant to the terms of\nthe loan agreement, GES agreed to repay the loan in weekly payments of $1,000. As of June 30, 2026, the remaining balance under the\nloan agreement was $25,000.\n\n \n\n21\n\n \n\n \n\nThe\nCompany used (i) $270,000 of the proceeds from the above notes to pay the Lim settlement; (ii) $234,000 of the proceeds to pay the Brett\nPezzuto settlement, and (iii) $234,000 of the proceeds to pay the Christian Pezzuto settlement.\n\n \n\n*Certificate\nof Correction to Certificate of Amendment to Certificate of Incorporation*\n\n \n\nOn\nDecember 18, 2018, the Company filed a Certificate of Amendment (the “2018 Amendment”) to the Company’s Certificate\nof Incorporation that purported to effectuate a 1-for-4 reverse split of the Company’s common stock. In order to be effective,\nthe proposed reverse stock split required clearance from the Financial Industry Regulatory Authority (“FINRA”). Because FINRA\nhad not cleared the proposed reverse stock split prior to the Company’s filing of the 2018 Amendment, the 2018 Amendment was inaccurate\nand the filing thereof was made in error. On September 25, 2025, the Company filed a Certificate of Correction to the 2018 Amendment\nthat had the effect to nullifying the 2018 Amendment. Accordingly, the 2018 Amendment is of no force or effect.\n\n \n\n*Easterly\nAdvances*\n\n \n\nOn\nMarch 19, 2026, GES received a cash advance from Easterly in the amount of $25,000.\n\n \n\nOn\nMarch 26, 2026, GES received a cash advance from Easterly in the amount of $111,000.\n\n \n\nOn\nMarch 27, 2026, GES received a cash advance from Easterly in the amount of $50,000.\n\n \n\nOn\nApril 8, 2026, GES received a cash advance from Easterly in the amount of $60,000.\n\n \n\nOn\nApril 14, 2026, GES received a cash advance from Easterly in the amount of $50,000.\n\n \n\nOn\nApril 29, 2026, GES received a cash advance from Easterly in the amount of $50,000.\n\n \n\nOn\nMay 15, 2026, GES received a cash advance from Easterly in the amount of $100,000.\n\n \n\nOn\nJune 17, 2026, GES received a cash advance from Easterly in the amount of $350,000.\n\n \n\nOn\nJune 29, 2026, GES received a cash advance from Easterly in the amount of $350,000.\n\n \n\n22\n\n \n\n \n\nTrends\nand Uncertainties\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the\nUnited States of America, which contemplate the continuation of the Company as a going concern. The Company has generated recurring losses\nfrom operations and cash flow deficits from operations since inception and has had to continually borrow to continue operating. In addition,\ncertain of the Company’s debt was in default as of December 31, 2025. Management has concluded that substantial doubt about the\nCompany’s ability to continue as a going concern exists and has not been alleviated.\n\n \n\nThe\nCompany’s continued operations are dependent upon its ability to raise additional capital, obtain additional financing, and/or\nacquire or develop a business that generates sufficient positive cash flows from operations. The Company continues to seek funding\nthrough the issuance of additional convertible promissory notes and other financing arrangements. Management’s plans are\nintended to improve liquidity and financial flexibility; however, there can be no assurance that the Company will be successful in\nexecuting these plans and successful execution depends on future events that are not entirely within management’s control.\n\n \n\nLiquidity\nand Capital Resources\n\n \n\nAs\nof December 31, 2025, we had cash and cash equivalents of $83,080, compared to $13,415 as of December 31, 2024. We have an\naccumulated deficit of $34,781,683 and a working capital deficit of $12,216,224. Our ability to continue as a going concern depends\nupon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain\nadditional financing as needed.\n\n \n\nWe\nexpect our primary cash requirements during the twelve months following the issuance date of these financial statements to consist primarily\nof professional service fees, including legal, accounting, and audit costs. Based on our current operating plan, we estimate that approximately\n$285,000 of cash will be required to fund these operating expenses and support our ongoing operations during the next twelve months.\n\n \n\nDebt\nObligations and Settlement Liabilities\n\n \n\nAs\nof December 31, 2025, the Company had outstanding indebtedness of $6,310,551, of which $6,310,551 is due within the next twelve months.\nThe principal debt obligations consist of:\n\n \n\nConvertible\npromissory notes issued to a third-party investor: Outstanding balances totaled $5,909,506, of which $5,659,506 was in default as of\nDecember 31, 2025. The remaining $250,000 is scheduled to mature during the second quarter of 2026.\n\n \n\nPromissory\nnotes issued to a third-party investor: Outstanding balances totaled $401,050, of which $379,300 was in default as of December 31, 2025.\nThe remaining $21,750 is scheduled to mature during the first quarter of 2026 and is expected to be repaid upon maturity.\n\n \n\nManagement\nexpects to fund its anticipated cash requirements through a combination of:\n\n \n\n●Existing\ncash on hand of $83,080;\n\n●Potential\nproceeds from the sale of GES for the proceeds of $2,400,000: The Company expects to receive\ngross proceeds of approximately $2,400,000 from the proposed sale of GES. Management intends\nto use approximately $1,719,922 of the proceeds to repay certain outstanding debt obligations,\nconsisting of $1,158,017 of principal and $561,905 of accrued interest.\n\n●Subsequent\nto December 31, 2025, the Company received $1,247,965 in financing and advances from lenders\nand investors. Management expects to use these proceeds primarily for working capital, payment\nof operating expenses, and the settlement of outstanding obligations.\n\n \n\nPreferred\nA Share issuance\n\n \n\n●Issuance\nof Preferred A Shares to Non-Affiliated Investors and Lenders: The Company plans to issue\nshares of Series A Preferred Stock to certain non-affiliated investors and lenders in exchange\nfor the settlement of $1,881,183 of outstanding principal and $1,457,736 of accrued interest.\nIn connection with the transaction, the investors and lenders also agreed to forgive $1,683,903\nof additional outstanding indebtedness.\n\n●Issuance\nof Preferred A Shares to Settle Debt: The Company plans to shares of Series A Preferred Stock\nto settle $3,066,000 of outstanding principal and $187,773 of accrued interest owed to certain\nnoteholders.\n\n \n\nPotential\nSale of GES\n\n \n\nThe\nCompany is evaluating the potential sale of GES. If completed, management estimates that the transaction could generate gross proceeds\nof approximately $2,400,000, although there can be no assurance that the transaction will be consummated or that proceeds will be realized\nin the anticipated amount or timeframe. Any proceeds received are expected to be used to fund working capital requirements, satisfy outstanding\nliabilities, and support ongoing operations.\n\n \n\nSufficiency\nof Capital Resources and Going Concern Considerations\n\n \n\nManagement\nbelieves that existing cash resources, financing and advances received subsequent to year end, anticipated debt settlement transactions,\nand the potential sale of GES will not be sufficient to satisfy the Company’s obligations and anticipated cash requirements for at least\nthe next twelve months from the issuance date of these financial statements.\n\n \n\n23\n\n \n\n \n\nAs\nof December 31, 2025, the Company had cash and cash equivalents of $83,080 and outstanding indebtedness of $6,310,551, substantially\nall of which was due within the next twelve months and primarily in default. Subsequent to year end, the Company received $1,247,965\nin financing and advances and is pursuing debt settlement transactions through the issuance of Series A Preferred Stock, which would\nsignificantly reduce outstanding indebtedness. In addition, the Company is evaluating the potential sale of GES, which is expected to\ngenerate gross proceeds of approximately $2.4 million, a portion of which is expected to be used to repay outstanding debt obligations.\n\n \n\nAfter\ngiving effect to the subsequent financing received, the anticipated debt settlement and forgiveness transactions, and the estimated proceeds\nfrom the potential sale of GES, management estimates that approximately $1.0 million of the debt obligations will remain during the next\ntwelve months. As a result, the Company will need to obtain additional capital through equity financings, debt financings, or other strategic\ntransactions to satisfy its remaining debt obligations and fund operations.\n\n \n\nThere\ncan be no assurance that the proposed debt settlements, the sale of GES, or additional financing will be completed on acceptable terms,\nor at all. Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.\n\n \n\nFor\nthe year ended December 31, 2025, we recorded net loss of $1,274,813. We recorded an amortization of debt discount of $89,486, a change\nin fair value of derivative liability of $8,724 and issued a warrant fair valued at $ 9,824. We had an decrease in accounts payable of\n$24,927 and increase in accrued expenses of $683,903. As a result, we had net cash used in operating activities of $523,739 for the year\nended December 31, 2025.\n\n \n\nFor\nthe year ended December 31, 2025, we invested $13,687 to finalize the acquisition of election service solutions and enhanced our software\nin the amount of $258,490. As a result, we had net cash used in investing activities of $272,177.\n\n \n\nFor\nthe year ended December 31, 2025, we received $1,555,000 as proceeds from the issuance of convertible promissory notes payable and $90,250\nproceeds from notes payable and repaid $547,250 of convertible promissory and repaid $232,419 to note payable and received an investment\nfrom a director of $nil resulting in net cash provided by financing activities of $865,581.\n\n \n\nSubsequent\nto December 31, 2025, the Company received aggregate advances of approximately $1,247,965 from non-affiliated investors and lenders to\nsupport its liquidity requirements.\n\n \n\nThe\nadvances consist of the following:\n\n \n\n●On\nMarch 3, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount\nof $70,000 with an original issuance discount of $22,000. Pursuant to the terms of the loan\nagreement, GES agreed to repay the loan in weekly payments of $2,500. As of August 11,\n2026, the remaining balance under the loan agreement was $17,500.\n\n●On\nMarch 25, 2026, GES received $22,000 with an original issuance discount of $2,000 from the\nissuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears\n10% interest and matures on October 15, 2026.\n\n●On\nMarch 31, 2026, GES received $16,800 with an original issuance discount of $1,800 from the\nissuance of a Convertible Promissory Note with a non-affiliated investor. The Note bears\n10% interest and matures on October 15, 2026.\n\n●On\nJune 16, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount\nof $28,000 with an original issuance discount of $9,035. Pursuant to the terms of the loan\nagreement, GES agreed to repay the loan in weekly payments of $1,000. As of June 30, 2026,\nthe remaining balance under the loan agreement was $25,000.\n\n \n\nEasterly\nAdvances\n\n \n\n●\nOn March 19, 2026, GES received a cash advance from Easterly\nin the amount of $25,000.\n\n \n \n\n●\nOn March 26, 2026, GES received a cash advance from Easterly\nin the amount of $111,000.\n\n \n \n\n●\nOn March 27, 2026, GES received a cash advance from Easterly\nin the amount of $50,000.\n\n \n \n\n●\nOn April 8, 2026, GES received a cash advance from Easterly\nin the amount of $60,000.\n\n \n \n\n●\nOn April 14, 2026, GES received a cash advance from Easterly\nin the amount of $50,000.\n\n \n \n\n●\nOn April 29, 2026, GES received a cash advance from Easterly\nin the amount of $50,000.\n\n \n \n\n●\nOn May 15, 2026, GES received a cash advance from Easterly\nin the amount of $100,000.\n\n \n \n\n●\nOn June 17, 2026, GES received a cash advance from Easterly\nin the amount of $350,000.\n\n \n \n\n●\nOn June 29, 2026, GES received a cash advance from Easterly\nin the amount of $350,000.\n\n \n\nManagement’s plans are intended to allow the Company to\ncontinue operations and further advance its acquisition plans. However, management cannot give assurance that such plans will\nbe implemented, will mitigate the conditions giving rise to substantial doubt, or will be successful in the near term or on terms advantageous to us, or at all. Should we not be successful in our\nbusiness plans or obtain additional financing, we would need to curtail certain or all of our operating activities.\n\n \n\nThe\naccompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be\nno assurance that management will be successful in implementing its business plan or that the successful implementation of such business\nplan will actually improve our operating results.\n\n \n\n****\n\n**Results of continued operations for the Year ended\nDecember 31, 2025 compared to the Year ended December 31, 2024.**\n\n \n\n*Total Operating Expenses.* Total\noperating expenses for the Year ended December 31, 2025 were $338,779, compared to $286,248 for the Year ended December 31, 2024, representing\nan increase of $52,531, or 18%, principally due to reasons discussed below.\n\n \n\n \n●\nSalaries and Benefits.\nSalaries and benefits expense totaled $170,008 for the year ended December 31, 2025, compared to $117,514 for the year ended December\n31, 2024, representing an increase of $52,494, or 45%. The increase was primarily attributable to changes in director compensation\nimplemented during the fourth quarter of 2024 in accordance with amended employment agreements, which continued throughout the year\nended December 31, 2025. By comparison, salaries and benefits expense for the year ended December 31, 2024, reflected a period of\nlower director compensation.\n\n \n \n \n\n \n●\nMarketing and Advertising.\nFor the Year ended December 31, 2025, we incurred marketing and advertising expenses of $nil, compared to $38,388 for the Year ended\nDecember 31, 2024, representing a decrease of $38,388, or 100%. The decrease was primarily attributable to the intention to end its\noperations upon the closing of the Easterly deal.\n\n \n\n24\n\n \n\n \n\n \n●\nProfessional Fees.\nProfessional fees for the Year ended December 31, 2025, totaled $168,469, compared to $120,620 for the Year ended December 31, 2024,\nrepresenting an increase of $47,849, or 40%. The increase was primarily attributable to the cost increase incurred from accounting\nand auditing service provided during the year ended December 31, 2025.\n\n \n \n \n\n \n●\nGeneral and Administrative.\nFor the Year ended December 31, 2025, we incurred general and administrative expenses of $302, compared to $9,726 for the Year ended\nDecember 31, 2024, representing an increase of $9,424, or 97%. The decrease was primarily attributable to lower administrative incurred\nduring 2025 compared to the prior year.\n\n \n\n*Net\nLoss from continued operations.* Net loss for the Year ended December 31, 2025 and 2024 was $1,077,115 and $1,059,440, respectively.\nThe increase in net loss of $17,675, or 2%, was due primarily to the reasons stated above.\n\n \n\n**Results of discontinued operations for the Year\nended December 31, 2025 compared to the Year ended December 31, 2024.**\n\n \n\n*Revenues.*Revenues for the Year ended December 31, 2025 were $1,930,622, compared to $1,273,504 for the Year ended December 31, 2024, representing\nan increase of $657,118, or 52%. The majority of our clients hold elections on a three-Year cycle. This increase in revenues was due\nprimarily to more elections held during the Year ended December 31, 2025 as compared to the Year ended December 31, 2024.\n\n \n\n*Total\nOperating Expenses.* Total operating expenses for the Year ended December 31, 2025 were $2,128,320, compared to $1,222,626 for the\nYear ended December 31, 2024, representing an increase of $905,694, or 74%, principally due to reasons discussed below.\n\n \n\n \n●\nSalaries\nand Benefits. Salaries and benefits expense totaled $556,015 for the year ended December 31, 2025, compared to $297,151 for the\nyear ended December 31, 2024, representing an increase of $258,864, or 87%. The increase was primarily attributable to changes in\ndirector compensation implemented during the fourth quarter of 2024 in accordance with amended employment agreements, which continued\nthroughout the year ended December 31, 2025. By comparison, salaries and benefits expense for the year ended December 31, 2024, reflected\na period of lower director compensation.\n\n \n \n \n\n \n●\nMarketing\nand Advertising. For the Year ended December 31, 2025, we incurred marketing and advertising expenses of $192,852, compared to\n$151,209 for the Year ended December 31, 2024, representing a decrease of $41,643, or 28%. The increase was primarily attributable\nto modestly higher marketing spent and promotion aimed at supporting the ongoing special elections efforts in 2025.\n\n \n \n \n\n \n●\nSoftware\nand Development. We incurred software development expenses of $20,527 in the Year ended December 31, 2025, compared to $7,586\nin the Year ended December 31, 2025, representing an increase of $12,941, or 171%. The increase was primarily attributable to costs\nassociated with maintaining our platform.\n\n \n\n \n●\n\nProfessional Fees. Professional\nfees for the Year ended December 31, 2025, totaled $349,309, compared to $183,512 for the\nYear ended December 31, 2024, representing an increase of $165,797, or 79%. This increase\nwas primarily due to an increase in accounting and legal service fees during the Year ended\nDecember 31, 2025, compared to the Year ended December 31, 2024, primarily attributable to\nLegal costs associated with the subsequent acquisition of GES.\n\n \n \n \n\n \n●\n\nGeneral and Administrative.\nFor the Year ended December 31, 2025, we incurred general and administrative expenses of\n$347,336, compared to $178,701 for the Year ended December 31, 2024, representing an increase\nof $168,635, or 94%. The increase relates to expenses incurred as a result of the hiring\nof additional staff to assist with the special elections held during the Year ended December\n31, 2025.\n\n \n \n \n\n \n●\nPrinting.\nWe incurred printing costs of $662,281 in the Year ended December 31, 2025, compared to $404,467 in the Year ended December 31, 2024,\nrepresenting a decrease of $257,814, or 64%. The increase relates to expenses incurred in connection with the special elections held\nduring the Year ended December 31, 2025.\n\n \n\n*Net Loss(income)from discontinued\noperation.* Net loss for the Year ended December 31, 2025 was $197,698 and net income for the year ended December 31, 2024 was\n$50,878. The increase in net loss of $248,576, or 489%, was due primarily to the reasons stated above.\n\n \n\nCritical\nAccounting Policies\n\n \n\nOur\nfinancial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States\nof America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect\nthe reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s\napplications of accounting policies. Our critical accounting policies include revenue recognition, valuation of convertible promissory\nnotes and related warrants, stock and stock option compensation, estimates, and derivative financial instruments.\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in accordance U.S. GAAP and include the accounts of GAHI and its wholly\nowned and majority owned subsidiaries, GES and GAHI Acquisition Corp. All significant intercompany accounts and transactions have been\neliminated in consolidation.\n\n \n\n25\n\n \n\n \n\nRevenue\nRecognition\n\n \n\nWe\nrecognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification\n(“ASC”) 606, *Revenue From Contracts with Customers.* We earn revenues through various services we provide to our clients.\nGES’s income is recognized at the presentation date of the certification of the election results. The payments received in advance\nare recorded as deferred revenue on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized\nas revenue.\n\n \n\nOur\nrevenue recognition policies comply with SEC revenue recognition rules and the FASB’s ASC 606-10-S65-1. We earn revenues through\nvarious services we provide to our clients. GES’s income is recognized at the presentation date of the certification of the election\nresults. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not proceed, all\nnon-refundable deferred revenue will be recognized as revenue.\n\n \n\nConvertible\nDebt\n\n \n\nConvertible\ndebt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. We record a beneficial conversion feature\n(“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money\nwhen issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments\nis recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible\ninstrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. We calculate\nthe fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions\nused for valuing stock options, except that the contractual life of the warrant is used.\n\n \n\nUnder\nthese guidelines, we allocate the value of the proceeds received from a convertible debt transaction between the conversion feature and\nany other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants\nare recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.\n\n \n\nWe\naccount for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible\ndebt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the\nassociated debt instrument when the modification does not result in a debt extinguishment.\n\n \n\nDerivative\nFinancial Instruments\n\n \n\nWe\nevaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.\nFor derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair\nvalue and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. We use the\nBlack-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such\ninstruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.\n\n \n\nShare-Based\nCompensation\n\n \n\nWe\nrecord stock-based compensation in accordance with FASB ASC Topic 718, *Compensation – Stock Compensation*. FASB ASC Topic\n718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize\nthe expense over the requisite service period. We recognize in the statement of operations the grant-date fair value of stock options\nand other equity-based compensation issued to employees and non-employees.\n\n \n\n26\n\n \n\n \n\nRecent\nAccounting Pronouncements\n\n \n\n**ASU\n2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:** In November 2023, the Financial Accounting\nStandards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, *Segment Reporting (Topic\n280): Improvements to Reportable Segment Disclosures*, which improves reportable segment disclosure requirements, primarily through\nenhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal\nyears beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption\npermitted. The Company has adopted this pronouncement for the fiscal year beginning July 1, 2024, which did not result in a material\nimpact on its consolidated financial statements.\n\n \n\n**ASU\n2023-09 – Improvements to Income Tax Disclosures (Topic 740):**In December 2023, the FASB issued ASU 2023-09, *Income\nTaxes (Topic 740): Improvements to Income Tax Disclosures*, which requires greater disaggregation of income tax disclosures related\nto the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024. Early\nadoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective\nbasis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial\nstatements and disclosures.\n\n \n\n**ASU\n2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40**): In November 2024, the FASB issued disaggregation\nof Income Statement Expenses (ASU 2024-03), which will require tabular disclosure of certain operating expenses disaggregated into categories,\nsuch as purchase of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for annual\nreporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of\nthis standard.\n\n \n\nManagement does not believe\nthat any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements.\nAs new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.\n\n \n\nOff-Balance\nSheet Arrangements\n\n \n\nWe\ndo not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that\nwould be expected to have a material current or future effect upon our financial condition or results of operations."}