{"url_path":"/sec/cik-0001138724/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**","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":15679,"has_tables":true,"body_markdown":"**ITEM\n8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**\n\n \n\n**Global\nArena Holding, Inc. and Subsidiaries**\n\n**Index\nto the Financial Statements**\n\n \n\n \n**Page**\n\n \n \n\n**Report\nof Independent Registered Public Accounting Firm:**\n29\n\n \n \n\nReport\nof Raul Carrega, CPA, PCAOB #1939\n \n\n \n \n\n**Consolidated\nFinancial Statements:**\n \n\n \n \n\n[Consolidated\nBalance Sheets as of December 31, 2025 and 2024](#F_002)\n31\n\n \n \n\n[Consolidated\nStatements of Operations for the Years Ended December 31, 2025 and 2024](#F_003)\n32\n\n \n \n\n[Consolidated\nStatements of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024](#F_004)\n33\n\n \n \n\n[Consolidated\nStatements of Cash Flows for the Years Ended December 31, 2025 and 2024](#F_005)\n34\n\n \n \n\n[Notes\nto Consolidated Financial Statements](#F_006)\n35\n\n \n\n28\n\n \n\n \n\n \n\n**Raul\nCarrega**\n\nCertified\nPublic Accountants\n\n215\n62nd Street\n\nNewport\nBeach, CA 92663\n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and\n\nStockholders\nof Global Arena Holding, Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of Global Arena Holding, Inc. and Subsidiaries (“the Company”)\nas of December 31, 2025, and 2024, and the related consolidated statements of operations, changes in shareholders’ deficit, and\ncash flows for years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial\nstatements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the\nresults of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles\ngenerally accepted in the United States of America.\n\n \n\n**Explanatory Paragraph Regarding Going Concern**\n\n \n\nThe accompanying consolidated financial\nstatements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial\nstatements, the Company has generated recurring losses from operations and negative cash flows from operations, has an accumulated deficit,\nlimited liquidity, and certain debt obligations were in default as of December 31, 2025. Management has concluded that these conditions\nraise substantial doubt about the Company’s ability to continue as a going concern, and such substantial doubt has not been alleviated.\nManagement’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any\nadjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial\nstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United\nStates) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n \n\n29\n\n \n\n \n\n**Critical\nAudit Matters**\n\n \n\nThe critical audit matter communicated below is a matter arising from the\ncurrent period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:\n(1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective,\nor complex auditor judgment. The communication of the critical audit matter does not alter in any way our opinion on the financial statements,\ntaken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit\nmatter or on the accounts or disclosures to which it relates.\n\n \n\nGoing\nConcern\n\n \n\nAs described in Note 1 to the consolidated financial\nstatements, the Company has generated recurring losses from operations and cash flow deficits from operations since inception, has had\nto continually borrow to continue operating, has limited liquidity, and certain of the Company’s debt was in default as of December\n31, 2025. Management has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going\nconcern, and such substantial doubt has not been alleviated. The Company’s continued operations are dependent upon its ability to\nraise additional capital, obtain additional financing, complete debt settlement or other strategic transactions, and/or acquire or develop\na business that generates sufficient positive cash flows from operations.\n\n \n\nWe identified the Company’s ability to continue\nas a going concern as a critical audit matter because evaluating management’s going-concern assessment involved especially challenging\nauditor judgment. In particular, the evaluation required assessing the reasonableness of management’s cash-flow assumptions, the\nCompany’s ability to raise additional capital or obtain additional financing, the status and impact of debt defaults, the support\nfor management’s planned financing, debt settlement, and strategic transactions, and whether management’s plans and related\nuncertainties were appropriately reflected in the consolidated financial statement disclosures.\n\n \n\nOur audit procedures related to management’s going-concern assessment\nincluded, among others, evaluating management’s cash-flow forecast, testing the mathematical accuracy of the forecast, comparing\nforecast assumptions to historical results and subsequent-period activity, evaluating the Company’s debt obligations and default\nstatus, inspecting evidence related to financing arrangements and subsequent capital-raising activities, evaluating evidence related to\ndebt settlement and other strategic plans, considering positive and negative evidence impacting management’s plans, and assessing\nwhether the disclosures in Note 1 were consistent with the audit evidence obtained.\n\n \n\n*/s/\nRaul Carrega*\n\nRaul\nCarrega, CPA\n\n \n\nWe\nhave served as the Company’s auditor since 2017.\n\n \n\nNewport\nBeach, CA\n\nAugust 11, 2026 \n\nPCAOB\n# 1939\n\n \n\n30\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**(Audited)**\n\n \n\n  \nDecember\n31, 2025  \nDecember\n31, 2024 \n\nASSETS \n    \n   \n\nCurrent Assets: \n    \n   \n\nCash and cash\nequivalents \n$83,080  \n$13,415 \n\n  \n    \n   \n\nTotal\ncurrent assets \n 83,080  \n 13,415 \n\n  \n    \n   \n\nEquity Investments \n 705,000  \n 705,000 \n\nAssets held for sale \n 323,163  \n 52,498 \n\nTOTAL ASSETS \n 1,111,243  \n 770,913 \n\n  \n    \n   \n\nLIABILITIES\nAND STOCKHOLDERS’ DEFICIT \n    \n   \n\nCurrent Liabilities: \n    \n   \n\nAccounts payable \n$412,656  \n$437,583 \n\nAccrued expenses \n 5,565,922  \n 4,882,019 \n\nConvertible promissory\nnotes payable, net of debt discount of $1,905 and $26,390, respectively \n 5,907,601  \n 4,857,865 \n\nPromissory notes payable \n 401,050  \n 495,719 \n\nDerivative\nliability \n 12,075  \n 20,799 \n\nTotal\ncurrent liabilities \n 12,299,304  \n 10,693,985 \n\n  \n    \n   \n\nSTOCKHOLDERS’\nDEFICIT \n    \n   \n\nGlobal Arena Holding, Inc. \n    \n   \n\nPreferred stock, $0.001 par value per share;\n2,000,000 shares authorized; \n    \n   \n\nSeries B preferred stock;\n250,000 shares authorized; 49,202 and 49,202 issued and outstanding, respectively \n 49  \n 49 \n\nSeries C preferred stock;\n750,000 shares authorized 480,000 and 480,000 issued and outstanding, respectively \n 480  \n 480 \n\nPreferred stock value \n 480  \n 480 \n\nCommon stock, $0.001 par\nvalue per share; 4,000,000,000 shares authorized; 1,695,351,226 and 1,695,351,226 shares issued and outstanding, respectively \n 1,695,351  \n 1,695,351 \n\nAdditional paid-in capital \n 21,920,784  \n 21,910,960 \n\nAccumulated\ndeficit \n (34,781,683) \n (33,506,870)\n\nTotal Global Arena Holding,\nInc. stockholders’ deficit \n (11,165,019) \n (9,900,030)\n\nNoncontrolling\ninterest \n (23,042) \n (23,042)\n\nTotal\nstockholders’ deficit \n (11,188,061) \n (9,923,072)\n\nTOTAL\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n$1,111,243  \n$770,913 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements\n\n \n\n31\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n**(Audited)**\n\n \n\n  \n2025  \n2024 \n\n  \nYears\nEnded December 31, \n\n  \n2025  \n2024 \n\nOperating expenses: \n    \n   \n\nSalaries and benefits \n 170,008  \n 117,514 \n\nMarketing and advertising \n -  \n 38,388 \n\nProfessional fees \n 168,469  \n 120,620 \n\nGeneral and administrative \n 302  \n 9,726 \n\nTotal\noperating expenses \n 338,779  \n 286,248 \n\nLoss\nfrom continuing operations \n (338,779) \n (286,248)\n\nOther expenses: \n    \n   \n\nInterest expense and financing\ncosts \n (739,460) \n (842,201)\n\n  \n    \n   \n\nOther income (expense) \n (7,600) \n 3,500 \n\nLitigation fee \n -  \n (85,211)\n\nGain on settlement of debt \n -  \n 162,381 \n\nChange\nin fair value of derivative liability \n 8,724  \n (11,661)\n\nTotal\nother expenses \n (738,336) \n (773,192)\n\n  \n    \n   \n\nLoss from continuing\noperations before income taxes \n (1,077,115) \n (1,059,440)\n\n  \n    \n   \n\nProvision\nfor income taxes \n -  \n - \n\n  \n    \n   \n\nIncome(Loss) from discontinued operations, net of income taxes \n \n(197,698\n) \n \n50,878\n \n\n  \n    \n   \n\nNet Loss \n (1,274,813) \n (1,008,562)\n\n  \n    \n   \n\nNet\nloss attributed to noncontrolling interest \n -  \n - \n\n  \n    \n   \n\nNet\nloss attributed to Global Arena Holding, Inc. \n$(1,274,813) \n$(1,008,562)\n\n  \n    \n   \n\nWeighted average shares\noutstanding - basic and diluted \n 1,695,351,226  \n 1,521,829,368 \n\n  \n    \n   \n\nContinuing operations \n \n(0.00\n) \n (0.00)\n\n**Discontinued operations** \n (0.00) \n 0.00 \n\nLoss\nper share - basic and diluted \n$(0.00) \n$(0.00)\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\n32\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF STOCKHOLDERS’ DEFICIT**\n\n**(Audited)**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit  \nInterest  \nDeficit \n\n  \nSeries\nB Preferred Stock  \nSeries\nC Preferred Stock  \nCommon\nStock  \nAdditional\nPaid-in  \nAccumulated  \nTotal\nGlobal Stockholders’  \nNon-controlling  \nTotal\nStockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit  \nInterest  \nDeficit \n\nBalance,\nDecember 31, 2024 \n 49,202  \n$49  \n 480,000  \n$480  \n 1,695,351,226  \n$1,695,351  \n$21,910,960  \n$(33,506,870) \n$(9,900,030) \n$(23,042) \n$(9,923,072)\n\nAllocated value of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n 9,824  \n -  \n 9,824  \n -  \n 9,824 \n\nNet\nloss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (1,274,813) \n (1,274,813) \n -  \n (1,274,813)\n\nBalance, December 31,\n2025 \n 49,202  \n$49  \n 480,000  \n$480  \n 1,695,351,226  \n$1,695,351  \n$21,920,784  \n$(34,781,683) \n$(11,165,019) \n$(23,042) \n$(11,188,061)\n\n \n\n  \nSeries\nB Preferred Stock  \nSeries\nC Preferred Stock  \nCommon\nStock  \nAdditional\nPaid-in  \nAccumulated  \nTotal\nGlobal Stockholders’  \nNon-controlling  \nTotal\nStockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit  \nInterest  \nDeficit \n\nBalance,\nDecember 31, 2023 \n 49,202  \n$49  \n 480,000  \n$480  \n 1,221,223,807  \n$1,221,223  \n$22,195,411  \n$(32,498,308) \n$(9,081,145) \n$(23,042) \n$(9,104,187)\n\nBalance \n 49,202  \n$49  \n 480,000  \n$480  \n 1,221,223,807  \n$1,221,223  \n$22,195,411  \n$(32,498,308) \n$(9,081,145) \n$(23,042) \n$(9,104,187)\n\nIssuance of common stock\nfor convertible debt and accrued interest \n -  \n -  \n -  \n -  \n 474,127,419  \n 474,128  \n (333,355) \n -  \n 140,773  \n -  \n 140,773 \n\nAllocated value of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n 44,904  \n -  \n 44,904  \n -  \n 44,904 \n\nInvestment from Director \n -  \n -  \n -  \n -  \n -  \n -  \n 4,000  \n -  \n 4,000  \n -  \n 4,000 \n\nNet\nloss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (1,008,562) \n (1,008,562) \n -  \n (1,008,562)\n\nBalance, December 31,\n2024 \n 49,202  \n$49  \n 480,000  \n$480  \n 1,695,351,226  \n$1,695,351  \n$21,910,960  \n$(33,506,870) \n$(9,900,030) \n$(23,042) \n$(9,923,072)\n\nBalance \n 49,202  \n$49  \n 480,000  \n$480  \n 1,695,351,226  \n$1,695,351  \n$21,910,960  \n$(33,506,870) \n$(9,900,030) \n$(23,042) \n$(9,923,072)\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\n33\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**(Audited)**\n\n \n\n  \n2025  \n2024 \n\n  \nYears\nEnded December 31, \n\n  \n2025  \n2024 \n\nOPERATING ACTIVITIES: \n    \n   \n\nNet loss \n$(1,274,813) \n$(1,008,562)\n\nNet income(loss) from discontinued operation \n \n(197,698\n) \n \n50,878\n \n\nNet loss from continuing operation \n \n(1,077,115\n) \n \n(1,059,440\n)\n\nAdjustments to reconcile\nnet loss to net cash used in operating activities: \n    \n   \n\nAmortization of debt discount \n 89,486  \n 121,257 \n\nChange in fair value of\nderivative liability \n (8,724) \n 11,661 \n\nNon-cash expense associated\nwith warrant \n 9,824  \n 44,904 \n\nChange in assets and liabilities: \n    \n   \n\nAccounts payable \n (24,927) \n 94,211 \n\nAccrued\nexpenses \n 683,903  \n 355,506 \n\nNet cash used continuing operations \n \n(327,553\n) \n \n(431,901\n)\n\nNet cash used in by discontinued operations \n \n(196,186\n) \n \n50,878\n \n\nNet\ncash used in operating activities \n$(523,739) \n$(381,023)\n\n  \n    \n   \n\nINVESTING ACTIVITIES: \n    \n   \n\nElection Hardware \n (13,687) \n - \n\nEquity investment \n -  \n (138,850)\n\nInternal\nuse software \n (258,490) \n (52,498)\n\nNet cash used continuing operations \n -  \n \n(138,850\n)\n\nNet cash used in by discontinued operations \n \n(272,177\n) \n \n(52,498\n)\n\nNet\ncash used in investing activities \n$(272,177) \n$(191,348)\n\n  \n    \n   \n\nFINANCING ACTIVITIES: \n    \n   \n\nProceeds from convertible\npromissory notes payable \n 1,555,000  \n 934,850 \n\nProceeds from promissory\nnotes payable \n 90,250  \n 369,130 \n\nRepayment of convertible\npromissory notes payable \n (547,250) \n (389,251)\n\nRepayment of promissory\nnotes payable \n (232,419) \n (354,535)\n\nInvestment\nfrom director \n -  \n 4,000 \n\nNet cash provided by continuing operations \n \n865,581\n  \n \n553,774\n \n\nNet cash provided by discontinued operations \n -  \n \n10,420\n \n\nNet\ncash provided by financing activities \n$865,581  \n$564,194 \n\n  \n    \n   \n\n**CASH AND CASH EQUIVALENTS, BEGINNING BALANCE** \n \n13,415\n  \n \n21,592\n \n\nNET INCREASE (DECREASE) IN\nCASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS \n 538,028  \n (16,977)\n\nNET\nINCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED OPERATIONS \n (468,363)  \n 8,800 \n\nCASH\nAND CASH EQUIVALENTS, ENDING BALANCE \n$83,080  \n$13,415 \n\n  \n    \n   \n\nCASH PAID FOR: \n    \n   \n\nInterest \n$-  \n$16,542 \n\nIncome\ntaxes \n$-  \n$- \n\n  \n    \n   \n\nNON-CASH INVESTING AND FINANCING\nACTIVITIES: \n    \n   \n\nAllocated\nvalue of warrants and beneficial conversion features related to debt \n$9,824  \n$44,904 \n\nDebt\nconverted to common stock \n$-  \n$140,773 \n\nOriginal\nissuance discount \n$65,000  \n$122,792 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\n34\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n1 - ORGANIZATION**\n\n \n\nOrganization\nand Business\n\n \n\nGlobal\nArena Holding, Inc. (“GAHI” and together with Global Election Services, Inc. (“GES”), GAHI’s wholly owned\nsubsidiary, the “Company”) was formed in February 2009, in the state of Delaware. Previously, the Company was a financial\nservices firm, but it currently is focusing on the business of GES. GAHI Acquisition Corp., a wholly owned subsidiary of the Company,\nand Tidewater Energy Group Inc., a 51%-owned subsidiary of the Company, have been dormant since 2024. Fortis Industria LLC, a wholly\nowned subsidiary of the Company, has been dormant since 2025.\n\n \n\nGES\nwas formed on February 25, 2015 and provides comprehensive technology-enabled paper absentee/mail ballot and internet election services\nto organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations\nand professional societies, universities, and political organizations. GES has developed proprietary election software for a data storage\nand retrieval registration system to determine voter eligibility and prevent duplicate votes with in-person digital signature capture,\nas well as proprietary election software for scanning/tabulation utilizing advanced optical mark recognition (“OMR”)/optical\ncharacter recognition (“OCR”)/barcode imaging software featuring de-skewing, de-speckling, and image correction. This system\nprovides three types of audit capabilities. The hardware includes high speed optical scanners that are hard lined to a computer with\nall Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking. GES has made investments\nin companies developing blockchain technology for a data storage and retrieval registration system, tabulation of paper absentee/mail\nballots, and internet voting.\n\n \n\nOn\nMarch 25, 2021, the Company entered into a second amended purchase agreement (“APA”) with Election Services Solutions, LLC\n(“Election Services Solutions”). Under the APA, the Company agreed to purchase 100% of the assets of Election Services Solutions\nfor a purchase price of $650,000, of which $511,150 has already been paid, and to issue 40,000,000 common shares to purchase these assets\nunder the APA. GES derives over 80% of its business from Election Services Solutions. On August 2, 2024, the Company issued a convertible\npromissory note in favor of the former owner of Elections Services Solutions to finalize the purchase of GES. The note has a principal\namount of $138,850, bears interest at a rate of 12% per annum and was due on October 15, 2025. As of December 31, 2025, the Company had\nrepaid $10,000 of principal under the note, with an outstanding balance of $128,850.\n\n \n\nOn\nFebruary 27, 2023, the Company acquired 3,000,000 shares of TrueVote Inc. (“TrueVote”), representing 30% of TrueVote’s\noutstanding common stock. In connection therewith, the Company invested $50,000 in a 24-month debenture and issued a 2-year warrant,\nat a conversion price of $0.0012 per share, for 4,500,000 shares of the Company’s common stock.\n\n \n\nTrueVote\nis building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database\nmethodologies, and layered with a “checksum” that is posted on the blockchain, such that all data will be immutable and unalterable.\nThis design is expected to ensure that every vote is transparently counted and verifiable. The TrueVote voting system will be based on\ntraditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data\nis immutable and unalterable.\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\nGoing\nConcern\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\nbeen 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 through\nthe issuance of additional convertible promissory notes and other financing arrangements. Management’s plans are intended to improve\nliquidity and financial flexibility; however, there can be no assurance that the Company will be successful in executing these plans\nand successful execution depends on future events that are not entirely within management’s control.\n\n \n\nThe\naccompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of\nrecorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue\nas a going concern.\n\n \n\n35\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nPrinciples\nof Consolidation\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition\nCorp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.\n\n \n\nReclassification\n\n \n\nThe\nCompany reclassified certain amounts in the Consolidated Statements of Cash Flows in the prior year to conform to the current year’s\npresentation.\n\n \n\nNoncontrolling\nInterest\n\n \n\nThe\nCompany follows ASC Topic 810, *Consolidation,* which governs the accounting for and reporting of non-controlling interests (“NCIs”)\nin partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among\nother things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s\nownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or\nlosses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in\na deficit balance.\n\n \n\nThe\nnet income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations\nand comprehensive loss.\n\n \n\nBasic\nand Diluted Earnings (Loss) Per Share\n\n \n\nEarnings\nper share is calculated in accordance with the ASC 260-10, *Earnings Per Share.* Basic earnings-per-share is based upon the weighted\naverage number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes,\nstock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method,\noptions 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\nobtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive\nshares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.\n\n SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE\n\n  \n2025  \n2024 \n\n  \nDecember\n31, \n\n  \n2025  \n2024 \n\nWarrants \n 1,154,583,333  \n 1,144,083,333 \n\nConvertible notes \n 1,027,991,203  \n 1,240,658,281 \n\nTotal \n 2,182,574,536  \n 2,384,741,614 \n\n \n\nManagement\nEstimates\n\n \n\nThe\npreparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires\nmanagement to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent\nassets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during\nthe reporting periods. Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based\ncompensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.\n\n \n\n36\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nCash\nand Cash Equivalents\n\n \n\nThe\nCompany considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to\nbe cash equivalents.\n\n \n\nConvertible\nDebt\n\n \n\nConvertible\ndebt is accounted for under FASB ASC 470, *Debt – Debt with Conversion and Other Options.* The Company records a beneficial\nconversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable\nrates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for\nthe convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to\nthe carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited\nto additional paid-in capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes\nvaluation method, using the same assumptions used for valuing stock options, except that the contractual life of the warrant is used.\n\n \n\nUnder\nthese guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion\nfeature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and\nwarrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.\n\n \n\nThe\nCompany accounts for modifications of its embedded conversion features in accordance with the ASC which requires the modification of\na convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest\nexpense or the associated debt instrument when the modification does not result in a debt extinguishment.\n\n \n\nDerivative\nFinancial Instruments\n\n \n\nThe\nCompany evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded\nderivatives pursuant to ASC 815, *Derivatives and Hedging*. For derivative financial instruments that are accounted for as liabilities,\nthe derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair\nvalue reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments.\nThe classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated\nat the end of each reporting period.\n\n \n\nRevenue\nRecognition\n\n \n\nThe\nCompany recognizes revenue in accordance with FASB ASC 606, *Revenue From Contracts with Customers*. The Company earns revenues\nthrough various services it provides to its clients. GES’s income is recognized at the presentation date of the certification of\nthe election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not\nproceed, all non-refundable deferred revenue will be recognized as revenue.\n\n \n\n37\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nShare-Based\nCompensation\n\n \n\nThe\nCompany records stock-based compensation in accordance with FASB ASC Topic 718, *Compensation – Stock Compensation*. FASB\nASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and\nrecognize the expense over the requisite service period. The Company recognizes in the statement of operations the grant-date fair value\nof stock options and other equity-based compensation issued to employees and non-employees.\n\n \n\nFair\nValue of Financial Instruments\n\n \n\nFASB\nASC 820*, Fair Value Measurement* defines fair value as the price that would be received upon sale of an asset or paid upon transfer\nof a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market\nfor that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the\nasset or liability, not on assumptions specific to the entity.\n\n \n\nFair\nValue Measurements\n\n \n\nThe\nCompany applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes\na three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.\nThe three levels of valuation hierarchy are defined as follows:\n\n \n\n \n●\nLevel\n1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.\n\n \n●\nLevel\n2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that\nare observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.\n\n \n●\nLevel\n3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.\n\n \n\n*Cash,\naccounts payable and accrued expenses and deferred revenue* – The carrying amounts reported in the consolidated balance sheets\nfor these items are a reasonable estimate of fair value due to their short-term nature.\n\n \n\n*Promissory\nnotes payable and convertible promissory notes payable* – Promissory notes payable and convertible promissory notes payable\nare recorded at amortized cost. The carrying amount approximates their fair value.\n\n \n\nThe\nCompany uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as\ntheir fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative\nliabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in\nresults of operations as adjustments to fair value of derivatives.\n\n \n\n38\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nThe\nfollowing table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December\n31, 2025 and 2024.\n\n SCHEDULE OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES\n\n  \nFair Value  \n  \n\n  \nAs of  \nFair Value Measurements at \n\nDescription \nDecember\n31,\n2025  \nDecember\n31, 2025\nUsing Fair Value Hierarchy \n\n  \n   \nLevel\n1  \nLevel\n2  \nLevel\n3 \n\nDerivative\nliabilities \n$12,075  \n$-  \n$12,075  \n$- \n\n  \n    \n    \n    \n   \n\nTotal \n$12,075  \n$-  \n$12,075  \n$- \n\n \n\n  \nFair Value  \n  \n\n  \nAs of  \nFair Value Measurements at \n\nDescription \nDecember\n31,\n2024  \nDecember\n31, 2024\nUsing Fair Value Hierarchy \n\n  \n   \nLevel\n1  \nLevel\n2  \nLevel\n3 \n\nDerivative\nliabilities \n$20,799  \n$-  \n$20,799  \n$- \n\n‍ \n    \n    \n    \n   \n\nTotal \n$20,799  \n$-  \n$20,799  \n$- \n\n \n\nThe\nCompany measures its derivative liabilities at fair value on a recurring basis in accordance with the fair value hierarchy established\nby U.S. GAAP. Fair value is determined by using valuation techniques that maximize the use of observable inputs and minimize the use\nof unobservable inputs. The Company’s derivative liabilities are classified within Level 2 of the fair value hierarchy because\ntheir fair values are determined using valuation models that incorporate observable market inputs, including the Company’s stock\nprice and other market-based assumptions,\n\nIncome\nTaxes\n\n \n\nThe\nCompany accounts for income taxes in accordance with ASC Topic 740, *Income Taxes*. ASC 740 requires a company to use the asset\nand liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences,\nand deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the\nreported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the\nopinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred\ntax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.\n\n \n\nUnder\nASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained\nin a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that\nis greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test,\nno tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.\n\n \n\nEquity\nInvestments\n\n \n\nThe\nCompany accounts for investment securities in accordance with ASC Topic 323, ASC 323, Investments – Equity Method and Joint Ventures.\nThe company is required to initially record at cost, and subsequently adjust based the investor’s share of the investee’s\nprofits and losses.\n\n \n\nRecently\nIssued Accounting 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\n39\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n3 – EQUITY INVESTMENTS**\n\n \n\nOn\nMarch 25, 2021, the Company entered into the APA with Election Services Solutions. Under the APA, the Company agreed to purchase 100%\nof the assets of Election Services Solutions for a purchase price of $650,000, of which $511,150 has already been paid, and to issue\n40,000,000 common shares to purchase these assets under the APA. GES derives over 80% of its business from Election Services Solutions.\nOn August 2, 2024, the Company issued a convertible promissory note in favor of the former owner of Elections Services Solutions to GES.\nThe note, in the principal amount of $138,850, bears interest at a rate of 12% per annum and was due on October 15, 2025. As of December\n31, 2025, the Company had repaid $10,000 of principal under the note, with an outstanding balance of $128,850.\n\n \n\nOn\nFebruary 27, 2023, the Company acquired 3,000,000 shares of TrueVote, representing 30% of TrueVote’s outstanding common stock.\nIn connection therewith, the Company invested $50,000 in a 24-month debenture and issued a 2-year warrant, at a conversion price of $0.0012\nper share, for 4,500,000 shares of the Company’s common stock.\n\n \n\nTrueVote\nis building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional, proven database\nmethodologies, and layered with a “checksum” that is posted on the blockchain, such that all data will be immutable and unalterable.\nThis design is expected to ensure that every vote is transparently counted and verifiable. The TrueVote voting system will be based on\ntraditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data\nis immutable and unalterable.\n\n \n\n**NOTE\n4 - ACCRUED EXPENSES**\n\n \n\nAccrued\nexpenses at December 31, 2025 and 2024 consisted of the following:\n\n SCHEDULE OF ACCRUED EXPENSES\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nAccrued interest \n$4,109,258  \n$3,655,006 \n\nAccrued compensation \n$1,419,994  \n 1,190,343 \n\nOther accrued expenses \n$36,670  \n 36,670 \n\nAccrued\nexpenses  \n$5,565,922  \n$4,882,019 \n\n \n\n40\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n5 - PROMISSORY NOTES PAYABLE**\n\n \n\nIn\nMarch 2014, the Company issued two promissory notes for a total of $230,000. The interest rate is the short-term applicable federal rate\nas determined by the Internal Revenue Service for the calendar month plus 10%. As of December 31, 2025, the balance on the note was $204,300.\n\n \n\nOn\nApril 25, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $63,750.\nThe Company will repay the Loan in weekly payments of $3,794.65. As of August 29, 2024, the loan has been paid off.\n\n \n\nOn\nJuly 29, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $67,500.\nThe company will repay the Loan in weekly payments of $2,935. As of February 6, 2025, the loan has been paid off.\n\n \n\nOn\nAugust 13, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for $57,200. The company\nwill repay the Loan in weekly payments of $2,119. As of February 25, 2025, the loan has been paid off.\n\n \n\nOn\nJune 13, 2024, Global Election Services, Inc. issued a Promissory Note to a non-affiliate investor for $75,000 as part of a 90 Day Secured\nLoan 10% coupon, convertible at an $8 million valuation, with a maturity date of October 15, 2025. As of December 31, 2025, the balance\non the note was $75,000.\n\n \n\nOn\nNovember 21, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $71,250.\nThe company will repay the Loan in weekly payments of $2,850. The loan has been paid off as of June 30, 2025.\n\n \n\nOn\nJune 4, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount\nof $87,000. Pursuant to the terms of the promissory note, the Company agreed to make 28 weekly payments in the amount of $3,107 to the\ninvestor. There is no pre-payment penalty. The loan has been paid off as of December 31, 2025.\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 December 31, 2025, the outstanding principal balance of the promissory note was $21,750.\n\n \n\n41\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n6 - CONVERTIBLE PROMISSORY NOTES PAYABLE**\n\n \n\nOn\nMarch 10, 2023, Global Election Services issued a convertible note to a non-affiliate investor for a secured Original Discount Convertible\nPromissory Note with an investor for the amount of $32,500. The note bears 12% interest and can convert at a $5,000,000 valuation, with\na maturity of October 15, 2025. As of December 31, 2025, the balance on the note was $25,500.\n\n \n\nOn\nApril 11, 2023, Global Election Services, Inc. issued a convertible promissory note to a non-affiliate investor in the principal amount\nof $15,000. The note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock\nat a $5,000,000 valuation. As of December 31, 2025, the balance on the note was $15,000.\n\n \n\nOn\nMay 18, 2023, the Company issued an unsecured Convertible Promissory Note to a non-affiliate investor in the principal amount of $20,000.\nThe note bears 12% interest and matured on December 31, 2025. The note can be converted to the Company’s common stock at $0.001\nper share. As of December 31, 2025, the balance on the note was $20,000.\n\n \n\nOn\nJune 6, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note of $20,000 to a non-affiliate investor.\nThe note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40\nper share. The remaining balance was $5,000 as of December 31, 2025.\n\n \n\nOn\nJune 7, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note to a non-affiliate investor of $10,000.\nThe note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40\nper share. As of December 31, 2025, the balance on the note was $10,000.\n\n \n\nOn\nJune 14, 2023, Global Election Services, Inc. issued an unsecured convertible promissory note to a non-affiliate investor for $30,000.\nThe note bears 12% interest and matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.40\nper share. As of December 31, 2025, the balance on the note was $30,000.\n\n \n\nOn\nJuly 7, 2023, Global Election Services, Inc. issued a secured original convertible promissory note to a non-affiliate investor for $57,500,\nwith an original discount amount of $7,500. The note bears 12% interest and matured on October 15, 2025. The note can be converted into\nthe Company’s common stock at $0.40 per share. As of December 31, 2025, the balance on the note was $57,500.\n\n \n\nOn\nAugust 4, 2023, Global Election Services, Inc. issued a second original discount convertible promissory note to a non-affiliate investor\nfor $30,000, with an original discount amount of $5,000. The Note bears 12% interest and matured on October 15, 2025. The Note can be\nconverted into the Company’s common stock at $0.040 per share. The loan has been paid off as of Dec 31, 2024.\n\n \n\nOn\nSeptember 15, 2023, Global Election Services, Inc. issued a secured Original Discount Convertible Promissory Note to a non-affiliate\ninvestor for $15,500, with an original discount amount of $5,000. The Note bears 12% interest and matured on October 15, 2025. The Note\ncan be converted into the Company’s common stock at $0.040 per share. As of December 31, 2025, the balance on the note was $15,500.\n\n \n\nOn\nOctober 24, 2023, Global Election Services, Inc. issued a secured Original Discount Convertible Promissory Note to a non-affiliate investor\nfor $25,000, with an original discount amount of $5,000. The Note bears 12% interest and matured on October 15, 2025. The Note can be\nconverted into the Company’s common stock at $0.040 per share. As of December 31, 2025, the balance on the note was $25,000.\n\n \n\nOn\nDecember 6, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor of $10,000.\nThe Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. As of December 31, 2025,\nthe balance on the note was $10,000.\n\n \n\nOn\nDecember 12, 2023, Global Election Services Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $20,000.\nThe Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. As of December 31, 2025,\nthe balance on the note was $20,000.\n\n \n\nOn\nDecember 13, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $30,000.\nThe Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. As of December 31, 2025,\nthe balance on the note was $30,000.\n\n \n\nOn\nDecember 28, 2023, Global Election Services, Inc. issued an unsecured Convertible Promissory Note to a non-affiliate investor for $20,000.\nThe Note bears 12% interest and is convertible at a $12.5 million valuation and matured on October 15, 2025. The loan has been paid off\nas of June 30, 2025.\n\n \n\nOn\nJanuary 25, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount\nof $15,000 with an annual interest rate of 12% to a non-affiliate convertible at a $12.5 million valuation, with a maturity date of October\n15, 2025. As of December 31, 2025, the balance on the note was $15,000.\n\n \n\n42\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)**\n\n \n\nOn\nFebruary 7, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount\nof $15,000 with an annual interest of 12% to a non-affiliate at a $12.5 million valuation, with a maturity date of October 15, 2025.\nAs of December 31, 2025, the balance on the note was $15,000.\n\n \n\nOn\nFebruary 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount\nof $10,000 with an annual interest rate of 12% convertible at a $12.5 million valuation with a maturity date of October 15, 2025. As\nof December 31, 2025, the balance on the note was $10,000.\n\n \n\nOn\nMarch 15, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to a non-affiliate investor in the principal amount\nof $20,000 with an annual interest rate of 12% and a maturity date of October 15, 2025. As of March 15, 2025, the Convertible Promissory\nNote has been paid back in full.\n\n \n\nOn\nJuly 19, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to an affiliated investor in the principal amount\nof $25,000 with an annual interest rate of 12% with a maturity date of October 15, 2025. The loan has been paid off as of December 31,\n2025.\n\n \n\nOn\nAugust 2, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $20,000 to a non-affiliate\ninvestor. The Note bears 12% interest and is convertible at $0.16 per share, and matured on October 15, 2025. As of December 31, 2025,\nthe balance on the note was $10,000.\n\n \n\nOn\nAugust 2, 2024, in connection with the purchase of Election Services Solutions, the Company issued a convertible promissory note in favor\nof an investor to pay off the remaining balance of the investment. The note is in the principal amount of $138,850, bears 12% interest\nand matured on October 15, 2025. The note can be converted into the Company’s common stock at $0.16 per share. As of December 31,\n2025, the outstanding principal balance of the promissory note was $128,850.\n\n \n\nOn\nOctober 2, 2024, the Company received $250,000 from the issuance of a Convertible Promissory Note to a non-affiliate investor. The Note\nbears 15% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $250,000.\n\n \n\nOn\nDecember 13, 2024, the Company received $100,000 from the issuance of a Convertible Promissory Note to a non-affiliate investor. The\nNote bears 15% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $100,000.\n\n \n\nOn\nDecember 19, 2024, the Company received $170,000 from the issuance of a Convertible Promissory Note to a non-affiliate investor. The\nNote bears 15% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $170,000.\n\n \n\nOn\nDecember 6, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $12,000 to a non-affiliate\ninvestor. The Note bears 12% interest and is convertible at a $9,375,000 valuation, and matured on October 15, 2025. The loan has been\npaid off as of December 31, 2024.\n\n \n\nOn\nDecember 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $10,000 to a non-affiliate\ninvestor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matured on October 15, 2025. As of January 17, 2025,\nGlobal Election Services, Inc. has repaid this note in full.\n\n \n\nOn\nDecember 9, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $10,000 to a non-affiliate\ninvestor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matured on October 15, 2025. The loan has been paid\noff as of March 31, 2025.\n\n \n\nOn\nDecember 10, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $30,000 to a non-affiliate\ninvestor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matured on October 15, 2025. The loan has been paid\noff as of June 30, 2025.\n\n \n\n43\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)**\n\n \n\nOn\nDecember 31, 2024, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $7,500 to a non-affiliate\ninvestor. The Note bears 12% interest, is convertible at a $9,375,000 valuation, and matures on October 15, 2025. This note was repaid\nin full on March 19, 2025.\n\n \n\nOn\nJanuary 31, 2025, the Company received $200,000 from the issuance of a Convertible Promissory Note to a non-affiliated investor. The\nNote bears 12% interest and matured on October 15, 2025. As of December 31, 2025, the balance on the note was $200,000.\n\n \n\nOn\nFebruary 19, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $115,000 with an OID\nof $15,000 to a non-affiliate. The Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025.\nAs of December 31, 2025, the balance on the note was $115,000.\n\n \n\nOn\nMarch 10, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $7,500 to a non-affiliate.\nThe Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025. As of March 19, 2025, Global Election\nServices, Inc. has repaid this note in full. This Note was repaid in full on April 24, 2025.\n\n \n\nOn\nMarch 12, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of $22,500 to a non-affiliate.\nThe Note bears 12% interest, is convertible at a $9,375,000 valuation and matured on October 15, 2025. As of December 31, 2025, the balance\non the note was $25,000.\n\n \n\nOn\nMarch 12, 2025, Global Election Services, Inc. issued an Original Issue Discount Convertible Promissory Note in the principal amount\nof $27,500 with an OID of $2,500 to a non-affiliate. The Note bears 12% interest, is convertible at a $9,375,000 valuation and matured\non October 15, 2025. As of December 31, 2025, the balance on the note was $27,500.\n\n \n\nOn\nApril 21, 2025, the Company issued a convertible promissory note in the original principal amount of $400,000 in favor of a non-affiliated\ninvestor. The note bears 12% interest and matured on October 15, 2025. There is no pre-payment penalty. As of December 31, 2025, the\noutstanding principal balance of the promissory note was $400,000.\n\n \n\nOn\nJune 30, 2025, the Company issued a convertible promissory note in the original principal amount of $400,000 in favor of a non-affiliated\ninvestor. The note bears 12% interest and matured on October 15, 2025. There is no pre-payment penalty. As of December 31, 2025, the\noutstanding principal balance of the promissory note was $400,000.\n\n \n\nOn\nAugust 22, 2025, the Company issued a convertible promissory note in the original principal amount of $150,000 in favor of a non-affiliated\ninvestor. The note bears 12% interest and matured on October 15, 2025. There is no pre-payment penalty. As of December 31, 2025, the\noutstanding principal balance of the promissory note was $150,000.\n\n \n\nOn\nOctober 29, 2025, the Company issued a convertible promissory note in the original principal amount of $100,000 in favor of a non-affiliated\ninvestor. The note bears 12% interest and matures on April 1, 2026. There is no pre-payment penalty. As of December 31, 2025, the outstanding\nprincipal balance of the promissory note was $100,000.\n\n \n\nOn\nDecember 1, 2025, the Company issued a convertible promissory note in the original principal amount of $150,000 in favor of a non-affiliated\ninvestor. The note bears 12% interest and matures on May 1, 2026. There is no pre-payment penalty. As of December 31, 2025, the outstanding\nprincipal balance of the promissory note was $150,000.\n\n SCHEDULE OF CONVERTIBLE PROMISSORY NOTES PAYABLE\n\n  \nDecember\n31,  \nDecember\n31, \n\n  \n2025  \n2024 \n\nConvertible\npromissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from\n$0.001 to $0.03 per share. Maturity dates through December 31, 2025, as amended. ($4,392,049 in default) \n$4,642,049  \n$3,577,044 \n\nConvertible\npromissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount\nfrom the lowest trade price in the 20-25 trading days prior to conversion (as of December 31, 2025 the conversion price would be\n$0.001 per share). Maturity dates through December 31, 2025, as amended. ($190,784 in default) \n 190,784  \n 190,784 \n\nConvertible\npromissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through December 31, 2025,\nas amended. ($1,076,673 in default) \n 1,076,673  \n 1,116,427 \n\nTotal\nconvertible promissory notes payable \n 5,909,506  \n 4,884,255 \n\nUnamortized\ndebt discount \n$(1,905) \n (26,390)\n\nConvertible\npromissory notes payable, net discount \n$5,907,601  \n$4,857,865 \n\nLess\ncurrent portion \n (5,907,601) \n (4,857,865)\n\nLong-term\nportion \n$-  \n$- \n\n \n\n44\n\n \n\n** **\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)**\n\n \n\n SCHEDULE OF ROLLFOWARD OF CONVERTIBLE PROMISSORY NOTES PAYABLE\n\nConvertible\npromissory notes payable, December 31, 2023 \n$4,436,356 \n\nIssued\nfor cash \n 943,600 \n\nIssued\nfor original issue discount \n (122,792)\n\nRepayment\nfor cash \n (394,751)\n\nConversion\nto common stock \n (125,805)\n\nAmortization of debt discounts \n \n121,257\n \n\nConvertible\npromissory notes payable, December 31, 2024 \n$4,857,865 \n\nIssued\nfor cash \n 1,572,500 \n\nIssued\nfor original issue discount \n (65,000)\n\nRepayment\nfor cash \n (547,250)\n\nAmortization\nof debt discounts \n 89,486 \n\nConvertible\npromissory notes payable, December 31, 2025 \n$5,907,601 \n\n \n\nAs\nof December 31, 2025, certain convertible promissory notes with an aggregate principal balance of $5,659,506 were in default because\nthe Company had not repaid the outstanding balances by their contractual maturity dates. The default did not result in any automatic\npenalty interest, acceleration provisions, or other material default charges under the terms of the applicable agreements. As of the\ndate of the financial statements were issued, the Company is in discussions with the respective lenders regarding extensions of the maturity\ndate; however, no amended agreements or extensions have been executed as of the issuance date of these financial statements. Management\nbelieves it will be able to reach mutually acceptable arrangements with the lenders, although no assurance can be provided that such\nnegotiations will be successful.\n\n \n\n**NOTE\n7 - DERIVATIVE FINANCIAL INSTRUMENTS**\n\n \n\nCertain\nof the Company’s convertible promissory notes payable are convertible into shares of the Company’s common stock at a percentage\nof the market price on the date of conversion. The Company has determined that the variable conversion rate is an embedded derivative\ninstrument. The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation\ndates. Weighted average assumptions used to estimate fair values are as follows:\n\n SCHEDULE OF VALUATION TECHNIQUES USED IN DETERMINING FAIR VALUE OF DERIVATIVE LIABILITY\n\n  \nDecember\n31,  \nDecember\n31, \n\n  \n2025  \n2024 \n\nRisk-free\ninterest rate \n 3.59% \n 4.24%\n\nExpected\nlife of the options (Years) \n 0.50  \n 0.50 \n\nExpected\nvolatility \n 157.00% \n 450%\n\nExpected\ndividend yield \n 0% \n 0%\n\n  \n    \n   \n\nFair\nValue \n$12,075  \n$20,799 \n\n \n\nA\nrollforward of the derivative liability from December 31, 2023 to December 31, 2025 is below:\n\n SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL DERIVATIVES\n\nDerivative\nliabilities, December 31, 2023 \n$9,138 \n\nChange\nin fair value of derivative liabilities \n 12,651 \n\nDerivative\nliabilities, December 31, 2024 \n$20,799 \n\nChange\nin fair value of derivative liabilities \n (8,724)\n\nDerivative\nliabilities, December 31, 2025 \n$12,075 \n\n \n\n45\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n8 - STOCKHOLDERS’ DEFICIT**\n\n \n\nSeries\nB Preferred Stock\n\n \n\nPursuant\nto the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock.\nThe Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled\nto a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year. The Series B Preferred\nStock may be converted into common shares, at any time, at the option of the holder. The conversion price shall be the greater of $0.01\nor 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares to be issued\nshall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.\n\n \n\nDuring\nthe year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000. During the\nyear ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock. During the year\nended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares of common stock.\n\n \n\nSeries\nC Preferred Stock\n\n \n\nPursuant\nto Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing\nthe creation of 750,000 Series C Preferred Stock with the following terms and rights:\n\n \n\nA.\nDesignation and Number. A series of the preferred stock, designation the “Series C Preferred Stock,” $0.001 par value, is\nhereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (750,000). The rights,\npreferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.\n\n \n\nB.\nDividend Provisions. None\n\nC.\nConversion Rights. None\n\nD.\nPreemptive Rights. None\n\nE.\nVoting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast 5,000 votes on all matters submitted to\na vote of the stockholders of the Corporation.\n\n \n\nOn\nJuly 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:\n\n \n\n120,000\nSeries C Preferred Shares - John Matthews, CEO/CFO\n\n120,000\nSeries C Preferred Shares – Martin Doane, Director\n\n120,000\nSeries C Preferred Shares – Facundo Bacardi, Director\n\n120,000\nSeries C Preferred Share – Kathryn Weisbeck, President, Director of GES, Public Relations/Marketing for the Company\n\n \n\nThe\nSeries C Preferred Shares were issued on July 29, 2022\n\n \n\nCommon\nStock\n\n \n\nDuring\nthe year ended December 31, 2025, the Company did not issue any shares.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued:\n\n \n\n \n●\n474,127,419\nshares of common stock for conversion of $125,805 of convertible notes and $7,968 of accrued interest.\n\n \n\n46\n\n \n\n** **\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n8 - STOCKHOLDERS’ DEFICIT (continued)**\n\n \n\nWarrant\nActivity\n\n \n\nA\nsummary of warrant activity is presented below:\n\n SCHEDULE OF WARRANT ACTIVITY\n\n  \n\nNumber\nof\n\nWarrants\n  \n\nExercise\n\nPrice\n($)\n  \n\nContractual\nLife\n\n(in\nyears)\n  \n\nIntrinsic\n\nValue\n($)\n \n\nOutstanding,\nDecember 31, 2023 \n 1,045,226,190  \n 0.003  \n 1.40  \n - \n\nGranted \n 150,000,000  \n 0.001  \n    \n   \n\nExercised \n -  \n    \n    \n   \n\nForfeited/Canceled \n (51,142,857) \n 0.001  \n    \n   \n\nOutstanding,\nDecember 31, 2024 \n 1,144,083,333  \n 0.001  \n 1.95  \n - \n\nExercisable, December\n31, 2024 \n 1,144,083,333  \n 0.001  \n 1.95  \n - \n\nGranted \n 50,000,000  \n 0.001  \n    \n   \n\nExercised \n -  \n    \n    \n   \n\nForfeited/Canceled \n (39,500,000) \n 0.001  \n    \n   \n\nOutstanding,\nDecember 31, 2025 \n 1,154,583,333  \n 0.001  \n 1.79  \n - \n\nExercisable,\nDecember 31, 2025 \n 1,154,583,333  \n 0.001  \n 1.79  \n - \n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued a total of 50,000,000 warrants in connection with the legal settlement Civil Action\nNo. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:\n\n \n\n \n●\nExpected\nlife of 2 years\n\n \n●\nVolatility\nof 372%;\n\n \n●\nDividend\nyield of 0%;\n\n \n●\nRisk\nfree interest rate of 4.28%\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued a total of 150,000,000 warrants in connection with a new convertible promissory\nnote payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:\n\n \n\n \n●\nExpected\nlife of 5 years\n\n \n●\nVolatility\nof 287%\n\n \n●\nDividend\nyield of 0%;\n\n \n●\nRisk\nfree interest rate of 4.66%\n\n \n\n47\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n9 - INCOME TAXES**\n\n \n\nAs\nof December 31, 2025, the Company had approximately $26,701,675 of federal net operating loss carryforwards available to offset future\ntaxable income. These net operating losses which, if not utilized, begin expiring in 2029. In accordance with Section 382 of the Internal\nRevenue Code, deductibility of the Company’s net operating loss carryforwards may be subject to an annual limitation in the event\nof a change of control.\n\n \n\nDeferred\nincome taxes reflect the net tax effects of net operating loss carryforwards and temporary differences between the carrying amounts of\nassets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of\ndeferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will\nnot be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the\nperiods in which temporary differences representing net future deductible amounts become deductible.\n\n \n\nFASB\nASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred\ntax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s\nperformance, the market environment in which the company operates, the length of carryback and carryforward periods, and expectations\nof future profits, etc. The Company believes that significant uncertainty exists with respect to the future realization of the deferred\ntax assets and has therefore established a full valuation allowance as of December 31, 2025 and 2024. The change in the deferred tax\nvaluation allowance increased by approximately $342,824 and $247,370 during the years ended December 31, 2025 and 2024, respectively.\nThe increase in 2024 and 2023 was a result of additional net operating losses.\n\n \n\nThe\ncomponents of deferred tax assets at December 31, 2025 and 2024 are as follows:\n\n SCHEDULE OF DEFERRED TAX ASSETS\n\n  \n2025  \n2024 \n\nDeferred\nincome tax asset \n    \n   \n\nNet\noperating loss carryforwards \n$7,467,828  \n$7,130,936 \n\nLess:\nvaluation allowance \n (7,467,828) \n (7,130,936)\n\nNet\ndeferred tax asset \n$-  \n$- \n\n \n\nThe\nCompany evaluated the provisions of FASB ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s\nfinancial statements. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition\nand measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must\nbe more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to\nbe taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized\nbenefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for\nan unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax\nposition that was not recognized as a result of applying the provisions of FASB ASC 740. Interest costs related to unrecognized tax benefits\nare required to be calculated (if applicable) and would be classified as “interest expense, net” in the statement of operations.\nPenalties would be recognized as a component of “general and administrative expenses.” No interest or penalties were recorded\nduring the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, no liability for unrecognized tax benefits was required\nto be reported.\n\n \n\nThe\nCompany files income tax returns in the United States and in New York State and City. The Company is no longer subject to Federal, state\nand local income tax examinations by the tax authorities for tax years prior to 2017.\n\n \n\n48\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n9 - INCOME TAXES (continued)**\n\n \n\nThe\nreconciliation between the statutory federal income tax rate and the Company’s effective rate for the years ended December 31,\n2025 and 2024 is as follows:\n\n SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION\n\n  \n2025  \n2024 \n\n  \n   \n  \n\nFederal\nstatutory rates \n 21.0% \n 21.0%\n\nState\nincome taxes, net of federal benefit \n 7.0% \n 7.0%\n\nNon-deductible\nexpenses \n (2)% \n (3)%\n\nValuation\nallowance against net deferred tax assets \n (26)% \n (25)%\n\nEffective\nrate \n 0.0% \n 0.0%\n\n \n\n**NOTE\n10 - COMMITMENTS AND CONTINGENCIES**\n\n \n\nThe\nCompany may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and\noutcomes are not predictable with assurance.\n\n \n\nOn\nDecember 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant\nto this settlement agreement, we paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional\n$200,000 during 2018. On December 14, 2020, the parties amended the settlement agreement to state that we were to pay the prior attorney\n$219,576. As of June 30, 2025 and August 11, 2026, we have made total payments of $75,000 toward the remaining balance.\n\n \n\nOn\nJune 30, 2022, we were named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2022 by\nAnthony Crisci Jr. The plaintiff alleged breach of contract and unjust enrichment relating to plaintiff’s prior employment agreement\nwith the Company. On June 22, 2023, we entered into a settlement agreement with the plaintiff and requiring the Company to pay plaintiff\n$30,000. As of April 23, 2025, the settlement was paid in full. Crisci shall perform consulting services, in the form of basic bookkeeping,\nfor GAHC as an independent contractor at an hourly rate of $40 for the two-year period following the execution of this Settlement Agreement\n(the “Consulting Period”). GAHC guarantees Crisci a minimum of 750 hours per year of work as an independent contractor during\nthe Consulting Period.\n\n \n\nOn\nor about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District\nof New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled\non or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement\nagreement, the Company acknowledged the sum of $234,000 collateralized by confessions of judgment in favor of each of Brett and Christian\nPezzuto in the sum of $234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000\nwarrants, at a strike price of $0.001 per share for a period of five years.\n\n \n\nThe GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company\nsubsequently determined not to proceed with 1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to\nenforce the confession of judgment plus alleged legal fees of $85,210.80\nas of January 15, 2024. On April 22, 2025, the Company paid\nBrett Pezzuto $234,000\ntoward the settlement agreement. On July 1, 2025, the Company\npaid $234,000\nto Christian Pezzuto toward the settlement agreement. On October\n27, 2025, plaintiffs filed a motion for summary judgment. \n\n \n\nThe remaining GES Notes have an\noutstanding principal and interest balance of $176,641 (the\n“GES Notes Sum”) for each of Brett and Christian Pezzuto as of the date of the lawsuit. On July 1, 2026, the parties\nentered into a Final Settlement Agreement, pursuant to which (i) the parties agreed to settle the matter, (ii) the Company agreed to\npay $176,641 to\neach of Christian Pezzuto and Brett Pezzuto, and certain attorneys’ fees, and (iii) the Company agreed to issue 2,500 shares\nof the Company’s Series A preferred A stock to each of Christian Pezzuto and Brett Pezzuto.\n\n \n\n49\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**NOTE\n10 - COMMITMENTS AND CONTINGENCIES (continued)**\n\n \n\nOn\nMay 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index\nNo. 652474/2023) against the Company to collect on a promissory note in the principal amount of $200,000, plus interest at the rate of\n12%, as well as attorney’s fees. On October 29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr.\nLim Chap Huat and agreed to pay a total of $275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $250,000\nof the settlement debt. On January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.\n\n \n\nOn\nOctober 14, 2025, Jason Old filed a complaint in the District Court of Tulsa County, Oklahoma (Civil Action No. CJ-2025-04721) against\nthe Company and GES for breach of contract for failure to pay monies owned pursuant to a promissory note. On February 5, 2026, the Company\nand Mr. Old entered into a Release and Settlement Agreement, pursuant to which the parties agreed to settle the dispute and the Company\nagreed to pay Mr. Old $311,050 and delivery by October 1, 2026, of 5,000 of the Company’s Series A preferred shares. Subsequent to December 31, 2025, the Company satisfied the cash payment obligation in full through payments of $111,000\non March 26, 2026, $50,000 on March 27, 2026, and $150,050 on June 29, 2026, totaling $311,050. The Company remains obligated to deliver\n5,000 shares of its Series A Preferred Stock by October 1, 2026 in accordance with the settlement agreement.\n\n \n\n**NOTE\n11 – ELECTION HARDWARE**\n\n \n\nFor\nthe years ended December 31, 2025 and 2024, we capitalized $13,687 and $Nil, respectively, for the costs incurred to acquire election\nhardware.\n\n \n\nFor\nthe years ended December 31, 2025 and 2024, we depreciated $1,512 and $Nil, respectively, for depreciation expense\n\n \n\n**NOTE\n12 - SOFTWARE**\n\n \n\nFor\nthe years ended December 31, 2025 and 2024, we capitalized $258,490 and $52,498 respectively, for the costs incurred in for the enhancement\nof the GES Software in a total amount of $310,988.\n\n \n\n**NOTE\n13 - AGREEMENTS**\n\n \n\nOn\nMarch 25, 2021, the Company entered into the APA with Election Services Solutions. Under the APA, the Company agreed to purchase 100%\nof the assets of Election Services Solutions for a purchase price of $650,000, of which $511,150 has already been paid, and to issue\n40,000,000 common shares to purchase these assets under the APA. GES derives over 80% of its business from Election Services Solutions.\nOn August 2, 2024, the Company entered into a convertible promissory note agreement with the former owner of Elections Services Solutions\nto finalize the purchase of GES. The note, with a principal amount of $138,850 and an annual interest rate of 12%, was due on October\n15, 2025, as of December 31, 2025, the outstanding principal balance of the promissory note was $128,850.\n\n \n\nOn\nMay 13, 2019, the Company entered into a joint venture agreement with Voting Portals, LLC (VP), a Florida limited liability company.\nPursuant to this agreement, the joint venture will be making use of the VP online e-voting web portal solutions and proprietary e-voting\nsoftware programs to service and fulfill GES’s clients’ online elections and other e-voting events pursuant to the terms\nof the agreement, as well as any other ventures and relationships agreed to pursuant to the goals of the agreement. The Agreement was\namended and as part of this agreement, the Company will be issuing 10,000,000 common shares to VP for services rendered, and VP will\nown 100% of the rights to the software, while GES will be responsible for all administrative and other election procedures. This transaction\nis expected to close in the third quarter of 2026.\n\n \n\nOn\nJanuary 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel\nRodriquez will receive 15,000,000 common shares in return for his software expertise in the development of GES election software. This\nnew ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a total of 30,000,000\nwarrants to purchase the Company’s common shares at a price of $0.005 as consideration for the services of HCAS and Mr. Magdiel\nRodriquez.\n\n \n\n50\n\n \n\n** **\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n14 – Discontinued Operations**\n\n \n\nDuring\nthe fourth quarter of 2025, the Company committed to a plan to sell certain non-core assets consisting primarily of property and equipment,\ninternally developed software, and an equity investment in ESS. Management determined that these assets met the criteria for classification\nas held for sale as of December 31, 2025, as management was committed to a plan to sell the assets, an active program to locate a buyer\nhad been initiated, and the sale was considered probable within one year.\n\n \n\nUpon\nclassification as held for sale, the Company evaluated the disposal group and concluded that its estimated fair value less costs to sell\nexceeded its carrying amount. Accordingly, no impairment charge was recognized during the year ended December 31, 2025.\n\n \n\nThe\ncarrying amounts of the assets classified as held for sale as of December 31, 2025 were as follows (in millions):\n\n** SCHEDULE\nOF CARRYING AMOUNTS OF THE ASSETS CLASSIFIED AS HELD FOR SALE**\n\n  \n   \n\nInternal use software \n$310,988 \n\nElection\nHardware \n 12,175 \n\nTotal\nAssets held for sale \n$323,163 \n\n** **\n\nThe\nassets are presented as “Assets held for sale” in the accompanying Consolidated Balance Sheets. Depreciation and amortization\nof the long-lived assets ceased upon classification as held for sale.\n\n \n\nThe\nCompany determined that the planned sale represents a strategic shift that will have a major effect on the Company’s operations and financial\nresults.\n\n \n\nThe following table presents\nfinancial results from discontinued operations, net of income taxes in our consolidated statements of operation for the period indicated.\nIt is important to note that the scope of discontinued operations pertains GES. Beginning on October 1, 2026, GES will no longer be included\nin our consolidated financial statements. Consequently, the data in the table below covers the periods from December 31, 2025 and December\n31, 2024, respectively.\n\n SCHEDULE\nOF DISCONTINUED OPERATIONS\n\n  \n2025  \n2024 \n\n  \nYears\nEnded December 31, \n\n  \n2025  \n2024 \n\nRevenues: \n    \n   \n\nServices \n$1,930,622  \n$1,273,504 \n\n  \n    \n   \n\nOperating\nexpenses: \n    \n   \n\nSalaries\nand benefits \n 556,015  \n 297,151 \n\nMarketing\nand advertising \n 192,852  \n 151,209 \n\nSoftware\ndevelopment \n 20,527  \n 7,586 \n\nProfessional\nfees \n 349,309  \n 183,512 \n\nGeneral\nand administrative \n 347,336  \n 178,701 \n\nPrinting \n 662,281  \n 404,467 \n\nTotal\noperating expenses \n$2,128,320  \n$1,222,626 \n\nLoss\nfrom discontinued operations before provision for taxes \n$(197,698) \n$50,878 \n\n  \n    \n   \n\nProvision\nfor income taxes \n$-  \n$- \n\n  \n    \n   \n\nLoss from\ndiscontinued operations net of taxes \n (197,698) \n 50,878 \n\n \n\nThe\nfollowing table presents the aggregate carrying amounts of the assets of discontinued operations of the restaurant business in the consolidated\nbalance sheets as of the date indicated:\n\n SCHEDULE\nOF CARRYING AMOUNTS OF THE ASSETS OF DISCONTINUED OPERATIONS\n\n  \nDecember\n31, 2025  \nDecember\n31, 2024 \n\nCash \n$79,506  \n$9,613 \n\nInternal use software \n 310,988  \n 52,498 \n\nElection\nhardware \n 12,175  \n - \n\nTOTAL\nASSETS \n$402,669  \n$62,111 \n\n \n\n**NOTE\n15 - SUBSEQUENT EVENTS**\n\n \n\nThe\nCompany has evaluated subsequent events from the consolidated balance sheet date through August 11, 2026 (the unaudited consolidated financial\nstatements issuance date). Based upon the review, the Company did not identify other subsequent events that would have required adjustment\nof or disclosure in the unaudited consolidated financial statements, except for the following:\n\n \n\n*Pezzuto\nAction*\n\n \n\nOn\nor about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District\nof New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled\non or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement\nagreement, the Company acknowledged the sum of $234,000 collateralized by confessions of judgment in favor of each of Brett and Christian\nPezzuto in the sum of $234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000\nwarrants, at a strike price of $0.001 per share for a period of five years. The GES Notes have an outstanding principal and interest\nbalance of $176,641 (the “GES Notes Sum”) for each of Brett and Christian Pezzuto. The GES Notes were to be converted into\nstock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company subsequently determined not to proceed with\n1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to enforce the confession of judgment plus alleged\nlegal fees of $85,210.80 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $234,000 toward the settlement agreement.\nOn July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the settlement agreement. On October 27, 2025, plaintiffs filed\na motion for summary judgment. On July 1, 2026, the parties entered into a Final Settlement Agreement, pursuant to which (i) the parties\nagreed to settle the matter, (ii) the Company agreed to pay $176,641 to each of Christian Pezzuto and Brett Pezzuto, and certain attorneys’\nfees, and (iii) the Company agreed to issue 2,500 shares of the Company’s Series A preferred A stock to each of Christian Pezzuto\nand Brett Pezzuto.\n\n \n\n*Lim\nChap Huat Settlement*\n\n \n\nOn\nMay 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index\nNo. 652474/2023) against the Company to collect on a promissory note in the principal amount of $200,000, plus interest at the rate of\n12%, as well as attorney’s fees. On October 29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr.\nLim Chap Huat and agreed to pay a total of $275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $250,000\nof the settlement debt. On January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.\n\n \n\n*Jason\nOld Settlement*\n\n \n\nOn\nOctober 14, 2025, Jason Old filed a complaint in the District Court of Tulsa County, Oklahoma (Civil Action No. CJ-2025-04721) against\nthe Company and GES for breach of contract for failure to pay monies owned pursuant to a promissory note. On February 5, 2026, the Company\nand Mr. Old entered into a Release and Settlement Agreement, pursuant to which the parties agreed to settle the dispute and the Company\nagreed to pay Mr. Old $311,050 and delivery by October 1, 2026, of 5,000 of the Company’s Series A preferred shares. Subsequent to December 31, 2025, the Company satisfied the cash payment obligation in full through payments of $111,000\non March 26, 2026, $50,000 on March 27, 2026, and $150,050 on June 29, 2026, totaling $311,050. The Company remains obligated to deliver\n5,000 shares of its Series A Preferred Stock by October 1, 2026 in accordance with the settlement agreement.\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\n51\n\n \n\n* *\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n* *\n\n**NOTE\n15 - SUBSEQUENT EVENTS (continued)**\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\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\n52\n\n \n\n* *\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n* *\n\n**NOTE\n15 - SUBSEQUENT EVENTS (continued)**\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 \n \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 \n \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\n53\n\n \n\n* *\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n* *\n\n**NOTE\n15 - SUBSEQUENT EVENTS (continued)**\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\namount of $50,750.\nPursuant to the terms of the promissory note, the Company agreed to make 28 weekly payments in the amount of $1,813\nto the investor. There is no pre-payment penalty. As of August 11, 2026, the outstanding principal balance of the promissory note was\n$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\n54\n\n \n\n* *\n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n* *\n\n**NOTE\n15 - SUBSEQUENT EVENTS (continued)**\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\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\n55\n\n \n\n \n\n**GLOBAL\nARENA HOLDING, INC. AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE\n15 - SUBSEQUENT EVENTS (continued)**\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\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\n56"}