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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2024

 

OR

 

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

 

For the transition period from _______ to _______.

 

Commission file number: 000-49819 

 

GLOBAL ARENA HOLDING, INC.

(Exact name of Company in its charter)

 

Delaware

 

33-0931599

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification)

 

1159 2nd Avenue, Ste 454, New York New York 10065

(Address of principal executive offices, including zip code)

 

Registrant's Telephone number, including area code: (646801-5524

 

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

 

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

 

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

 

Large accelerated filer   ☐

Accelerated filer                     ☐

Non-accelerated filer     ☐

Smaller reporting company   

 

Emerging growth company    

 

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

Yes  ☐    No 

 

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

 


 

GLOBAL ARENA HOLDINGS, INC. TABLE OF CONTENTS

 

 

 

 

Page No.

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

Unaudited Financial Statements

4

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

31

 

 

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

34

 

 

 

 

 

Item 4.

Controls and Procedures

34

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

Item 1

Legal Proceedings

35

 

 

 

 

 

Item 1A

Risk Factors

36

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

37

 

 

 

 

 

Item 4

Mine Safety Disclosures

37

 

 

 

 

 

Item 5.

Other Information

37

 

 

 

 

 

Item 6.

Exhibits

37

 

 

 

 

 

 

SIGNATURES

38

 

2


 

PART I - FINANCIAL INFORMATION

 

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

 

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

 

3


 

Item 1.  Financial Statements

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 
   

(unaudited)

       

ASSETS

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

  $ 23,577     $ 21,592  

Prepaid Expense

   

 

      -  

Total current assets

    23,577       21,592  

 

   

 

     

 

 

Deposits for proposed acquisitions

    566,150       566,150  

TOTAL ASSETS

  $ 589,727     $ 587,742  

 

   

 

     

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

   

 

     

 

 

Current Liabilities:

   

 

     

 

 

Accounts payable

  $

343,372

    $ 343,372  

Due to related party

   

6,700

      6,700  

Accrued expenses

    4,614,138       4,527,781  

Convertible promissory notes payable, net of debt discount of $21,086 and $24,841

   

4,414,796

     

4,436,356

 

Promissory notes payable

    340,044       368,582  

Derivative liability

    29,083       9,138  

Total current liabilities

    9,748,133       9,691,929  

 

   

 

     

 

 

STOCKHOLDERS' DEFICIT

   

 

     

 

 

Global Arena Holding, Inc.

   

 

     

 

 

Preferred stock, $0.001 par value; 2,000,000 shares authorized;

   

 

     

 

 

Series B preferred stock; 250,000 shares authorized

   

 

     

 

 

49,202 and 49,202 issued and outstanding

   

49

     

49

 

Series C preferred stock; 750,000 shares authorized

               

480,000 and 0 issued and outstanding

    480       480  

Common stock, $0.001 par value; 4,000,000,000 and 4,000,000,000 shares authorized;

   

 

     

 

 

1,479,879,507 and 1,221,223,807 shares issued and outstanding

   

1,479,879

     

1,221,223

 

Additional paid-in capital

    22,013,554       22,195,411  

Accumulated deficit

    (32,629,326 )     (32,498,308 )

Total Global Arena Holding, Inc. stockholders' deficit

    (9,135,364 )     (9,081,145 )

Noncontrolling interest

    (23,042 )     (23,042 )

Total stockholders deficit

    (9,158,406 )     (9,104,187 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

  $ 589,727     $ 587,742  

 

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

 

4


GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   

For the Three Months Ended

March 31,

 

 

 

2024

   

2023

 

Revenues:

 

 

   

 

 

Services

  $ 232,123     $ 106,192  

 

   

 

     

 

 

Operating expenses:

   

 

     

 

 

Salaries and benefits

    43,967       165,378  

Marketing and advertising

    38,606       37,663  

Software development

    678       1,326  

Professional fees

    34,870       67,668  

General and administrative

    44,829       45,495  

Printing

    16,295       2,403  

Total operating expenses

    179,245       319,933  

Loss from operations

    52,878       (213,741 )

Other expenses:

   

 

     

 

 

Interest expense and financing costs

    (163,951 )     (271,204 )

Other income (expense)

   

-

      (6,581 )

Change in fair value of derivative liability

   

(19,945

)    

(34,869

)

Total other expenses

    (183,896 )     (312,654 )

 

   

 

     

 

 

Income (loss) before provision for taxes

    (131,018 )     (526,395 )

 

   

 

     

 

 

Provision for income taxes

    -       -  

 

   

 

     

 

 

Net loss

    (131,018 )     (526,395 )

 

   

 

     

 

 

Net loss attributed to noncontrolling interest

    -       -  

 

   

 

     

 

 

Net loss attributed to Global Arena Holding, Inc.

  $ (131,018 )   $ (526,395 )

 

   

 

     

 

 

Weighted average shares outstanding - basic and diluted

    1,331,365,834       248,113,809  

 

   

 

     

 

 

Earnings (loss) per share - basic and diluted

  $ (0.00 )   $ (0.00 )

 

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

 

5


GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

     

Series B Preferred Stock

   

Series C

Preferred Stock

   

Common Stock

   

Additional Paid-in

   

Accumulated

   

Total Global Stockholders'

   

Non- controlling

   

Total Stockholders'

 
     

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Deficit

   

Interest

   

Deficit

 

Balance, December 31, 2023

   

49,202

   

$

49

     

480,000

    $

480

     

1,221,223,807

   

$

1,221,223

    $

22,195,411

    $

(32,498,308

)

  $

(9,081,145

)

 

$

(23,042

)

  $

(9,104,187

)

Issuance of common stock for convertible debt and accrued interest

   

-

     

-

     

-

     

-

     

258,655,700

     

258,656

     

(181,857

    )

-

     

76,799

     

-

     

76,799

 

Net loss

   

-

     

-

     

-

     

-

     

-

     

-

     

-

     

(131,018

)

   

(131,018

)

   

-

     

(131,018

)

Balance, March 31, 2024

   

49,202

   

$

49

     

480,000

    $

480

     

1,479,879,507

   

$

1,479,879

    $

22,013,554

    $

(32,629,326

)

  $

(9,135,364

)

  $

(23,042

)

  $

(9,158,406

)

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

     

Series B Preferred Stock

   

Series C

Preferred Stock

   

Common Stock

   

Additional Paid-in

   

Accumulated

   

Total Global Stockholders'

   

Non- controlling

   

Total Stockholders'

 
     

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Deficit

   

Interest

   

Deficit

 

Balance, December 31, 2022

   

49,202

   

$

49

     

480,000

    $

480

     

270,777,969

   

$

270,778

    $

22,411,335

    $

(31,306,048

)

  $

(8,623,406

)

  $

(23,042

)

  $

(8,646,448

)

Issuance of common stock for convertible debt and accrued interest

    -       -       -       -      

67,081,217

     

67,081

     

29,363

 

   

-

     

96,444

     

-

     

96,444

 

Conversion of warrants

    -       -       -       -      

23,603,891

     

23,604

     

(23,604

)    

-

     

-

      -      

-

 

Allocated value of warrants and beneficial conversion

    -       -       -       -       -       -      

22,396

     

-

     

22,396

     

-

     

22,396

 

Net loss

   

-

     

-

     

-

     

-

     

-

     

-

     

-

     

(526,395

)

   

(526,395

)

   

-

     

(526,395

)

Balance, March 31, 2023

   

49,202

   

$

49

     

480,000

   

$

480

     

361,463,077

   

$

361,463

    $

22,439,490

    $

(31,832,443

)

  $

(9,030,961

)

  $

(23,042

)

  $

(9,054,003

)

 

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

 

6


GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 

(unaudited)

 

   

Three Months ended March 31,

 
   

2024

   

2023

 

OPERATING ACTIVITIES:

           

Net loss

 

$

(131,018

)

 

$

(526,395

)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

   

 

         

Amortization of debt discount

   

26,346

     

91,329

 

Change in fair value of derivative liability

   

19,945

 

   

34,867

 

Non-cash expense associated with warrant

   

-

      22,396  

Change in assets and liabilities:

   

 

         

Deferred revenue

   

-

 

   

-

 

Prepaid Expense

   

-

     

750

 

Accounts payable

   

-

     

-

 

Accrued expenses

   

91,794

     

227,807

 

Net cash used in operating activities

 

$

7,067

 

 

$

(149,246

)

                 

INVESTING ACTIVITIES:

               

Net cash used in investing activities

 

$

-

 

 

$

-

 
                 

FINANCING ACTIVITIES:

               

Proceeds from convertible promissory notes payable

   

90,000

     

93,700

 

Proceeds from promissory notes payable

   

28,000

     

31,687

 

Repayment of convertible promissory notes payable

   

(70,510

)

   

(65,050

)

Repayment of promissory notes payable

   

(52,572

)

   

(47,615

)

Investment from Director

   

-

      6,700  

Net cash provided by financing activities

 

$

(5,082

)  

$

19,422

 
                 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   

1,985

     

(129,824

)

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE

   

21,592

     

149,714

 

CASH AND CASH EQUIVALENTS, ENDING BALANCE

 

$

23,577

   

$

19,890

 
                 

CASH PAID FOR:

               

Interest

 

$

-

   

$

-

 

Income taxes

 

$

-

   

$

-

 
                 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

               

Allocated value of warrants and beneficial conversion features related to debt

 

$

-

   

$

22,396

 

Debt converted to common stock

 

$

76,799

   

$

96,44

 

Original Issuance Discount

 

$

22,722

   

$

-

 

 

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

 

7


Global Arena Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2024 and 2023

(Unaudited)

 

NOTE 1 - ORGANIZATION

 

Organization and Business

 

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

 

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

 

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

 

On May 20, 2015, the Company incorporated a new wholly owned entity in the State of Delaware called GAHI Acquisition Corp. This entity was incorporated at the time to be the merger subsidiary for the acquisition of Blockchain Technologies Corp. (BTC) and other software system development.

 

On May 20, 2015, the Company entered into an agreement and plan of merger with BTC. Under this agreement, BTC would have merged with GAHI Acquisition, and GAHI Acquisition, would have been the surviving corporation. As consideration for the merger, the Company was to reserve a number of shares equal to 1/3 the total issued and outstanding of the Company to be issued to BTC shareholders at closing. On October 20, 2015, the parties agreed to extend the closing date of the merger to December 15, 2015. This agreement expired on December 15, 2015.

 

8

 

NOTE 1 - ORGANIZATION (continued)

 

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

 

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

 

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

 

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

 

On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing  30% of TrueVote Inc. The Company on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the agreement GES is to invest an additional $10,000 and the Company issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The transaction closed on February 27, 2023.  

 

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members. The Company was formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized; par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of March 31, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with their ability to raise additional funds that the Company should be able to continue as a going concern.

 

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

 

9

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Noncontrolling Interest

 

The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.

 

The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and comprehensive loss.

 

Basic and Diluted Earnings (Loss) Per Share

 

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

 

             

 

 

March 31,

 

 

 

2024

   

2023

 

Options

    -       -  

Warrants

    1,038,083,333       1,193,260,301  

Convertible notes

    1,409,370,579       1,804,346,045  

Total

    2,447,453,912       2,997,606,346  

 

Management Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.

 

10

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Cash and Cash Equivalents

 

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

 

Convertible Debt

 

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

 

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

 

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

 

Derivative Financial Instruments

 

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

 

Revenue Recognition

 

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

 

11

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Share-Based Compensation

 

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

 

Fair Value of Financial Instruments

 

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

 

Fair Value Measurements

 

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

 

 

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

Cash, accounts payable and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short-term nature.

 

Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost.  The carrying amount approximates their fair value.

 

The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

 

12

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

 

 

 

Fair Value

As of

   

Fair Value Measurements at

 

Description

 

March 31,

2024

   

March 31, 2024

Using Fair Value Hierarchy

 

 

 

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

 

 

Fair Value

     

 

 

 

 

As of

   

Fair Value Measurements at

 

Description

 

December 31,

2023

   

December 31, 2023

Using Fair Value Hierarchy

 

 

   

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

9,138

    $

-

    $

9,138

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

9,138

    $

-

    $

9,138

    $

-

 

 

Income Taxes

 

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

 

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

 

13

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Pronouncements

 

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

 

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

 

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

 

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

 

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

 

14

 

NOTE 3 - ACQUISITION DEPOSITS

 

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

 

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

 

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members. The Company was formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized: par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020. The Company plans to close Tidewater Energy Group Inc. in the third quarter of 2024.

 

NOTE 4 - ACCRUED EXPENSES

 

Accrued expenses at March 31, 2024 and December 31, 2023 consisted of the following:

 

 

March 31,

   

December 31,

 
   

2024

    2023  

Accrued interest

 

$

3,410,029    

$

3,278,920

 

Accrued compensation

    1,167,391      

1,212,423

 

Other accrued expenses

    36,718      

36,438

 

 

 

$

4,614,138    

$

4,527,781

 

 

15

 

NOTE 5 - PROMISSORY NOTES PAYABLE

 

In March 2014, the Company issued two promissory notes for a total of $230,000. The interest rate is the short-term applicable federal rate as determined by the Internal Revenue Service for the calendar month plus 10%. These two promissory notes are due on December 31, 2023, as amended. The outstanding balance was $ 204,300 and $230,000 as of March 31, 2024 and December 31 2023, respectively.

 

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

 

In October 6, 2022, the Company entered into an revenue share agreement with an investor for a total of $47,950, on the purchase amount of $35,000 and OID of $12,950. There is no interest rate, but the Company will disburse a daily payment of $343 to EBF Holdings, LLC. As of March 31 2024 the loan has been paid off.

 

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

 

In October 5, 2022, the Company entered into an revenue share agreement with an investor for a total of $22,350, on the purchase amount of $15,000 and OID of $7,350. There is no interest rate, but the Company will disburse a daily payment of $298 to Capytal.com. As of March 31 2024 the loan has been paid off.

 

In November 29, 2022, the Company entered into promissory note agreement with an investor for a total of $100,000. The outstanding balance was $100,000 and $100,000 as of March 31, 2024 and December 31 2023

 

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

 

16

 

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

 

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

 

             

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 

Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through March 31, 2024, as amended. ($1,827,747 in default)

 

$

3,123,675    

$

3,089,949  

Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of March 31, 2024 the conversion price would be $0.001 per share). Maturity dates through March 31, 2024, as amended.

    185,784       234,834  

Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through March 31, 2024, as amended. ($1,129,823 in default)

    1,126,423       1,136,423  

Total convertible promissory notes payable

   

4,461,606

      4,461,606  

Unamortized debt discount

    (21,086 )     (24,851 )

Convertible promissory notes payable, net discount

    4,414,796       4,436,355  

Less current portion

    (4,414,796 )     (4,436,355 )

Long-term portion

  $ -     $ -  

 

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

 

       

Convertible promissory notes payable, December 31, 2023

 

$

4,436,355

 

Issued for cash

   

90,000

 

Issued for original issue discount

   

(8,750

)

Repayment for cash

   

(52,572

)

Conversion to common stock

   

(71,502

)

Issuance of common stock for debt settlement

   

-

 

Debt discount related to new convertible promissory notes

   

-

 

Amortization of debt discounts

   

21,265

 

Convertible promissory notes payable, March 31, 2024

  $

4,414,796

 

 

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS

 

Certain of the Company’s convertible promissory notes payable are convertible into shares of the Company’s common stock at a percentage of the market price on the date of conversion. The Company has determined that the variable conversion rate is an embedded derivative instrument. The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. Weighted average assumptions used to estimate fair values are as follows:

 

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 

Risk-free interest rate

   

5.36-5.38

%    

5.265.55

%

Expected life of the options (Years)

   

0.50

     

0.50-0.51

 

Expected volatility

   

281.36%-306.34

%    

248.25%-279.55

%

Expected dividend yield

    0 %     0 %

 

               

Fair Value

  $ 29,083     $ 9,138  

 

A rollforward of the derivative liability from December 31, 2023 to March 31, 2024:

 

Derivative liabilities, December 31, 2023

  $

9,138

 

Change in fair value of derivative liabilities

   

19,945

 

Derivative liabilities, March 31, 2024

  $

29,083

 

 

17

 

NOTE 8 - STOCKHOLDERS’ DEFICIT

 

Series B Preferred Stock

 

Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock. The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year. The Series B Preferred Stock 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 or 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.

 

During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000. During the year ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock. During the year ended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares of common stock.

 

Series C Preferred Stock

 

Pursuant to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of 750,000 Series C Preferred Stock with the following terms and rights:

 

A. Designation and Number.  A series of the preferred stock, designation the “Series C Preferred Stock,” $0.001 par value, is hereby established.  The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (750,000).  The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.

B.  Dividend Provisions. None

C.  Conversion Rights.  None

D.  Preemptive Rights.  None

E. Voting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast 5,000 votes on all matters submitted to a vote of the stockholders of the Corporation.

 

On July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

 

120,000 Series C Preferred Shares - John Matthews, CEO/CFO

120,000 Series C Preferred Shares – Martin Doane, Director

120,000 Series C Preferred Shares – Facundo Bacardi, Director

120,000 Series C Preferred Share – Kathryn Weisbeck, Director of Public Relations/Marketing

 

The Series C Preferred Shares were issued on July 29, 2022

 

Common Stock

 

On April 28, 2016, the stockholders approved an amendment to the Companys articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. In addition, the stockholders also approved an amendment to the Companys Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be issued under the Plan from 3,000,000 shares to 7,460,000 shares.

 

18

 

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

 

On October 11, 2019, the Company’s shareholders approved an increase of the Company’s authorized shares by Two Billion Common Shares

 

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

 

 

1 for 12 Reverse Split
 

New Cusip: 37951M300
 

Current CUSIP: 37951M102
 

Daily List Announcement Date: 10/4/2022
 

Market Effective Date: 10/5/2022

 

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

 

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

 

 

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

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

 

 

67,081,217 shares of common stock for convertible notes of $72,202 and accrued interest of $24,243.

 

23,603,891 for the cashless exercise of 32,187,124 warrants.

     
19

 

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

 

Option Activity

 

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

 

Warrant Activity

 

A summary of warrant activity is presented below:

 

                         

 

             

Weighted

       

 

        Weighted     Average        

 

        Average     Remaining     Aggregate  

 

 

Number of

   

Exercise

   

Contractual

   

Intrinsic

 

 

 

Warrants

   

Price ($)

   

Life (in years)

   

Value ($)

 

Outstanding, December 31, 2023

  1,045,226,190     0.001     2.17     -  

Granted

                       

Exercised

                       

Forfeited/Canceled

  (7,142,857

)

                 

Outstanding, March 31, 2024

  1,038,083,333     0.001     2.04     -  

Exercisable, March 31, 2024

  1,038,083,333     0.001     2.04     -  

 

20

 

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

 

The exercise price for warrants outstanding at March 31, 2024:

 

Outstanding and Exercisable

 

Number of

      Exercise  

Warrants

      Price  

7,500,000

    $ 0.00250  

951,812,876

      0.00100  

29,270,457

      0.00170  

4,500,000

      0.00120  

25,000,000

      0.00200  

20,000,000

      0.00300  

1,038,083,333

         

 

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

•    Expected life of 2-5 years

    Volatility of 281%

    Dividend yield of 0%;

    Risk free interest rate of 538%

 

21

 

NOTE 9 - COMMITMENTS AND CONTINGENCIES

 

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

 

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

 

On October 16, 2020, the Company’s subsidiary, Tidewater Energy Group Corp. was named as a defendant in a lawsuit filed in District Court in and For Tulsa County, State of Oklahoma, CJ-2020-3172. On January 13, 2021, the plaintiffs added the Company to the lawsuit. The plaintiffs are seeking damages, disgorgement and specific performance relief relating to a Purchase and Sale Agreement to purchase all of the membership interests in Foster Energy. The Company has obtained counsel to dispute the charges. On March 18, 2021, the Company filed a motion to dismiss and brief in support.  The Company asserted that the plaintiffs’ claims are entirely without merit as the Company was not a party to the Purchase and Sale Agreement or the related non-disclosure agreement. Tidewater concurrently filed a motion to dismiss based on legal remedies available to Tidewater. On December 7, 2022 the case was dismissed with each party bearing their own attorney fees and costs.

 

On March 31, 2022, the Company was named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002. The plaintiff has alleged breach of contract and unjust enrichment. The plaintiff is seeking damages relating to a plaintiff’s prior employment agreement with the Company. The Company has obtained counsel to dispute the charges. On July 19, 2023 the Company entered into a settlement agreement with the plaintiff, requiring the Company to pay $30,000. The Company made payments of $5,000 on September 15, 2023, and $5,000 on November 10, 2023, and $5,000 and March 8, 2024.

 

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

 

22

 

NOTE 9 - COMMITMENTS AND CONTINGENCIES (continued)

 

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

 

NOTE 10 - AGREEMENTS

 

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

 

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

 

On January 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel Rodriquez will receive 15,000,000 million common shares in return for his software expertise in the development of GES election software. This new ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a total of 30,000,000 warrants to purchase the Company’s common shares at a price of $0.005 as consideration for the services of HCAS and Mr. Magdiel Rodriquez. Mr. Rodriguez has over 25 years’ experience in the areas of Information Security, Enterprise Risk Management and Compliance, Information Technology and Operations including 21 years with Visa Inc. where he performed as Senior Business Leader of Information Security. Magdiel has extensive experience in a broad range of areas related to Information Security, Network Engineering, and Enterprise Governance, Risk and Compliance and Payment networks within the financial industry. Management anticipates the closing of this transaction will occur in the third quarter of 2024.

 

On June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $25,000 CHF payment for the development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, wherein BVV was to serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform and GES would pay BVV $25,000 CHF payment upon completion of the engagement. This agreement replaced a June 19, 2019 engagement letter with Blockchain Valley Ventures (“BVV”) of Zug Switzerland. Under the terms of the original agreement, GES was to pay BVV 50,000 Swiss Francs (CHF).

 

23

 

NOTE 10- AGREEMENTS (continued)

 

GES made payments of $25,000 CHF and received the working paper primarily covering the following matters:
 

 

Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by Global Election Services Inc.

 

Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology.

 

Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform.

 

Development of an implementation recommendation with respect to Voting on the Blockchain Platform.

 

Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation.

 

Project Management during the engagement.

 

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

 

GES Investment in TrueVote Inc.

 

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

 

The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data is immutable and unalterable.

 

True Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer, getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com, which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014, leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim to enhance consumer adoption of DLT technology. 

 

24

 

NOTE 10- AGREEMENTS (continued)

 

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

 

2) Tidewater Energy Group Inc.

 

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members.

 

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

 

3) GAHI Acquisition Corp.

 

On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of Directors to infuse an initial deposit of $50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition will be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company will cause GAHI Acquisition to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. The Company added Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company’s Board of Directors authorized the termination of the transaction previously authorized to infuse an initial deposit of $50,000 into GAHI Acquisition for general capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. GAHI Acquisition will remain a 100% subsidiary of the Company and will focus on Blockchain related companies for investments and acquisition.

 

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

 

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

 

25

 

NOTE 10- AGREEMENTS (continued)

 

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

 

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $10,500. The note bears a 12% interest and mature in twelve months. The Note can be converted into 8,000,000 shares of the Company’s common stock.

 

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $20,000. The note bears a 12% interest and mature in twelve months. The Note can be converted into 8,000,000 shares of the Company’s common stock.

 

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

 

On February 2, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note has been repaid in full as of September 30, 2022.

 

On February 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $16,500 with original issue discount of $2,500. The note bears 10% interest and mature in six months. On May 20, 2022, the company entered into a new agreement including the original payment and two additional payments of $10,000 on April 15, 2022 and $26,000 on May 20, 2022. The note bears an interest of 12% and matures in 30 daysOn August 16, 2022, entered into a new agreement including the payments above, an additional payment of $7,000 on August 16, 2022. The note bears an interest of 12% and matures in 30 days.
 

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $20,000. The note bears a 12% interest and mature in twelve months. The Note can be converted into Global Election Services Inc. common stock at an $8,000,000 valuation.

 

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

 

On April 7, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,500 with original issue discount of $1,500. The note bears 12% interest and matures in 21 days

 

On May 27, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $10,000. The note bears 12% interest and matures in three months.

 

On June 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note bears 10% interest and matures in 2 months.

 

26

 

NOTE 10- AGREEMENTS (continued)

 

On June 15, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $140,000 with an original issue discount in the amount of $14,000 mature in twelve months. The note can be converted to the Company’s common stock at $0.0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0010 per share vesting in five years. The Principal portion of this note as of March 31, 2024 has been paid off by the lender converting the debt into common stock.

 

On August 23, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $62,000 with an original issue discount in the amount of $6,200 mature in twelve months.

 

On December 30, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $150,000 with an mature in sixteen months. The note can be converted to the Company’s common stock at $0.0025 per share. In connection with the issuance of the convertible promissory note, the Company also issued one common stock purchase warrant, the common stock purchase warrant for a total of 7,500,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0025 per share vesting in five years. The Principal portion of this note as of March 31, 2024 has been paid off by the lender converting the debt into common stock.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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NOTE 10– AGREEMENTS (continued)

 

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

 

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

 

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

 

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

 

On May 18, 2023, Global Arena Holdings, Inc, entered into an unsecured Convertible Promissory Note with an investor for the amount of $20,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.001 per share.

 

On June 1, 2023, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $5,800 with an annual interest of $12% to a non-affiliate with a maturity date of September 1, 2023. This note was paid off as of June 30, 2023.

 

On June 6, 2023, Global Elections Services, Inc. entered into an unsecured Convertible Promissory Note at $20,000 with an investor. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

 

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

 

On June 6, 2023, Global Election Services, Inc. entered into a convertible promissory note in the principal amount of $10,000 with an annual interest rate of 12% with the maturity date is June 6, 2024. This note was paid off as of June 30, 2023.

 

On June 7, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $10,000. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

 

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

 

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NOTE 10– AGREEMENTS (continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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NOTE 10- AGREEMENTS (continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

NOTE 11 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the consolidated balance sheet date through July 15, 2024

 

On April 11, 2024, an investor invested $12,000 into the Company.  On April 25, 2024, Global Election Services paid the investor back in full.

 

On March 7, 2024, an investor invested $10,000 by paying a vendor on behalf of Global Election Services.  On April 25, 2024, Global Election Services paid the investor back in full.

 

On May 10, 2024, an investor invested $7,500 into the Company.  On May 16, 2024, Global Election Services paid the investor back in full.

 

On May 16, 2024, an investor invested $15,000 into the Company.  On June 14, 2024, Global Election Services paid the investor back in full.

 

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

 

On June 13, 2024, an investor paid Global Election Services $75,000 as part of a 90 Day Secured Loan 10% coupon.  This debt is currently open.

 

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

 

Forward-looking Statements

 

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

 

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

 

Current GES Corporate Operations

 

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

 

GES developed proprietary Scanning and Tabulation election software. This software features advanced OMR/OCR/Barcode scanning and tabulation system featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet or Wi-Fi access, ensuring complete security. The system allows for triple-auditing capabilities, which are; electronically generated tabulation results, .jpeg imaging and storage, and the original physical ballot. This advancement gives GES the ability to tabulate elections faster and more efficiently. As experts in paper/mail ballot elections, GES began deploying this system in our elections in the third quarter of 2017 and it has been operating flawlessly.

 

In 2020 GES developed, built and implemented a propriety online election voting solution that is compliant with Title IV of the United States Department of Labor Office of Labor-Management Standards.

 

GES built the platform on one of the most secure global infrastructures Amazon Web Services (AWS) which is a comprehensive, evolving platform provided by Amazon that includes a mixture of infrastructure as a service (IaaS) platform as a service and packaged software (PaaS), and software as a service offerings (SaaS).

 

The platform enables GES to protect individual client data, including the ability to encrypt it, move it, and manage retention (if required). All data flowing across the global network interconnects with the GES secured data center and is automatically encrypted at the physical layer before it leaves our secured facilities. Additional encryption layers exist as well.

 

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GES controls where our client data is stored, who can access it, and what resources your organization is utilizing at any given moment. Fine-grain identity and access controls combined with continuous monitoring for near real-time security information ensures that the right resources have the right access at all times, wherever your information is stored.

 

GES encryption software uses AES 256 with a cryptographic key using an RSA elliptic curve of 4096, which is used to encrypt the communication of the client and the GES server, as well all client data hosted in the server. A six-digit security code, delivered to the voter’s email address provided by the client, must be validated by the prospective voter in order to authenticate the identity of the voter before the voter may access the ballot. After validating the voter, the voter then votes anonymously, so that the identity of the voter and the ballot cast can never be matched.

 

The GES voting platform verifies that the users does not use the back and forward browser button, a safe mechanism against tampering. Distributed denial of service DDoS protection tools help secure websites and applications and prevent DDoS attacks, which bombard websites with traffic traditionally delivered via “botnets" that are created by networked endpoints connected via malware. The DDoS software protection provides always-on detection and automatic inline mitigations that minimize application downtime and latency.

 

Every state has Election Software Developers and Manufactures may also qualify by meeting individual requirements for individual States in the United States.

 

GES has begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual State certifications;

 

Step 1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards

Step 2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or U.S. specifications

Step 3 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system

Step 4 - System Integration Testing; Executes tests on all components of a system configured as if the system was deployed

Step 5 - Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security

Step 6 - Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities

 

Trends and Uncertainties

 

The Company currently has minimal revenues and operations and is investigating potential businesses and companies for acquisition to create and/or acquire a sustainable business. Our ability to acquire or create a sustainable business may be adversely affected by our current financial conditions, availability of capital and/ or loans, general economic conditions which can be cyclical in nature along with prolonged recessionary periods, and other economic and political situations. 

 

The Company has generated recurring losses and cash flow deficits from its operations since inception and has had to continually borrow to continue operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations.   Management believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its new operating plans. The Company plans to use its available cash and new financing to develop and execute its new business plan and hopefully create and maintain a self-sustaining business.  However, the Company can give no assurances that it will be successful in achieving its plans or if financing will be available or, if available, on terms acceptable to the Company, or at all.  Should the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activities.  

 

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

 

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

 

Liquidity and Capital Resources

 

As of March 31, 2024, the Company had an accumulated deficit of $32,629,326 and a working capital deficit of $9,724,556. Our ability to continue as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as needed.

 

For the three months ended March 31, 2024, the Company recorded net loss of $131,018. We recorded an amortization of debt discount of $26,346 and a gain from change in fair value of derivative liability of $19,945.  We had an increase in accrued expenses of $91,794.  As a result, we had net cash used in operating activities of $7,067 for the three months ended March 31, 2024.

 

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

 

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

 

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

 

Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

 

Revenues for the three months ended March 31, 2024 were $232,123 compared to $106,192 for the three months ended March 31, 2023, an increase of $125,931.  The majority of our clients hold elections on a three year cycle. This increase in revenues is due primarily to less elections held during the three month period in 2023.

 

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

 

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

 

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

 

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

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2024.

 

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

 

Evaluation of Changes in Internal Control over Financial Reporting

 

Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the nine months ended March 31, 2024. Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Important Considerations

 

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

 

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

 

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PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

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

 

On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant to this settlement agreement, the Company paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional $200,000 during 2018. On December 14, 2020, parties amended the settlement agreement to state that the Company shall pay the prior attorney Two Hundred Nineteen Thousand, Five Hundred and Seventy Six Dollars ($219,576). On January 27, 2021, the Company made a payment of $5,000, on April 12, 2021, the Company made a payment of $15,000, on August 6, 2021, the Company made a payment of $5,000. On October 1, 2021, the Company made a payment of $5,000 and on November 12, 2021, the Company made a payment of $10,000. On January 7, 2022, the Company made a payment of $5,000 and on February 18, 2022, the Company made a payment of $5,000. On May 5, 2022 the Company made payments of $5,000 and on June 22, 2022, the Company made payments of $5,000. On December 5, 2022 the Company made payments of $5,000. On January 13, 2023 the Company made payments of $5,000

 

On October 16, 2020, the Company’s subsidiary, Tidewater Energy Group Corp. was named as a defendant in a lawsuit filed in District Court in and For Tulsa County, State of Oklahoma, CJ-2020-3172. On January 13, 2021, the plaintiffs added the Company to the lawsuit. The plaintiffs are seeking damages, disgorgement and specific performance relief relating to a Purchase and Sale Agreement to purchase all of the membership interests in Foster Energy. The Company has obtained counsel to dispute the charges. On March 18, 2021, the Company filed a motion to dismiss and brief in support. The Company asserted that the plaintiffs’ claims are entirely without merit as the Company was not a party to the Purchase and Sale Agreement or the related non-disclosure agreement. Tidewater concurrently filed a motion to dismiss based on legal remedies available to Tidewater. On December 7, 2022 the case was dismissed with each party bearing their own attorney fees and costs.

 

On March 31, 2022, the Company was named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002. The plaintiff has alleged breach of contract and unjust enrichment. The plaintiff is seeking damages relating to a plaintiff’s prior employment agreement with the Company. The Company has obtained counsel to dispute the charges. On July 19, 2023 the Company entered into a settlement agreement with the plaintiff, requiring the Company to pay $30,000.  The Company made payments of $5,000 on September 15, 2023, and $5,000 on November 10, 2023. On March 8, 2024 the Company made payments of $5,000.

 

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

 

35

 

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

 

Item 1A.  Risk Factors

 

Not Applicable

 

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

 

On July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

 

120,000 Series C Preferred Shares - John Matthews, CEO/CFO

120,000 Series C Preferred Shares – Martin Doane, Director

120,000 Series C Preferred Shares – Facundo Bacardi, Director

120,000 Series C Preferred Share – Kathryn Weisbeck, Director of Public Relations/Marketing

 

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

 

Common Shares

 

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

 

 

1 for 12 Reverse Split

 

New Cusip: 37951M300

 

Current CUSIP: 37951M102

 

Daily List Announcement Date: 10/4/2022

 

Market Effective Date: 10/5/2022

 

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

 

36

 

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

 

 

 

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

 

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

 

 

67,081,217 shares of common stock for convertible notes of $72,202 and accrued interest of $24,243.

 

23,603,891 for the cashless exercise of 32,187,124 warrants.

 

Item 3.  Defaults Upon Senior Securities

 

Not Applicable

 

Item 4.  Mine Safety Disclosures

 

Not Applicable.

 

Item 5.  Other Information

 

None.

 

Item 6.  Exhibits

 

  EXHIBIT TABLE

 

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

 

Reference

Number

Item

31.1 

Section 302 Certification of Principal Executive Officer.*

31.2 

Section 302 Certification of Principal Financial Officer.* 

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.* 

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.* 

101.INS

SBRL Instance Document.*

101.SCH

XBRL Taxonomy Extension Schema Document*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB

XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document*

 

* Furnished herewith.              

 

37

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

GLOBAL ARENA HOLDINGS, INC.

    a Nevada corporation

 

 

Date: July 16, 2024

By:

/s/ John Matthews        

 

 

John Matthews

 

 

Chief Executive Officer

 

 

 

Date: July 16, 2024

By:

/s/ John Matthews        

 

 

John Matthews

 

 

Chief Financial Officer

  

 38


nullnullnullnullv3.24.2
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2024
Jul. 16, 2024
Cover [Abstract]    
Entity Registrant Name GLOBAL ARENA HOLDING, INC.  
Entity Central Index Key 0001138724  
Document Period End Date Mar. 31, 2024  
Document Type 10-Q  
Amendment Flag false  
Document Transition Report false  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-49819  
Entity Tax Identification Number 33-0931599  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 1159 2nd Avenue  
Entity Address, Address Line Two Ste 454  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10065  
City Area Code 646  
Local Phone Number 801-5524  
Entity Current Reporting Status Yes  
Entity Common Stock, Shares Outstanding   1,479,879,507
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
v3.24.2
CONSOLIDATED BALANCE SHEETS - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets:    
Cash and cash equivalents $ 23,577 $ 21,592
Prepaid Expense   0
Total current assets 23,577 21,592
Deposits for proposed acquisitions 566,150 566,150
TOTAL ASSETS 589,727 587,742
Current Liabilities:    
Accounts payable 343,372 343,372
Due to related party 6,700 6,700
Accrued expenses 4,614,138 4,527,781
Convertible promissory notes payable, net of debt discount of $21,086 and $24,841 4,414,796 4,436,356
Promissory notes payable 340,044 368,582
Derivative liability 29,083 9,138
Total current liabilities 9,748,133 9,691,929
STOCKHOLDERS' DEFICIT    
Common stock, $0.001 par value; 4,000,000,000 and 4,000,000,000 shares authorized;1,479,879,507 and 1,221,223,807 shares issued and outstanding 1,479,879 1,221,223
Additional paid-in capital 22,013,554 22,195,411
Accumulated deficit (32,629,326) (32,498,308)
Total Global Arena Holding, Inc. stockholders' deficit (9,135,364) (9,081,145)
Noncontrolling interest (23,042) (23,042)
Total stockholders' deficit (9,158,406) (9,104,187)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 589,727 587,742
Series B Preferred Stock    
STOCKHOLDERS' DEFICIT    
Preferred stock, $0.001 par value; 2,000,000 shares authorized;Series B preferred stock; 250,000 shares authorized 49,202 and 49,202 issued and outstanding Series C preferred stock; 750,000 shares authorized 480,000 and 0 issued and outstanding 49 49
Series C Preferred Stock    
STOCKHOLDERS' DEFICIT    
Preferred stock, $0.001 par value; 2,000,000 shares authorized;Series B preferred stock; 250,000 shares authorized 49,202 and 49,202 issued and outstanding Series C preferred stock; 750,000 shares authorized 480,000 and 0 issued and outstanding $ 480 $ 480
v3.24.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Debt discount on convertible promissory notes payable $ 21,086 $ 24,841
Preferred stock, par value per share $ 0.001 $ 0.001
Preferred stock, shares authorized 2,000,000 2,000,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common stock, shares authorized 4,000,000,000 4,000,000,000
Common stock, shares issued 1,479,879,507 1,221,223,807
Common stock, shares outstanding 1,479,879,507 1,221,223,807
Series B Preferred Stock    
Preferred stock, shares authorized 250,000 250,000
Preferred Stock, Shares Issued 49,202 49,202
Preferred stock, shares outstanding 49,202 49,202
Series C Preferred Stock    
Preferred stock, shares authorized 750,000 750,000
Preferred Stock, Shares Issued 480,000 0
Preferred stock, shares outstanding 480,000 0
v3.24.2
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues:    
Services $ 232,123 $ 106,192
Operating expenses:    
Salaries and benefits 43,967 165,378
Marketing and advertising 38,606 37,663
Software development 678 1,326
Professional fees 34,870 67,668
General and administrative 44,829 45,495
Printing 16,295 2,403
Total operating expenses 179,245 319,933
Loss from operations 52,878 (213,741)
Other expenses:    
Interest expense and financing costs (163,951) (271,204)
Other income (expense) 0 (6,581)
Change in fair value of derivative liability (19,945) (34,869)
Total other expenses (183,896) (312,654)
Income (loss) before provision for taxes (131,018) (526,395)
Provision for income taxes 0 0
Net loss (131,018) (526,395)
Net loss attributed to noncontrolling interest 0 0
Net loss attributed to Global Arena Holding, Inc. $ (131,018) $ (526,395)
Weighted average shares outstanding - basic (in shares) 1,331,365,834 248,113,809
Weighted average shares outstanding - diluted (in shares) 1,331,365,834 248,113,809
Earnings (loss) per share - basic (in dollars per share) $ (0) $ (0)
Earnings (loss) per share - diluted (in dollars per share) $ (0) $ (0)
v3.24.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)
Series B Preferred Stock
Preferred Stock
Series B Preferred Stock
Series C Preferred Stock
Preferred Stock
Series C Preferred Stock
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total Global Stockholders' Deficit
Noncontrolling Interest
Total
Balance preferred stock, shares at Dec. 31, 2022 49,202   480,000              
Balance common stock, shares at Dec. 31, 2022         270,777,969          
Balance at Dec. 31, 2022 $ 49   $ 480   $ 270,778 $ 22,411,335 $ (31,306,048) $ (8,623,406) $ (23,042) $ (8,646,448)
Issuance of common stock for convertible debt and accrued interest, shares         67,081,217          
Issuance of common stock for convertible debt and accrued interest, value         $ 67,081 29,363   96,444   96,444
Conversion of warrants (Shares)         23,603,891          
Conversion of warrants         $ 23,604 (23,604)       0
Allocated value of warrants and beneficial conversion           22,396   22,396   22,396
Net loss             (526,395) (526,395)   (526,395)
Balance preferred stock , shares at Mar. 31, 2023 49,202   480,000              
Balance common stock, shares at Mar. 31, 2023         361,463,077          
Balance at Mar. 31, 2023 $ 49   $ 480   $ 361,463 22,439,490 (31,832,443) (9,030,961) (23,042) $ (9,054,003)
Balance preferred stock, shares at Dec. 31, 2023 49,202 49,202 480,000 0            
Balance common stock, shares at Dec. 31, 2023         1,221,223,807         1,221,223,807
Balance at Dec. 31, 2023 $ 49   $ 480   $ 1,221,223 22,195,411 (32,498,308) (9,081,145) (23,042) $ (9,104,187)
Issuance of common stock for convertible debt and accrued interest, shares         258,655,700          
Issuance of common stock for convertible debt and accrued interest, value         $ 258,656 (181,857)   76,799   76,799
Net loss             (131,018) (131,018)   $ (131,018)
Balance preferred stock , shares at Mar. 31, 2024 49,202 49,202 480,000 480,000            
Balance common stock, shares at Mar. 31, 2024         1,479,879,507         1,479,879,507
Balance at Mar. 31, 2024 $ 49   $ 480   $ 1,479,879 $ 22,013,554 $ (32,629,326) $ (9,135,364) $ (23,042) $ (9,158,406)
v3.24.2
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
OPERATING ACTIVITIES:    
Net loss $ (131,018) $ (526,395)
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Amortization of debt discount 26,346 91,329
Change in fair value of derivative liability 19,945 34,867
Non-cash expense associated with warrant 0 22,396
Change in assets and liabilities:    
Deferred revenue 0 0
Prepaid Expense 0 750
Accounts payable 0 0
Accrued expenses 91,794 227,807
Net cash used in operating activities 7,067 (149,246)
INVESTING ACTIVITIES:    
Net cash used in investing activities 0 0
FINANCING ACTIVITIES:    
Proceeds from convertible promissory notes payable 90,000 93,700
Proceeds from promissory notes payable 28,000 31,687
Repayment of convertible promissory notes payable (70,510) (65,050)
Repayment of promissory notes payable (52,572) (47,615)
Investment from Director 0 6,700
Net cash provided by financing activities (5,082) 19,422
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,985 (129,824)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE 21,592 149,714
CASH AND CASH EQUIVALENTS, ENDING BALANCE 23,577 19,890
CASH PAID FOR:    
Interest 0 0
Income taxes 0 0
NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Allocated value of warrants and beneficial conversion features related to debt 0 22,396
Debt converted to common stock 76,799 9,644
Original Issuance Discount $ 22,722 $ 0
v3.24.2
ORGANIZATION
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION

NOTE 1 - ORGANIZATION

 

Organization and Business

 

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

 

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

 

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

 

On May 20, 2015, the Company incorporated a new wholly owned entity in the State of Delaware called GAHI Acquisition Corp. This entity was incorporated at the time to be the merger subsidiary for the acquisition of Blockchain Technologies Corp. (BTC) and other software system development.

 

On May 20, 2015, the Company entered into an agreement and plan of merger with BTC. Under this agreement, BTC would have merged with GAHI Acquisition, and GAHI Acquisition, would have been the surviving corporation. As consideration for the merger, the Company was to reserve a number of shares equal to 1/3 the total issued and outstanding of the Company to be issued to BTC shareholders at closing. On October 20, 2015, the parties agreed to extend the closing date of the merger to December 15, 2015. This agreement expired on December 15, 2015.

 

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

 

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

 

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

 

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

 

On June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the terms of the agreement GES was to invest $50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing  30% of TrueVote Inc. The Company on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the agreement GES is to invest an additional $10,000 and the Company issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company. The transaction closed on February 27, 2023.  

 

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members. The Company was formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized; par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Company’s debt is in default as of March 31, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with their ability to raise additional funds that the Company should be able to continue as a going concern.

 

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

v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Noncontrolling Interest

 

The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.

 

The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and comprehensive loss.

 

Basic and Diluted Earnings (Loss) Per Share

 

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

 

             

 

 

March 31,

 

 

 

2024

   

2023

 

Options

    -       -  

Warrants

    1,038,083,333       1,193,260,301  

Convertible notes

    1,409,370,579       1,804,346,045  

Total

    2,447,453,912       2,997,606,346  

 

Management Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

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

 

Convertible Debt

 

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

 

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

 

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

 

Derivative Financial Instruments

 

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

 

Revenue Recognition

 

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

 

Share-Based Compensation

 

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

 

Fair Value of Financial Instruments

 

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

 

Fair Value Measurements

 

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

 

 

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

Cash, accounts payable and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short-term nature.

 

Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost.  The carrying amount approximates their fair value.

 

The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

 

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

 

 

 

Fair Value

As of

   

Fair Value Measurements at

 

Description

 

March 31,

2024

   

March 31, 2024

Using Fair Value Hierarchy

 

 

 

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

 

 

Fair Value

     

 

 

 

 

As of

   

Fair Value Measurements at

 

Description

 

December 31,

2023

   

December 31, 2023

Using Fair Value Hierarchy

 

 

   

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

9,138

    $

-

    $

9,138

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

9,138

    $

-

    $

9,138

    $

-

 

 

Income Taxes

 

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

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

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

 

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

 

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

 

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

v3.24.2
ACQUISITION DEPOSITS
3 Months Ended
Mar. 31, 2024
Business Combinations [Abstract]  
ACQUISITION DEPOSITS

NOTE 3 - ACQUISITION DEPOSITS

 

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

 

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

 

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members. The Company was formed to explore opportunities in the oil, gas, mineral, and energy business. Tidewater Energy Group Inc. has 40,000,000 common shares authorized: par value $0.001. There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%). The Company invested $50,000 into Tidewater Energy Group Inc. for general capital and administrative expenses in January 2020. The Company plans to close Tidewater Energy Group Inc. in the third quarter of 2024.

v3.24.2
ACCRUED EXPENSES
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES

NOTE 4 - ACCRUED EXPENSES

 

Accrued expenses at March 31, 2024 and December 31, 2023 consisted of the following:

 

 

March 31,

   

December 31,

 
   

2024

    2023  

Accrued interest

 

$

3,410,029    

$

3,278,920

 

Accrued compensation

    1,167,391      

1,212,423

 

Other accrued expenses

    36,718      

36,438

 

 

 

$

4,614,138    

$

4,527,781

 
v3.24.2
PROMISSORY NOTES PAYABLE
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
PROMISSORY NOTES PAYABLE

NOTE 5 - PROMISSORY NOTES PAYABLE

 

In March 2014, the Company issued two promissory notes for a total of $230,000. The interest rate is the short-term applicable federal rate as determined by the Internal Revenue Service for the calendar month plus 10%. These two promissory notes are due on December 31, 2023, as amended. The outstanding balance was $ 204,300 and $230,000 as of March 31, 2024 and December 31 2023, respectively.

 

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

 

In October 6, 2022, the Company entered into an revenue share agreement with an investor for a total of $47,950, on the purchase amount of $35,000 and OID of $12,950. There is no interest rate, but the Company will disburse a daily payment of $343 to EBF Holdings, LLC. As of March 31 2024 the loan has been paid off.

 

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

 

In October 5, 2022, the Company entered into an revenue share agreement with an investor for a total of $22,350, on the purchase amount of $15,000 and OID of $7,350. There is no interest rate, but the Company will disburse a daily payment of $298 to Capytal.com. As of March 31 2024 the loan has been paid off.

 

In November 29, 2022, the Company entered into promissory note agreement with an investor for a total of $100,000. The outstanding balance was $100,000 and $100,000 as of March 31, 2024 and December 31 2023

 

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

v3.24.2
CONVERTIBLE PROMISSORY NOTES PAYABLE
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE PROMISSORY NOTES PAYABLE

NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

 

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

 

             

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 

Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through March 31, 2024, as amended. ($1,827,747 in default)

 

$

3,123,675    

$

3,089,949  

Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of March 31, 2024 the conversion price would be $0.001 per share). Maturity dates through March 31, 2024, as amended.

    185,784       234,834  

Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through March 31, 2024, as amended. ($1,129,823 in default)

    1,126,423       1,136,423  

Total convertible promissory notes payable

   

4,461,606

      4,461,606  

Unamortized debt discount

    (21,086 )     (24,851 )

Convertible promissory notes payable, net discount

    4,414,796       4,436,355  

Less current portion

    (4,414,796 )     (4,436,355 )

Long-term portion

  $ -     $ -  

 

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

 

       

Convertible promissory notes payable, December 31, 2023

 

$

4,436,355

 

Issued for cash

   

90,000

 

Issued for original issue discount

   

(8,750

)

Repayment for cash

   

(52,572

)

Conversion to common stock

   

(71,502

)

Issuance of common stock for debt settlement

   

-

 

Debt discount related to new convertible promissory notes

   

-

 

Amortization of debt discounts

   

21,265

 

Convertible promissory notes payable, March 31, 2024

  $

4,414,796

 
v3.24.2
DERIVATIVE FINANCIAL INSTRUMENTS
3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS

 

Certain of the Company’s convertible promissory notes payable are convertible into shares of the Company’s common stock at a percentage of the market price on the date of conversion. The Company has determined that the variable conversion rate is an embedded derivative instrument. The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation dates. Weighted average assumptions used to estimate fair values are as follows:

 

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 

Risk-free interest rate

   

5.36-5.38

%    

5.26- 5.55

%

Expected life of the options (Years)

   

0.50

     

0.50-0.51

 

Expected volatility

   

281.36%-306.34

%    

248.25%-279.55

%

Expected dividend yield

    0 %     0 %

 

               

Fair Value

  $ 29,083     $ 9,138  

 

A rollforward of the derivative liability from December 31, 2023 to March 31, 2024:

 

Derivative liabilities, December 31, 2023

  $

9,138

 

Change in fair value of derivative liabilities

   

19,945

 

Derivative liabilities, March 31, 2024

  $

29,083

 
v3.24.2
STOCKHOLDERS' DEFICIT
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCKHOLDERS' DEFICIT

NOTE 8 - STOCKHOLDERS’ DEFICIT

 

Series B Preferred Stock

 

Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock. The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year. The Series B Preferred Stock 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 or 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.

 

During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000. During the year ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock. During the year ended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares of common stock.

 

Series C Preferred Stock

 

Pursuant to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of 750,000 Series C Preferred Stock with the following terms and rights:

 

A. Designation and Number.  A series of the preferred stock, designation the “Series C Preferred Stock,” $0.001 par value, is hereby established.  The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (750,000).  The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.

B.  Dividend Provisions. None

C.  Conversion Rights.  None

D.  Preemptive Rights.  None

E. Voting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast 5,000 votes on all matters submitted to a vote of the stockholders of the Corporation.

 

On July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

 

120,000 Series C Preferred Shares - John Matthews, CEO/CFO

120,000 Series C Preferred Shares – Martin Doane, Director

120,000 Series C Preferred Shares – Facundo Bacardi, Director

120,000 Series C Preferred Share – Kathryn Weisbeck, Director of Public Relations/Marketing

 

The Series C Preferred Shares were issued on July 29, 2022

 

Common Stock

 

On April 28, 2016, the stockholders approved an amendment to the Companys articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. In addition, the stockholders also approved an amendment to the Companys Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be issued under the Plan from 3,000,000 shares to 7,460,000 shares.

 

On October 11, 2019, the Company’s shareholders approved an increase of the Company’s authorized shares by Two Billion Common Shares

 

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

 

 

1 for 12 Reverse Split
 

New Cusip: 37951M300
 

Current CUSIP: 37951M102
 

Daily List Announcement Date: 10/4/2022
 

Market Effective Date: 10/5/2022

 

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

 

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

 

 

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

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

 

 

67,081,217 shares of common stock for convertible notes of $72,202 and accrued interest of $24,243.

 

23,603,891 for the cashless exercise of 32,187,124 warrants.

     

Option Activity

 

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

 

Warrant Activity

 

A summary of warrant activity is presented below:

 

                         

 

             

Weighted

       

 

        Weighted     Average        

 

        Average     Remaining     Aggregate  

 

 

Number of

   

Exercise

   

Contractual

   

Intrinsic

 

 

 

Warrants

   

Price ($)

   

Life (in years)

   

Value ($)

 

Outstanding, December 31, 2023

  1,045,226,190     0.001     2.17     -  

Granted

                       

Exercised

                       

Forfeited/Canceled

  (7,142,857

)

                 

Outstanding, March 31, 2024

  1,038,083,333     0.001     2.04     -  

Exercisable, March 31, 2024

  1,038,083,333     0.001     2.04     -  

 

The exercise price for warrants outstanding at March 31, 2024:

 

Outstanding and Exercisable

 

Number of

      Exercise  

Warrants

      Price  

7,500,000

    $ 0.00250  

951,812,876

      0.00100  

29,270,457

      0.00170  

4,500,000

      0.00120  

25,000,000

      0.00200  

20,000,000

      0.00300  

1,038,083,333

         

 

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

•    Expected life of 2-5 years

    Volatility of 281%

    Dividend yield of 0%;

    Risk free interest rate of 538%

v3.24.2
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 9 - COMMITMENTS AND CONTINGENCIES

 

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

 

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

 

On October 16, 2020, the Company’s subsidiary, Tidewater Energy Group Corp. was named as a defendant in a lawsuit filed in District Court in and For Tulsa County, State of Oklahoma, CJ-2020-3172. On January 13, 2021, the plaintiffs added the Company to the lawsuit. The plaintiffs are seeking damages, disgorgement and specific performance relief relating to a Purchase and Sale Agreement to purchase all of the membership interests in Foster Energy. The Company has obtained counsel to dispute the charges. On March 18, 2021, the Company filed a motion to dismiss and brief in support.  The Company asserted that the plaintiffs’ claims are entirely without merit as the Company was not a party to the Purchase and Sale Agreement or the related non-disclosure agreement. Tidewater concurrently filed a motion to dismiss based on legal remedies available to Tidewater. On December 7, 2022 the case was dismissed with each party bearing their own attorney fees and costs.

 

On March 31, 2022, the Company was named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002. The plaintiff has alleged breach of contract and unjust enrichment. The plaintiff is seeking damages relating to a plaintiff’s prior employment agreement with the Company. The Company has obtained counsel to dispute the charges. On July 19, 2023 the Company entered into a settlement agreement with the plaintiff, requiring the Company to pay $30,000. The Company made payments of $5,000 on September 15, 2023, and $5,000 on November 10, 2023, and $5,000 and March 8, 2024.

 

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

 

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

v3.24.2
AGREEMENTS
3 Months Ended
Mar. 31, 2024
Agreements Disclosure [Abstract]  
AGREEMENTS

NOTE 10 - AGREEMENTS

 

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

 

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

 

On January 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel Rodriquez will receive 15,000,000 million common shares in return for his software expertise in the development of GES election software. This new ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a total of 30,000,000 warrants to purchase the Company’s common shares at a price of $0.005 as consideration for the services of HCAS and Mr. Magdiel Rodriquez. Mr. Rodriguez has over 25 years’ experience in the areas of Information Security, Enterprise Risk Management and Compliance, Information Technology and Operations including 21 years with Visa Inc. where he performed as Senior Business Leader of Information Security. Magdiel has extensive experience in a broad range of areas related to Information Security, Network Engineering, and Enterprise Governance, Risk and Compliance and Payment networks within the financial industry. Management anticipates the closing of this transaction will occur in the third quarter of 2024.

 

On June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $25,000 CHF payment for the development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, wherein BVV was to serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform and GES would pay BVV $25,000 CHF payment upon completion of the engagement. This agreement replaced a June 19, 2019 engagement letter with Blockchain Valley Ventures (“BVV”) of Zug Switzerland. Under the terms of the original agreement, GES was to pay BVV 50,000 Swiss Francs (CHF).

 

GES made payments of $25,000 CHF and received the working paper primarily covering the following matters:
 

 

Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by Global Election Services Inc.

 

Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology.

 

Documentation of the results of a) and b) in order to provide the basis of the technical development of the platform.

 

Development of an implementation recommendation with respect to Voting on the Blockchain Platform.

 

Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation.

 

Project Management during the engagement.

 

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

 

GES Investment in TrueVote Inc.

 

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

 

The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a “checksum” that is posted on the blockchain, proving all data is immutable and unalterable.

 

True Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer, getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com, which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014, leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim to enhance consumer adoption of DLT technology. 

 

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

 

2) Tidewater Energy Group Inc.

 

On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc. The Board of Directors appointed John S. Matthews and Jason Old as Board members.

 

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

 

3) GAHI Acquisition Corp.

 

On June 7, 2019, the Company’s second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company’s Board of Directors to infuse an initial deposit of $50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition will be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company will cause GAHI Acquisition to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. The Company added Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company’s Board of Directors authorized the termination of the transaction previously authorized to infuse an initial deposit of $50,000 into GAHI Acquisition for general capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy and mineral companies. GAHI Acquisition will remain a 100% subsidiary of the Company and will focus on Blockchain related companies for investments and acquisition.

 

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

 

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

 

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

 

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $10,500. The note bears a 12% interest and mature in twelve months. The Note can be converted into 8,000,000 shares of the Company’s common stock.

 

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $20,000. The note bears a 12% interest and mature in twelve months. The Note can be converted into 8,000,000 shares of the Company’s common stock.

 

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

 

On February 2, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note has been repaid in full as of September 30, 2022.

 

On February 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $16,500 with original issue discount of $2,500. The note bears 10% interest and mature in six months. On May 20, 2022, the company entered into a new agreement including the original payment and two additional payments of $10,000 on April 15, 2022 and $26,000 on May 20, 2022. The note bears an interest of 12% and matures in 30 days. On August 16, 2022, entered into a new agreement including the payments above, an additional payment of $7,000 on August 16, 2022. The note bears an interest of 12% and matures in 30 days.
 

On March 30, 2022, the Company entered into a convertible note with an investor for the amount of $20,000. The note bears a 12% interest and mature in twelve months. The Note can be converted into Global Election Services Inc. common stock at an $8,000,000 valuation.

 

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

 

On April 7, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,500 with original issue discount of $1,500. The note bears 12% interest and matures in 21 days. 

 

On May 27, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $10,000. The note bears 12% interest and matures in three months.

 

On June 3, 2022, Global Election Services, Inc. entered into a promissory note with an investor for the amount of $12,000 with original issue discount of $2,000. The note bears 10% interest and matures in 2 months.

 

On June 15, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $140,000 with an original issue discount in the amount of $14,000 mature in twelve months. The note can be converted to the Company’s common stock at $0.0005 per share. In connection with the issuance of the convertible promissory note, the Company also issued two common stock purchase warrant, the first common stock purchase warrant for a total of 100,000,000 shares of the Company’s common stock and the second common stock purchase warrant for a total of 260,000,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0010 per share vesting in five years. The Principal portion of this note as of March 31, 2024 has been paid off by the lender converting the debt into common stock.

 

On August 23, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $62,000 with an original issue discount in the amount of $6,200 mature in twelve months.

 

On December 30, 2022, the Company entered into a 12% annum interest convertible promissory note with an investor for the principal amount of $150,000 with an mature in sixteen months. The note can be converted to the Company’s common stock at $0.0025 per share. In connection with the issuance of the convertible promissory note, the Company also issued one common stock purchase warrant, the common stock purchase warrant for a total of 7,500,000 shares of the Company’s common stock. The exercise price for both warrants are $0.0025 per share vesting in five years. The Principal portion of this note as of March 31, 2024 has been paid off by the lender converting the debt into common stock.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

On May 18, 2023, Global Arena Holdings, Inc, entered into an unsecured Convertible Promissory Note with an investor for the amount of $20,000. The note bears a 12% interest and matures in twelve months. The note can be converted to the Company’s common stock at $0.001 per share.

 

On June 1, 2023, Global Election Services entered into a Convertible Promissory Note with an investor in the principal amount of $5,800 with an annual interest of $12% to a non-affiliate with a maturity date of September 1, 2023. This note was paid off as of June 30, 2023.

 

On June 6, 2023, Global Elections Services, Inc. entered into an unsecured Convertible Promissory Note at $20,000 with an investor. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

 

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

 

On June 6, 2023, Global Election Services, Inc. entered into a convertible promissory note in the principal amount of $10,000 with an annual interest rate of 12% with the maturity date is June 6, 2024. This note was paid off as of June 30, 2023.

 

On June 7, 2023, Global Election Services, Inc. entered into an unsecured Convertible Promissory Note with an investor at $10,000. The note bears a 12% interest rate and matures in six months. The note can be converted to the Company’s common stock at $0.40 per share.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

v3.24.2
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the consolidated balance sheet date through July 15, 2024

 

On April 11, 2024, an investor invested $12,000 into the Company.  On April 25, 2024, Global Election Services paid the investor back in full.

 

On March 7, 2024, an investor invested $10,000 by paying a vendor on behalf of Global Election Services.  On April 25, 2024, Global Election Services paid the investor back in full.

 

On May 10, 2024, an investor invested $7,500 into the Company.  On May 16, 2024, Global Election Services paid the investor back in full.

 

On May 16, 2024, an investor invested $15,000 into the Company.  On June 14, 2024, Global Election Services paid the investor back in full.

 

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

 

On June 13, 2024, an investor paid Global Election Services $75,000 as part of a 90 Day Secured Loan 10% coupon.  This debt is currently open.

v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling Interest

Noncontrolling Interest

 

The Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.

 

The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and comprehensive loss.

Basic and Diluted Earnings (Loss) Per Share

Basic and Diluted Earnings (Loss) Per Share

 

Earnings per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

 

             

 

 

March 31,

 

 

 

2024

   

2023

 

Options

    -       -  

Warrants

    1,038,083,333       1,193,260,301  

Convertible notes

    1,409,370,579       1,804,346,045  

Total

    2,447,453,912       2,997,606,346  
Management Estimates

Management Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Significant estimates reflected in the consolidated financial statements include, but are not limited to, share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

 

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

Convertible Debt

Convertible Debt

 

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

 

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

 

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

Derivative Financial Instruments

Derivative Financial Instruments

 

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

Revenue Recognition

Revenue Recognition

 

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

Share-Based Compensation

Share-Based Compensation

 

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

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

Fair Value Measurements

Fair Value Measurements

 

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

 

 

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

Cash, accounts payable and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance sheets for these items are a reasonable estimate of fair value due to their short-term nature.

 

Promissory notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes payable are recorded at amortized cost.  The carrying amount approximates their fair value.

 

The Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

 

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

 

 

 

Fair Value

As of

   

Fair Value Measurements at

 

Description

 

March 31,

2024

   

March 31, 2024

Using Fair Value Hierarchy

 

 

 

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

 

 

Fair Value

     

 

 

 

 

As of

   

Fair Value Measurements at

 

Description

 

December 31,

2023

   

December 31, 2023

Using Fair Value Hierarchy

 

 

   

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

9,138

    $

-

    $

9,138

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

9,138

    $

-

    $

9,138

    $

-

 
Income Taxes

Income Taxes

 

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

 

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

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

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

 

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

 

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

 

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

 

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

v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of antidilutive securities excluded from computation of earnings per share
             

 

 

March 31,

 

 

 

2024

   

2023

 

Options

    -       -  

Warrants

    1,038,083,333       1,193,260,301  

Convertible notes

    1,409,370,579       1,804,346,045  

Total

    2,447,453,912       2,997,606,346  
Schedule of fair value hierarchy of assets and liabilities

 

 

Fair Value

As of

   

Fair Value Measurements at

 

Description

 

March 31,

2024

   

March 31, 2024

Using Fair Value Hierarchy

 

 

 

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

29,083

    $

-

    $

29,083

    $

-

 

 

   

 

     

 

     

 

     

 

 

 

 

Fair Value

     

 

 

 

 

As of

   

Fair Value Measurements at

 

Description

 

December 31,

2023

   

December 31, 2023

Using Fair Value Hierarchy

 

 

   

 

   

Level 1

   

Level 2

   

Level 3

 

Beneficial conversion feature

  $

9,138

    $

-

    $

9,138

    $

-

 

 

   

 

     

 

     

 

     

 

 

Total

  $

9,138

    $

-

    $

9,138

    $

-

 
v3.24.2
ACCRUED EXPENSES (Tables)
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Schedule of accrued liabilities
 

March 31,

   

December 31,

 
   

2024

    2023  

Accrued interest

 

$

3,410,029    

$

3,278,920

 

Accrued compensation

    1,167,391      

1,212,423

 

Other accrued expenses

    36,718      

36,438

 

 

 

$

4,614,138    

$

4,527,781

 
v3.24.2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Tables)
3 Months Ended
Mar. 31, 2024
Convertible Debt [Abstract]  
Schedule of convertible promissory notes payable
             

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 

Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. Maturity dates through March 31, 2024, as amended. ($1,827,747 in default)

 

$

3,123,675    

$

3,089,949  

Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion (as of March 31, 2024 the conversion price would be $0.001 per share). Maturity dates through March 31, 2024, as amended.

    185,784       234,834  

Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES. The maturity dates through March 31, 2024, as amended. ($1,129,823 in default)

    1,126,423       1,136,423  

Total convertible promissory notes payable

   

4,461,606

      4,461,606  

Unamortized debt discount

    (21,086 )     (24,851 )

Convertible promissory notes payable, net discount

    4,414,796       4,436,355  

Less current portion

    (4,414,796 )     (4,436,355 )

Long-term portion

  $ -     $ -  
Schedule of rollfoward of convertible promissory notes payable
       

Convertible promissory notes payable, December 31, 2023

 

$

4,436,355

 

Issued for cash

   

90,000

 

Issued for original issue discount

   

(8,750

)

Repayment for cash

   

(52,572

)

Conversion to common stock

   

(71,502

)

Issuance of common stock for debt settlement

   

-

 

Debt discount related to new convertible promissory notes

   

-

 

Amortization of debt discounts

   

21,265

 

Convertible promissory notes payable, March 31, 2024

  $

4,414,796

 
v3.24.2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables)
3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of valuation techniques used in determining fair value of derivative liability

 

 

March 31,

   

December 31,

 

 

 

2024

   

2023

 

Risk-free interest rate

   

5.36-5.38

%    

5.26- 5.55

%

Expected life of the options (Years)

   

0.50

     

0.50-0.51

 

Expected volatility

   

281.36%-306.34

%    

248.25%-279.55

%

Expected dividend yield

    0 %     0 %

 

               

Fair Value

  $ 29,083     $ 9,138  
Schedule of changes in fair value of financial derivatives

Derivative liabilities, December 31, 2023

  $

9,138

 

Change in fair value of derivative liabilities

   

19,945

 

Derivative liabilities, March 31, 2024

  $

29,083

 
v3.24.2
STOCKHOLDERS' DEFICIT (Tables)
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of warrant activity
                         

 

             

Weighted

       

 

        Weighted     Average        

 

        Average     Remaining     Aggregate  

 

 

Number of

   

Exercise

   

Contractual

   

Intrinsic

 

 

 

Warrants

   

Price ($)

   

Life (in years)

   

Value ($)

 

Outstanding, December 31, 2023

  1,045,226,190     0.001     2.17     -  

Granted

                       

Exercised

                       

Forfeited/Canceled

  (7,142,857

)

                 

Outstanding, March 31, 2024

  1,038,083,333     0.001     2.04     -  

Exercisable, March 31, 2024

  1,038,083,333     0.001     2.04     -  
Schedule of exercise price for warrants outstanding

Outstanding and Exercisable

 

Number of

      Exercise  

Warrants

      Price  

7,500,000

    $ 0.00250  

951,812,876

      0.00100  

29,270,457

      0.00170  

4,500,000

      0.00120  

25,000,000

      0.00200  

20,000,000

      0.00300  

1,038,083,333

         
v3.24.2
ORGANIZATION (Narratives) (Details) - USD ($)
1 Months Ended 3 Months Ended
Feb. 11, 2022
Jun. 15, 2019
May 10, 2019
Mar. 25, 2021
Dec. 17, 2019
Oct. 20, 2015
Mar. 31, 2024
Dec. 31, 2023
Nov. 19, 2019
Business Acquisition [Line Items]                  
Common stock, shares authorized             4,000,000,000 4,000,000,000  
Common stock, par value             $ 0.001 $ 0.001  
Common stock, shares issued             1,479,879,507 1,221,223,807  
Common stock, shares outstanding             1,479,879,507 1,221,223,807  
Exercise price of warrants issued $ 0.0005                
Exercise period of warrants issued 5 years                
Tidewater Energy Group Inc.                  
Business Acquisition [Line Items]                  
Common stock, shares authorized                 40,000,000
Common stock, par value                 $ 0.001
Common stock, shares issued                 10,000,000
Common stock, shares outstanding                 10,000,000
Number of common shares holds                 5,100,000
Amount invested for general capital and administrative expenses                 $ 50,000
Tidewater Energy Group Inc. | Common Shares                  
Business Acquisition [Line Items]                  
Common shares, ownership percentage                 51.00%
Joint venture with TrueVote, Inc | Global Election Services, Inc                  
Business Acquisition [Line Items]                  
Exercise price of warrants issued   $ 0.01     $ 0.01        
Exercise period of warrants issued   3 years     3 years        
Number of common shares and warrants issued to purchase common shares   4,500,000     4,500,000        
Payments made for investment   $ 50,000     $ 40,000        
Additional payment made for investment         $ 10,000        
Receive common shares of TrueVote   3,000,000              
Joint venture with TrueVote, Inc | Global Election Services, Inc | Common Shares                  
Business Acquisition [Line Items]                  
Common shares, ownership percentage   30.00%              
Election Services Solutions, LLC | Asset purchase agreement                  
Business Acquisition [Line Items]                  
Payment made by company     $ 550,000 $ 650,000          
Payments for acquisition     $ 511,150 $ 511,150     $ 511,150    
Number of common shares issued for acquisition     20,000,000 40,000,000     20,000,000    
Blockchain Technologies Corp                  
Business Acquisition [Line Items]                  
Payments for acquisition           $ 125,000      
Number of common shares issued for acquisition           1,377,398      
Number of common shares called by warrants           1,993,911      
Exercise price of warrants issued           $ 0.1      
Exercise period of warrants issued           3 years      
Number of common shares and warrants issued to purchase common shares           1,000,000      
Outstanding equity interest acquired           10.00%      
Election Services Solutions | Global Election Services, Inc                  
Business Acquisition [Line Items]                  
Ownership percentage by parent     80.00%            
Election Services Solutions | Asset purchase agreement                  
Business Acquisition [Line Items]                  
Ownership percentage by parent     100.00% 100.00%          
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Antidilutive Securities Excluded From Earnings) (Details) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 2,447,453,912 2,997,606,346
Options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 0 0
Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 1,038,083,333 1,193,260,301
Convertible notes    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 1,409,370,579 1,804,346,045
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Fair Value Of Assets And Liabilities) (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Beneficial conversion feature $ 29,083 $ 9,138
Total 29,083 9,138
Fair Value Measurements At Using Fair Value Hierarchy (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Beneficial conversion feature 0 0
Total 0 0
Fair Value Measurements At Using Fair Value Hierarchy (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Beneficial conversion feature 29,083 9,138
Total 29,083 9,138
Fair Value Measurements At Using Fair Value Hierarchy (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Beneficial conversion feature 0 0
Total $ 0 $ 0
v3.24.2
ACQUISITION DEPOSITS (Narratives) (Details) - USD ($)
1 Months Ended 3 Months Ended
Feb. 11, 2022
Jun. 15, 2019
May 10, 2019
Mar. 25, 2021
Dec. 17, 2019
Mar. 31, 2024
Dec. 31, 2023
Nov. 19, 2019
Business Acquisition [Line Items]                
Exercise period of warrants issued 5 years              
Exercise price of warrants issued $ 0.0005              
Common stock, shares authorized           4,000,000,000 4,000,000,000  
Common stock, par value           $ 0.001 $ 0.001  
Common stock, shares outstanding           1,479,879,507 1,221,223,807  
Common stock, shares issued           1,479,879,507 1,221,223,807  
Global Election Services, Inc | Election Services Solutions, LLC                
Business Acquisition [Line Items]                
Ownership percentage by parent     80.00%          
Tidewater Energy Group Inc.                
Business Acquisition [Line Items]                
Common stock, shares authorized               40,000,000
Common stock, par value               $ 0.001
Common stock, shares outstanding               10,000,000
Common stock, shares issued               10,000,000
Number of common shares holds               5,100,000
Amount invested for general capital and administrative expenses               $ 50,000
Tidewater Energy Group Inc. | Common Shares                
Business Acquisition [Line Items]                
Common shares, ownership percentage               51.00%
Asset purchase agreement | Election Services Solutions, LLC                
Business Acquisition [Line Items]                
Ownership percentage by parent     100.00% 100.00%        
Joint venture with TrueVote, Inc | Global Election Services, Inc                
Business Acquisition [Line Items]                
Payments made for investment   $ 50,000     $ 40,000      
Additional payment made for investment         $ 10,000      
Exercise period of warrants issued   3 years     3 years      
Exercise price of warrants issued   $ 0.01     $ 0.01      
Number of common shares and warrants issued to purchase common shares   4,500,000     4,500,000      
Receive common shares of TrueVote   3,000,000            
Joint venture with TrueVote, Inc | Global Election Services, Inc | Common Shares                
Business Acquisition [Line Items]                
Common shares, ownership percentage   30.00%            
Election Services Solutions, LLC | Asset purchase agreement                
Business Acquisition [Line Items]                
Payment made by company     $ 550,000 $ 650,000        
Payments for acquisition     $ 511,150 $ 511,150   $ 511,150    
Number of common shares issued for acquisition     20,000,000 40,000,000   20,000,000    
v3.24.2
ACCRUED EXPENSES (Schedule of Accrued Liabilities) (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued interest $ 3,410,029 $ 3,278,920
Accrued compensation 1,167,391 1,212,423
Other accrued expenses 36,718 36,438
Total accrued expenses $ 4,614,138 $ 4,527,781
v3.24.2
PROMISSORY NOTES PAYABLE (Narratives) (Details) - USD ($)
1 Months Ended
Oct. 06, 2022
Oct. 05, 2022
Apr. 14, 2022
Aug. 22, 2022
Mar. 31, 2014
Mar. 31, 2024
Dec. 31, 2023
May 22, 2023
Dec. 31, 2022
Nov. 29, 2022
Nov. 09, 2022
Oct. 20, 2022
Aug. 23, 2022
Jun. 15, 2022
Short-term Debt [Line Items]                            
Promissory notes payable           $ 340,044 $ 368,582              
Shareholder                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount                 $ 5,000          
Two Promissory Notes Payable                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount         $ 230,000     $ 200,000     $ 51,750 $ 69,000 $ 62,000 $ 140,000
Debt instrument, interest rate description         The interest rate is the short-term applicable federal rate as determined by the Internal Revenue Service for the calendar month plus 10%                  
Debt instrument maturity date         Dec. 31, 2023                  
Promissory notes payable           204,300 230,000              
Investor [Member] | EBF Holdings, LLC                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount     $ 41,100                      
Debt instrument, principal amount     30,000                      
Debt conversion, original debt, amount     11,100                      
Disburse daily payment     $ 304                      
Investor One [member] [Member] | EBF Holdings LLC One                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount $ 47,950                          
Debt instrument, principal amount 35,000                          
Debt conversion, original debt, amount 12,950                          
Disburse daily payment $ 343                          
Investor Two [Member] [Member] | Family Business Fund Llc                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount       $ 74,500                    
Debt instrument, principal amount       50,000                    
Debt conversion, original debt, amount       24,500                    
Disburse daily payment       $ 3,104                    
Investor Three [Member] [Member] | Capytal Dot Com                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount   $ 22,350                        
Debt instrument, principal amount   15,000                        
Debt conversion, original debt, amount   7,350                        
Disburse daily payment   $ 298                        
Investor Four [Member] [Member]                            
Short-term Debt [Line Items]                            
Convertible promissory note principal amount                   $ 100,000        
Promissory notes payable           $ 100,000 $ 100,000              
v3.24.2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Schedule Of Convertible Promissory Notes Payable) (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Less current portion $ (4,414,796) $ (4,436,356)
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share.    
Debt Instrument [Line Items]    
Total convertible promissory notes payable 3,123,675 3,089,949
Convertible promissory notes convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion    
Debt Instrument [Line Items]    
Total convertible promissory notes payable 185,784 234,834
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES    
Debt Instrument [Line Items]    
Total convertible promissory notes payable 1,126,423 1,136,423
Convertible Promissory Notes Payable    
Debt Instrument [Line Items]    
Total convertible promissory notes payable 4,461,606 4,461,606
Unamortized debt discount (21,086) (24,851)
Convertible promissory notes payable, net discount 4,414,796 4,436,355
Less current portion (4,414,796) (4,436,355)
Long-term portion $ 0 $ 0
v3.24.2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Schedule Of Convertible Promissory Notes Payable) (Details) (Parenthetical) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share.    
Debt Instrument [Line Items]    
Convertible promissory notes maturity date Mar. 31, 2024 Mar. 31, 2024
Convertible promissory notes $ 1,827,747 $ 1,827,747
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. | Minimum    
Debt Instrument [Line Items]    
Convertible promissory note interest rate 10.00% 10.00%
Convertible promissory notes into common shares at a fixed price $ 0.001 $ 0.001
Convertible promissory notes with interest rates ranging from 10% to 12% per annum, convertible into common shares at a fixed price ranging from $0.001 to $0.03 per share. | Maximum    
Debt Instrument [Line Items]    
Convertible promissory note interest rate 12.00% 12.00%
Convertible promissory notes into common shares at a fixed price $ 0.03 $ 0.03
Convertible promissory notes convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion    
Debt Instrument [Line Items]    
Convertible promissory notes discount rate 60.00% 60.00%
Convertible promissory notes fixed conversion price $ 0.001 $ 0.001
Convertible promissory notes maturity date Mar. 31, 2024 Mar. 31, 2024
Convertible promissory notes convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion | Minimum    
Debt Instrument [Line Items]    
Convertible promissory note interest rate 10.00% 10.00%
Convertible promissory notes convertible into common shares at prices equal to 60% discount from the lowest trade price in the 20-25 trading days prior to conversion | Maximum    
Debt Instrument [Line Items]    
Convertible promissory note interest rate 12.00% 12.00%
Convertible promissory notes with interest at 12% per annum, convertible into common shares of GES    
Debt Instrument [Line Items]    
Convertible promissory note interest rate 12.00% 12.00%
Convertible promissory notes maturity date Mar. 31, 2024 Mar. 31, 2024
Convertible promissory notes $ 1,129,823 $ 1,129,823
Convertible percentage of GES convertible into common shares of GES convertible into common shares of GES
v3.24.2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Schedule Of Rollfoward Of Convertible Promissory Notes Payable) (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Debt Instrument [Line Items]    
Convertible promissory notes payable, beginning balance $ 4,436,356  
Repayment for cash (70,510) $ (65,050)
Amortization of debt discount 26,346 $ 91,329
Convertible promissory notes payable, ending balance 4,414,796  
Convertible Promissory Notes Payable    
Debt Instrument [Line Items]    
Convertible promissory notes payable, beginning balance 4,436,355  
Issued for cash 90,000  
Issued for original issue discount (8,750)  
Repayment for cash (52,572)  
Conversion to common stock (71,502)  
Issuance of common stock for debt settlement 0  
Debt discount related to new convertible promissory notes 0  
Amortization of debt discount 21,265  
Convertible promissory notes payable, ending balance $ 4,414,796  
v3.24.2
DERIVATIVE FINANCIAL INSTRUMENTS (Valuation Techniques Used In Fair Value Of Derivative Liability) (Details) - Derivative liabilities
3 Months Ended 12 Months Ended
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Fair value assumptions - derivative liabilites:    
Fair value $ 29,083 $ 9,138
Risk-free interest rate | Minimum    
Fair value assumptions - derivative liabilites:    
Derivative liability, measurement input 5.36 5.26
Risk-free interest rate | Maximum    
Fair value assumptions - derivative liabilites:    
Derivative liability, measurement input 5.38 5.55
Expected Term    
Fair value assumptions - derivative liabilites:    
Expected life of the options (Years) 6 months  
Expected Term | Minimum    
Fair value assumptions - derivative liabilites:    
Expected life of the options (Years)   6 months
Expected Term | Maximum    
Fair value assumptions - derivative liabilites:    
Expected life of the options (Years)   6 months 3 days
Expected volatility | Minimum    
Fair value assumptions - derivative liabilites:    
Derivative liability, measurement input 281.36 248.25
Expected volatility | Maximum    
Fair value assumptions - derivative liabilites:    
Derivative liability, measurement input 306.34 279.55
Expected dividend yield    
Fair value assumptions - derivative liabilites:    
Derivative liability, measurement input 0 0
v3.24.2
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule Of Changes In Fair Value Of Financial Derivatives) (Details) - Derivative Financial Instruments, Liabilities
3 Months Ended
Mar. 31, 2024
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Derivative liabilities, December 31, 2023 $ 9,138
Change in fair value of derivative liabilities 19,945
Derivative liabilities, March 31, 2024 $ 29,083
v3.24.2
STOCKHOLDERS' DEFICIT (Summary Of Warrant Activity) (Details) - Warrants - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Number of Warrants    
Outstanding 1,045,226,190  
Forfeited/Canceled (7,142,857)  
Outstanding 1,038,083,333 1,045,226,190
Exercisable 1,038,083,333  
Weighted Average Exercise Price    
Outstanding $ 0.001  
Outstanding 0.001 $ 0.001
Exercisable $ 0.001  
Weighted Average Remaining Contractual Life (in years)    
Outstanding 2 years 14 days 2 years 2 months 1 day
Exercisable 2 years 14 days  
Aggregate Intrinsic Value    
Outstanding, December 31, 2019 $ 0  
Outstanding, September 30, 2020 0 $ 0
Exercisable, September 30, 2020 $ 0  
v3.24.2
STOCKHOLDERS' DEFICIT (Summary Of Exercise Price For Warrants Outstanding) (Details) - Warrants - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 1,038,083,333 1,045,226,190
Exercise price for warrants outstanding $ 0.001 $ 0.001
Exercise Price $0.00250    
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 7,500,000  
Exercise price for warrants outstanding $ 0.0025  
Exercise Price $0.00100    
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 951,812,876  
Exercise price for warrants outstanding $ 0.001  
Exercise Price $0.00170    
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 29,270,457  
Exercise price for warrants outstanding $ 0.0017  
Exercise Price $0.00120    
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 4,500,000  
Exercise price for warrants outstanding $ 0.0012  
Exercise Price $0.00200    
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 25,000,000  
Exercise price for warrants outstanding $ 0.002  
Exercise Price $0.00300    
Class of Warrant or Right [Line Items]    
Number of warrants outstanding 20,000,000  
Exercise price for warrants outstanding $ 0.003  
v3.24.2
STOCKHOLDERS' DEFICIT (Preferred Stock) (Narratives) (Details)
1 Months Ended 3 Months Ended 12 Months Ended
Jul. 27, 2022
Vote
$ / shares
shares
Mar. 31, 2024
$ / shares
shares
Mar. 31, 2022
shares
Dec. 31, 2017
USD ($)
shares
Dec. 31, 2023
$ / shares
shares
Dec. 31, 2020
shares
Dec. 31, 2018
shares
Preferred stock, shares authorized   2,000,000     2,000,000    
Preferred stock, par value per share | $ / shares   $ 0.001     $ 0.001    
Common Stock              
Common stock issued for conversion of Series B Preferred Stock           36,519,609 30,743,885
Preferred stock shares converted     32,187,124        
Series B Preferred Stock              
Preferred stock, shares authorized   250,000     250,000    
Preferred stock dividend payment terms   The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year. The Series B Preferred Stock 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 or 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.          
Preferred stock dividend restrictions   up to a maximum of 10%          
Preferred stock conversion terms   The Series B Preferred Stock may be converted into common shares, at any time, at the option of the holder.          
Shares issued       90,000      
Proceeds from sale of stock | $       $ 900,000      
Common stock issued for conversion of Series B Preferred Stock           10,798 30,000
Preferred stock, shares issued   49,202     49,202    
Series C Preferred Stock              
Preferred stock, shares authorized 750,000 750,000     750,000    
Preferred stock, par value per share | $ / shares $ 0.001            
Preferred stock, voting rights, number of votes | Vote 5,000            
Preferred stock, shares issued 480,000 480,000     0    
Series C Preferred Stock | John Matthews, CEO/CFO              
Preferred stock, shares issued 120,000            
Series C Preferred Stock | Martin Doane, Director              
Preferred stock, shares issued 120,000            
Series C Preferred Stock | Facundo Bacardi, Director              
Preferred stock, shares issued 120,000            
Series C Preferred Stock | Kathryn Weisbeck, Director of Public Relations/Marketing              
Preferred stock, shares issued 120,000            
v3.24.2
STOCKHOLDERS' DEFICIT (Common Stock) (Narratives) (Details) - USD ($)
3 Months Ended
Oct. 05, 2022
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2023
Oct. 11, 2019
Apr. 28, 2016
Apr. 27, 2016
Common stock, shares authorized   4,000,000,000     4,000,000,000      
Common stock issued for cashless exercise of warrants     $ 0          
Common Stock                
Common stock, shares authorized           2,000,000,000 1,000,000,000 100,000,000
Reverse stock split 1 for 12 Reverse Split              
Number of shares issued for reverse stock split 216,571,612              
Common stock outstanding before reverse stock split 2,598,858,127              
Debt Conversion, Converted Instrument, Shares Issued   258,655,700   67,081,217        
Debt Conversion, Original Debt, Amount   $ 71,362   $ 72,202        
Accrued Interest Portion Of Debt Converted Into Common Stock   $ 5,437   24,243        
Common stock issued for cashless exercise of warrants     $ 23,604 $ 23,603,891        
Number of shares converted       32,187,124        
Common Stock | Stock Awards Plan                
Shares authorized to be issued under stock award plan             7,460,000 3,000,000
v3.24.2
STOCKHOLDERS' DEFICIT (Warrant Activity) (Narratives) (Details) - Warrants
3 Months Ended
Mar. 31, 2024
shares
Fair value assumptions - Warrant:  
Warrants issued 0
Fair value assumption model used Black-Scholes option pricing model
Volatility rate 281.00%
Dividend yield 0.00%
Risk free interest rate, minimum 538.00%
Minimum  
Fair value assumptions - Warrant:  
Expected life 2 years
Maximum  
Fair value assumptions - Warrant:  
Expected life 5 years
v3.24.2
COMMITMENTS AND CONTINGENCIES (Narratives) (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Mar. 08, 2024
Feb. 12, 2024
Jan. 15, 2024
Nov. 10, 2023
Jan. 13, 2023
Dec. 05, 2022
May 05, 2022
Jan. 07, 2022
Nov. 12, 2021
Oct. 01, 2021
Aug. 06, 2021
Apr. 12, 2021
Feb. 05, 2018
Jan. 05, 2018
Sep. 15, 2023
Jul. 19, 2023
Oct. 20, 2022
Aug. 23, 2022
Jun. 22, 2022
Jun. 15, 2022
May 22, 2022
Feb. 18, 2022
Jan. 27, 2021
Mar. 31, 2024
Dec. 31, 2018
May 22, 2023
Nov. 09, 2022
Feb. 11, 2022
Dec. 14, 2020
Mar. 31, 2014
Loss Contingencies [Line Items]                                                            
Damages paid $ 5,000     $ 5,000                     $ 5,000 $ 30,000                            
Owed legal fees         $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 10,000 $ 5,000 $ 5,000 $ 15,000             $ 5,000     $ 5,000 $ 5,000              
Strike price of warrants                                                       $ 0.0005    
Brett Pezzuto And Christian Pezzuto                                                            
Loss Contingencies [Line Items]                                                            
Damages paid                                               $ 1,565,610            
Accounts Payable                                                            
Loss Contingencies [Line Items]                                                            
Amount settlement in default and carried in accounts payable                                                         $ 219,576.39  
Settlement agreement                                                            
Loss Contingencies [Line Items]                                                            
Damages paid                         $ 25,000 $ 25,000                     $ 200,000          
Settlement agreement | Brett Pezzuto And Christian Pezzuto                                                            
Loss Contingencies [Line Items]                                                            
Owed legal fees     $ 85,210.8                                                      
Number of warrants issued   150,000,000                                                        
Strike price of warrants   $ 0.001                                                        
Settlement agreement | Brett Pezzuto                                                            
Loss Contingencies [Line Items]                                                            
Number of warrants issued   75,000,000                                                        
Settlement agreement | Christian Pezzuto                                                            
Loss Contingencies [Line Items]                                                            
Number of warrants issued   75,000,000                                                        
Two Promissory Notes Payable                                                            
Loss Contingencies [Line Items]                                                            
Convertible promissory note principal amount                                 $ 69,000 $ 62,000   $ 140,000           $ 200,000 $ 51,750     $ 230,000
Interest rate of debt                                 12.00% 12.00%   12.00% 12.00%                  
Strike price of warrants                                       $ 0.001                    
GES notes | Settlement agreement | Brett Pezzuto And Christian Pezzuto                                                            
Loss Contingencies [Line Items]                                                            
Convertible promissory note principal amount   $ 176,641                                                        
GAHC notes | Settlement agreement | Brett Pezzuto And Christian Pezzuto                                                            
Loss Contingencies [Line Items]                                                            
Amount settlement in default and carried in accounts payable   $ 234,000                                                        
Exercise price of warrants issued   $ 0.001                                                        
v3.24.2
AGREEMENTS (Narratives) (Details)
1 Months Ended 3 Months Ended 5 Months Ended
Mar. 15, 2024
USD ($)
Feb. 09, 2024
USD ($)
Feb. 07, 2024
USD ($)
Jan. 08, 2024
USD ($)
Dec. 13, 2023
USD ($)
Dec. 12, 2023
USD ($)
Dec. 06, 2023
USD ($)
Oct. 24, 2023
USD ($)
$ / shares
Aug. 14, 2023
USD ($)
$ / shares
Aug. 08, 2023
USD ($)
$ / shares
Aug. 04, 2023
USD ($)
$ / shares
Jul. 07, 2023
USD ($)
$ / shares
Jun. 14, 2023
USD ($)
$ / shares
Jun. 12, 2023
USD ($)
$ / shares
Jun. 06, 2023
USD ($)
$ / shares
Jun. 01, 2023
USD ($)
Apr. 11, 2023
USD ($)
shares
Apr. 08, 2023
USD ($)
$ / shares
Mar. 10, 2023
USD ($)
Mar. 08, 2023
USD ($)
Mar. 07, 2023
$ / shares
shares
Jun. 03, 2022
USD ($)
Apr. 07, 2022
USD ($)
Feb. 11, 2022
USD ($)
$ / shares
Feb. 03, 2022
USD ($)
Jan. 14, 2022
shares
Jan. 11, 2022
USD ($)
$ / shares
shares
May 13, 2019
$ / shares
shares
May 10, 2019
USD ($)
shares
Jan. 25, 2024
USD ($)
Dec. 28, 2023
USD ($)
Sep. 15, 2023
USD ($)
$ / shares
Aug. 25, 2023
USD ($)
$ / shares
May 18, 2023
USD ($)
$ / shares
Feb. 27, 2023
$ / shares
shares
Jan. 26, 2023
USD ($)
Dec. 30, 2022
USD ($)
$ / shares
shares
Oct. 20, 2022
USD ($)
Aug. 23, 2022
USD ($)
Aug. 16, 2022
USD ($)
Jun. 15, 2022
USD ($)
$ / shares
May 27, 2022
USD ($)
May 22, 2022
May 20, 2022
USD ($)
Apr. 15, 2022
USD ($)
Mar. 30, 2022
USD ($)
shares
Feb. 03, 2022
USD ($)
Feb. 02, 2022
USD ($)
Jun. 15, 2021
USD ($)
$ / shares
shares
Mar. 25, 2021
USD ($)
shares
Dec. 17, 2019
USD ($)
$ / shares
shares
Jun. 27, 2019
CHF (SFr)
Mar. 31, 2024
USD ($)
$ / shares
shares
Mar. 31, 2023
USD ($)
shares
Mar. 31, 2022
USD ($)
shares
Jun. 07, 2023
USD ($)
$ / shares
Feb. 20, 2024
USD ($)
Dec. 31, 2023
$ / shares
shares
Nov. 03, 2023
USD ($)
Sep. 13, 2023
USD ($)
Jul. 13, 2023
USD ($)
May 22, 2023
USD ($)
Jan. 31, 2023
USD ($)
Dec. 31, 2022
shares
Nov. 09, 2022
USD ($)
Nov. 28, 2019
USD ($)
Nov. 19, 2019
USD ($)
$ / shares
shares
Oct. 11, 2019
shares
Jun. 07, 2019
USD ($)
Apr. 28, 2016
shares
Apr. 27, 2016
shares
Mar. 31, 2014
USD ($)
Agreements [Line Items]                                                                                                                                                
Exercise period of warrants issued                                               5 years                                                                                                
Exercise price of warrants issued | $ / shares                                               $ 0.0005                                                                                                
Common stock, shares authorized | shares                                                                                                         4,000,000,000         4,000,000,000                            
Common stock, par value | $ / shares                                                                                                         $ 0.001         $ 0.001                            
Common stock, shares outstanding | shares                                                                                                         1,479,879,507         1,221,223,807                            
Common stock, shares issued | shares                                                                                                         1,479,879,507         1,221,223,807                            
Proceeds from convertible debt                                                                                                         $ 90,000 $ 93,700                                    
Third Party Purchaser                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Amount of unpaid principal and accrued interest                                                                                                                             $ 60,000                  
First warrant                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common Stock Purchase Warrant                                               $ 100,000,000                                                                                                
Second warrant                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common Stock Purchase Warrant                                               $ 260,000,000                                                                                                
Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Additional payment made for investment                                                                               $ 7,000       $ 26,000 $ 10,000                                                      
Common stock, shares issued | shares                                                                                           8,000,000                                                    
Convertible promissory note principal amount                                                 $ 16,500                                           $ 16,500 $ 12,000                                                
Maturity date                                                                               30 days       30 days                                                        
Interest rate of debt                                                                               12.00%       12.00%   12.00% 10.00%                                                  
Common Stock Purchase Warrant                                                                                           $ 20,000                                                    
Convertible promissory note original issue discount                                                 2,500                                           $ 2,500 2,000                                                
Tidewater Energy Group Inc.                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common stock, shares authorized | shares                                                                                                                                     40,000,000          
Common stock, par value | $ / shares                                                                                                                                     $ 0.001          
Common stock, shares outstanding | shares                                                                                                                                     10,000,000          
Common stock, shares issued | shares                                                                                                                                     10,000,000          
Number of common shares holds | shares                                                                                                                                     5,100,000          
Investment ownership percentage                                                                                                                                     51.00%          
Amount invested for general capital and administrative expenses                                                                                                                                     $ 50,000          
Joint Venture Agreement with Voting Portals, LLC                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares issuable for services rendered as part of agreement | shares                                                       10,000,000                                                                                        
Percentage of right to software owned                                                       100.00%                                                                                        
Master Services Agreement with HCAS Technologies                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares called by warrants | shares                                                       30,000,000                                                                                        
Payment for advisor | SFr                                                                                                       SFr 50,000                                        
Payment for development and facilitation of extended workshop | SFr                                                                                                       25,000                                        
Payment upon completion of engagement | SFr                                                                                                       SFr 25,000                                        
Exercise price of warrants issued | $ / shares                                                       $ 0.005                                                                                        
Independent Consulting Agreement Ica With Magdiel Rodriquez                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares issuable for services rendered as part of agreement | shares                                                   15,000,000                                                                                            
Asset Purchase Agreement with Election Services Solutions LLC                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Percentage of assets acquire                                                         100.00%                                         100.00%                                            
Total consideration to acquire assets                                                         $ 550,000                                         $ 650,000                                            
Payments to acquire assets                                                         $ 511,150                                         $ 511,150                                            
Number of common shares issuable for purchase of assets | shares                                                         20,000,000                                         40,000,000                                            
Joint venture with TrueVote, Inc | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Payments made for investment                                                                                                 $ 50,000   $ 40,000   $ 50,000                                      
Additional payment made for investment                                                                                                     $ 10,000                                          
Exercise period of warrants issued                                                                                                 3 years   3 years   3 years                                      
Exercise price of warrants issued | $ / shares                                                                                                 $ 0.01   $ 0.01   $ 0.01                                      
Number of common shares and warrants issued to purchase common shares | shares                                                                                                 4,500,000   4,500,000   4,500,000                                      
Receive common shares of TrueVote | shares                                                                                                 3       3,000,000                                      
Investment ownership percentage                                                                                                 30.00%                                              
Note settlement agreement                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Proceeds from convertible debt                                       $ 3,200                                                                                                        
Gahi Acquisition Corp                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Authorized to infuse initial deposit                                                                                                                                         $ 50,000      
Termination of transaction previously authorized to infuse initial deposit                                                                                                                                   $ 50,000            
Ownership percentage by parent                                                                                                                                   100.00%            
Common stock, par value | $ / shares                                               $ 0.0005                                                                                                
Convertible promissory note principal amount                                               $ 140,000                                                                                                
Interest rate of debt                                               12.00%                                                                                                
Convertible promissory note original issue discount                                               $ 14,000                                                                                                
Promissory Notes Payable                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Exercise period of warrants issued                                                                                 5 years                                                              
Exercise price of warrants issued | $ / shares                                                                                 $ 0.001                                                              
Common stock, par value | $ / shares                                                                                 $ 0.0005                                                              
Convertible promissory note principal amount                                                                           $ 69,000 $ 62,000   $ 140,000                                         $ 200,000     $ 51,750             $ 230,000
Maturity date                                                                           twelve months twelve months   twelve months                                                              
Interest rate of debt                                                                           12.00% 12.00%   12.00%   12.00%                                                          
Convertible promissory note original issue discount                                                                           $ 9,000 $ 6,200   $ 14,000                                                              
Promissory Notes Payable | First warrant                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common Stock Purchase Warrant                                                                                 100,000,000                                                              
Promissory Notes Payable | Second warrant                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common Stock Purchase Warrant                                                                                 $ 260,000,000                                                              
Promissory Notes Payable | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount                                           $ 12,000 $ 12,500                                     $ 10,000                                                            
Maturity date                                           2 months 21 days                                     three months                                                            
Interest rate of debt                                           10.00% 12.00%                                     12.00%                                                            
Convertible promissory note original issue discount                                           $ 2,000 $ 2,500                                                                                                  
Promissory Notes Payable One | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount                                             $ 12,500                                                                                                  
Maturity date                                             21 days                                                                                                  
Interest rate of debt                                             12.00%                                                                                                  
Convertible promissory note original issue discount                                             $ 1,500                                                                                                  
Convertible Promissory Note | True Vote                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares called by warrants | shares                                                                     2,250,000                                                                          
Exercise price of warrants issued | $ / shares                                                                     $ 0.0012                                                                          
Warrants exercisable, term                                                                     2 years                                                                          
Common Stock, No Par Value | $ / shares                                                                     $ 0.001                                                                          
Conversion price description                                                                     replacing a previous conversion price of $0.01                                                                          
Convertible Promissory Note | True Vote | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common stock, shares outstanding | shares                                                                     10,000                                                                          
Number of common stock issued for conversion of debt | shares                                                                     3,000                                                                          
Convertible Promissory Note | Global Arena Holding Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount       $ 28,750                                                                                                                                        
Interest rate of debt       15.00%                                                                                                                                        
Convertible promissory note original issue discount       $ 3,750                                                                                                                                        
Conversion price description       The note can be converted to the Company’s common stock at 75% multiplied by the lowest trading price for the common stock during the ten trading days prior to the conversion date.                                                                                                                                        
Common Stock                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common stock, shares authorized | shares                                                                                                                                       2,000,000,000   1,000,000,000 100,000,000  
Common stock, shares outstanding | shares                                                                                                         1,479,879,507 361,463,077       1,221,223,807           270,777,969                
Convertible debt                                                                                                         $ 71,362   $ 72,202                                  
Number of common stock issued for conversion of debt | shares                                                                                                         258,655,700   67,081,217                                  
Common Stock | Convertible Promissory Note                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Exercise price of warrants issued | $ / shares                                                                                                         $ 0.002                                      
Common stock, par value | $ / shares                                                                                                         $ 0.0005                                      
Warrants exercisable, term                                                                                                         5 years                                      
First Common Stock Purchase Warrant | Convertible Promissory Note                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares and warrants issued to purchase common shares | shares                                                                                                         50,000,000                                      
Second Common Stock Purchase Warrant | Convertible Promissory Note                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares and warrants issued to purchase common shares | shares                                                                                                         180,000,000                                      
Note Holder | Revenue share agreement | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount                                                                                                                 $ 41,972                              
Convertible promissory note original issue discount                                                                                                                 13,972                              
Fixed Payments                                                                                                                 3,816                              
Debt instrument, discounted value                                                                                                                 $ 28,000                              
Investor | Convertible Promissory Notes Payable One                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount                                                                                           $ 20,000                                                    
Annual interest rate of convertible promissory note                                                                                           12.00%                                                    
Investor | Convertible Promissory Notes Payable One | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount $ 10,000                                                                                                                                              
Interest rate of debt 12.00%                                                                                                                                              
Investor | Secured Original Discount Convertible Promissory Note | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount                                   $ 7,000                                                                                                            
Interest rate of debt               12.00% 12.00% 12.00% 12.00% 12.00%           12.00%                           12.00% 12.00%                                                                              
Convertible promissory note original issue discount               $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 7,500           $ 3,000                           $ 5,000 $ 500                                                                              
Convertible promissory notes fixed conversion price | $ / shares               $ 0.04 $ 0.04 $ 0.04 $ 0.04 $ 0.4           $ 0.004                           $ 0.04 $ 0.04                                                                              
Investor | Unsecured Convertible Promissory Note | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount         $ 30,000 $ 20,000 $ 10,000 $ 25,000 $ 23,000 $ 23,000 $ 30,000 $ 57,500 $ 30,000 $ 6,500 $ 20,000                               $ 20,000 $ 15,500 $ 5,000                                             $ 10,000     $ 63,750 $ 49,170 $ 78,100                      
Interest rate of debt         12.00% 12.00% 12.00%           12.00% 12.00% 12.00%                               12.00%                                                 12.00%                                
Convertible promissory notes fixed conversion price | $ / shares                         $ 0.4 $ 0.5 $ 0.4                                                                                 $ 0.4                                
Investor | Unsecured Convertible Promissory Note | Global Arena Holding Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Convertible promissory note principal amount                                                                   $ 20,000                                                                            
Interest rate of debt                                                                   12.00%                                                                            
Convertible promissory notes fixed conversion price | $ / shares                                                                   $ 0.001                                                                            
Investor | Convertible Promissory Note                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Exercise price of warrants issued | $ / shares                                                                         $ 0.0025                                                                      
Number of common shares and warrants issued to purchase common shares | shares                                                                         7,500,000                                                                      
Convertible promissory note principal amount                                     $ 32,500                                 $ 54,600 $ 150,000                 $ 10,500                                                    
Maturity date                                                                         sixteen months                                                                      
Interest rate of debt                                     12.00%                                 12.00% 12.00%                                                                      
Convertible promissory note original issue discount                                                     $ 14,000                                                                                          
Annual interest rate of convertible promissory note                                                     12.00%                                     12.00%                                                    
Convertible debt                                                     $ 140,000                                                                                          
Convertible promissory notes fixed conversion price | $ / shares                                         $ 0.002                               $ 0.0025                                                                      
Warrants exercisable, term                                                                         5 years                                                                      
Number of common stock issued for conversion of debt | shares                                         10,000,000                                                                                                      
Common Stock, No Par Value | $ / shares                                         $ 0.001                                                                                                      
Investor | Convertible Promissory Note | Global Election Services, Inc                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Common stock, shares issued | shares                                 5,000,000                                                                                                              
Convertible promissory note principal amount $ 20,000 $ 10,000 $ 15,000                       $ 10,000 $ 5,800 $ 15,000               $ 17,500         $ 15,000                                 17,500 $ 2,000                             41,000                  
Maturity date                                                 six months                                             March 31, 2022.                                                
Interest rate of debt 12.00% 12.00% 12.00%                       12.00% 12.00% 12.00%                         12.00%                                                                                    
Convertible promissory note original issue discount                                                 $ 2,500                                           $ 2,500 $ 12,000                                                
Annual interest rate of convertible promissory note                                                 10.00%                                                                                              
Fixed Payments                                                                                                                     $ 759 $ 3,513 $ 2,789   $ 2,426                  
Investor | Common Stock | Convertible Promissory Notes Payable One                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common stock issued for conversion of debt | shares                                                                                           8,000,000                                                    
Investor | Common Stock | Convertible Promissory Note                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Exercise price of warrants issued | $ / shares                                                     $ 0.0005                                                                                          
Convertible promissory notes fixed conversion price | $ / shares                                                     $ 0.0005                                                                                          
Warrants exercisable, term                                                     5 years                                                                                          
Number of common stock issued for conversion of debt | shares                                                                                           8,000,000                                                    
Investor | Common Stock | Convertible Promissory Note | First warrant                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares called by warrants | shares                                                     100,000,000                                                                                          
Investor | Common Stock | Convertible Promissory Note | Second warrant                                                                                                                                                
Agreements [Line Items]                                                                                                                                                
Number of common shares called by warrants | shares                                                     260,000,000                                                                                          
v3.24.2
SUBSEQUENT EVENTS (Narratives) (Details) - Investor - Global Election Services, Inc - USD ($)
Jun. 13, 2024
May 31, 2024
May 16, 2024
May 10, 2024
Apr. 11, 2024
Mar. 07, 2024
Subsequent Event [Line Items]            
Convertible promissory note principal amount           $ 10,000
Subsequent Event            
Subsequent Event [Line Items]            
Convertible promissory note principal amount   $ 15,000 $ 15,000 $ 7,500 $ 12,000  
Secured loan payment $ 75,000          

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