10-K: Global Arena Holding Faces Going Concern Doubt

Sentiment:

Annual Report 11 August 2026 4:16 PM

📋All filings for Global Arena Holding, INC

Global Arena Holding, Inc. (GAHC) filed its annual report for the fiscal year ended December 31, 2025, highlighting significant financial challenges and substantial doubt about its ability to continue as a going concern.

Capital raiseThe company is actively seeking additional capital resources through equity and debt offerings.Subsequent to December 31, 2025, the company received $1,247,965 in financing and advances from lenders and investors.The company plans to issue shares of Series A Preferred Stock to settle $1,881,183 of outstanding principal and $1,457,736 of accrued interest, with investors also agreeing to forgive $1,683,903 of additional indebtedness.The company plans to issue shares of Series A Preferred Stock to settle $3,066,000 of outstanding principal and $187,773 of accrued interest owed to certain noteholders.

Worse than expectedThe company reported a net loss of $1,274,813 for the year ended December 31, 2025, an increase from the previous year's net loss of $1,008,562.Total operating expenses increased significantly for both continuing operations (18%) and discontinued operations (74%) in 2025.The company's auditor expressed substantial doubt about its ability to continue as a going concern, indicating a worsening financial position.

Summary

Global Arena Holding, Inc. (GAHC) filed its Form 10-K for the fiscal year ended December 31, 2025.
The company's auditor has expressed substantial doubt about its ability to continue as a going concern due to recurring losses, negative cash flows, limited liquidity, and debt defaults.
GAHC is actively seeking additional financing and exploring strategic alternatives, including the sale of its subsidiary, Global Election Services (GES).
The company reported a net loss of $1,274,813 for the year ended December 31, 2025, compared to a net loss of $1,008,562 in the prior year.
Total operating expenses increased by 18% to $338,779 for continuing operations and by 74% to $2,128,320 for discontinued operations (GES) in 2025.
The company has an accumulated deficit of $34,781,683 and a working capital deficit of $12,216,224 as of December 31, 2025.
Subsequent to year-end, the company received $1,247,965 in financing and advances.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the company's ongoing financial distress, substantial doubt about its ability to continue as a going concern, and significant debt obligations.

Positives

The company received $1,247,965 in financing and advances subsequent to December 31, 2025, to support liquidity.
The sale of GES, if completed, is estimated to generate gross proceeds of approximately $2.4 million, which could be used to repay debt and fund operations.
The company is pursuing debt settlement transactions through the issuance of Series A Preferred Stock, which would reduce outstanding indebtedness.

Negatives

The company's auditor has raised substantial doubt about its ability to continue as a going concern.
GAHC incurred recurring net losses and negative cash flows from operations since inception.
As of December 31, 2025, the company had an accumulated deficit of $34,781,683 and a working capital deficit of $12,216,224.
The company was in default on certain debt obligations totaling $6,038,806 as of December 31, 2025.
Total operating expenses increased significantly for both continuing and discontinued operations in 2025.
The company's common stock is subject to penny stock rules, limiting trading and liquidity.
Material weaknesses in internal controls were identified, including a lack of segregated duties and insufficient expertise in U.S. GAAP.

Risks

The company's ability to continue as a going concern is highly uncertain, with substantial doubt raised by auditors.
Failure to obtain additional financing or consummate pending transactions could lead to curtailment, liquidation, or dissolution of operations.
The sale of GES is subject to numerous conditions, and there is no assurance it will be completed.
Indemnification obligations and post-closing liabilities related to the GES sale could result in material payments.
The value of consideration from the GES sale may be less than anticipated or not readily convertible to cash.
The company's financial health depends on effectively managing sale proceeds and addressing retained liabilities.
The application of penny stock rules may limit trading liquidity and increase transaction costs.
The company's ability to attract and retain skilled employees is critical and faces competition.

Future Outlook

The company's future outlook is highly uncertain due to its going concern issues. Its continued operations depend on securing additional financing, successfully completing the sale of GES, and managing its existing liabilities. The company anticipates needing approximately $285,000 for operating expenses over the next twelve months.

Management Comments

Management believes there are four significant opportunities to increase market share: growth of GES business, expansion into US Government and Foreign elections, development of interactive communication with constituents, and development of Blockchain voting applications.
Management believes that existing cash resources, financing and advances received subsequent to year end, anticipated debt settlement transactions, and the potential sale of GES will not be sufficient to satisfy the Company's obligations and anticipated cash requirements for at least the next twelve months.

Industry Context

StockSavvy.ai notes that the election services industry is subject to significant regulatory oversight and technological advancements, such as blockchain. The company's focus on technology-enabled election services aligns with market trends, but its financial instability poses a significant risk to capitalizing on these opportunities.

Comparison to Industry Standards

The global election management software market was valued at approximately $293.5 million in 2023 and is projected to reach $737.2 million by 2030, with a CAGR of 9.9%. Global Arena Holding's financial performance is not comparable to industry growth due to its severe financial distress.
The EAC updated its Voluntary Voting System Guidelines (VVSG) to Version 2.0 in February 2021, with certification costs potentially exceeding $2,000,000. The company anticipates annual software maintenance costs of approximately $250,000 and significant investment in compliance.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors consists of three directors: John Matthews, Facundo Bacardi, and Martin Doane. Messrs. Bacardi and Doane are considered independent.		A majority of the Board is independent, which is a positive governance practice.
Internal Controls	Material weaknesses in internal control over financial reporting were identified, including lack of segregated duties and insufficient expertise in U.S. GAAP.	December 31, 2025	These weaknesses raise concerns about the reliability of financial reporting and could lead to misstatements or fraud.
Delinquent Filings	Current executive officers and directors have not filed required Section 16(a) reports.		This indicates a lapse in compliance with regulatory requirements.

Legal Proceedings

Settlement agreement with a prior attorney regarding outstanding legal fees, with $75,000 paid towards a remaining balance of $219,576 as of August 11, 2026.
Lawsuit filed by Anthony Crisci Jr. for breach of contract and unjust enrichment, settled for $30,000, paid in full by April 23, 2025.
Complaint filed by Brett Pezzuto and Christian Pezzuto for nonpayment of promissory notes and failure to provide conversion opportunities, settled for $234,000 each, with ongoing settlement negotiations.
Complaint filed by Jason Old for breach of contract for failure to pay monies owed on a promissory note, settled for $311,050 cash and 5,000 Series A preferred shares to be delivered by October 1, 2026.

Related Party Transactions

John S. Matthews, CEO, CFO, and Chairman, owns 120,000 shares of Series C Preferred Stock.
Facundo Bacardi, Director, owns 120,000 shares of Series C Preferred Stock.
Martin Doane, Director, owns 120,000 shares of Series C Preferred Stock.
Kathryn Weisbeck, President of GES and Director, owns 120,000 shares of Series C Preferred Stock.
Insiders collectively hold 480,000 shares of Series C Preferred Stock, representing a majority of the company's voting power.

Stakeholder Impact

Shareholders face significant risk of losing their entire investment due to the company's going concern issues and speculative nature of its securities.
Creditors and noteholders are exposed to the risk of default on debt obligations.
Employees may be impacted by potential curtailment or cessation of operations if financing is not secured.
Customers of GES may experience disruption if the sale of the subsidiary is not completed smoothly or if the new owner's operations are affected.

Next Steps

The company is pursuing the sale of its subsidiary, GES.
The company is seeking additional debt or equity financing.
The company plans to use proceeds from the sale of GES to repay outstanding debt obligations and fund working capital.
The company is evaluating the potential sale of GES, with an estimated gross proceeds of $2.4 million.

Key Dates

Date	Description
2021-03-25	GES entered into a second amended purchase agreement (Second APA) with Election Services Solutions, LLC (ESS).
2023-02-27	GES and True Vote, Inc. entered into a Common Stock Purchase Agreement.
2024-08-02	GES entered into a convertible promissory note agreement with the former Managing Director of ESS.
2025-12-31	Fiscal year end for which the report is filed.
2026-02-25	Parties to the 2025 Easterly APA entered into a Termination of Asset Purchase Agreement.
2026-02-26	Company entered into the 2026 Easterly APA.
2026-08-11	Date of the filing of the Form 10-K.

Recommendation

sell

The company's severe financial distress, including substantial doubt about its going concern status, significant debt defaults, and recurring losses, makes it an extremely high-risk investment. The potential sale of its primary operating subsidiary, GES, introduces further uncertainty. Without a clear path to profitability and sustainable operations, the risk of complete loss for shareholders is substantial.

Keywords

Global Arena Holding, Form 10-K, Going Concern, GES, Asset Purchase Agreement, Convertible Promissory Notes, Debt Default, Financial Distress

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