10-K/A: Global Arena Holding Files Amended 10-K, Corrects Executive Compensation

Global Arena Holding, Inc. has filed an amendment to its 2023 annual report to correct executive compensation for 2022, with no other changes to the original filing.

Summary

• Global Arena Holding, Inc. (GAHC) filed an amendment to its Form 10-K for the fiscal year ended December 31, 2023, solely to correct executive compensation for 2022.
• The company's core business is through its subsidiary Global Election Services (GES), which provides technology-enabled election services.
• GES is working on acquiring Election Services Solutions, LLC, with the transaction expected to close in the third quarter of 2024.
• GAHC also has subsidiaries Tidewater Energy Group Inc. and GAHI Acquisition Corp., both of which are planned to be closed in the third quarter of 2024.
• The company is exploring opportunities in blockchain technology for voting applications and is working with several technology partners.
• GAHC reported a net loss of $1,192,260 for the year ended December 31, 2023, compared to a net loss of $1,711,197 in 2022.
• Revenues for 2023 were $826,700, an increase from $697,060 in 2022, primarily due to more elections held.
• The company has an accumulated deficit of $32,498,308 and a working capital deficit of $9,670,337 as of December 31, 2023.
• GAHC's auditors have included a going concern modification in their reports, raising doubts about the company's ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The document presents a mixed picture. While there are positive aspects like revenue growth and a reduction in net loss, the significant accumulated deficit, going concern issues, and debt defaults raise serious concerns about the company's financial health and future viability. The need for additional capital and the delays in acquisitions further contribute to a negative sentiment.

Positives

• Revenues increased by $129,640 in 2023 compared to 2022, indicating growth in the core business.
• The net loss decreased from $1,711,197 in 2022 to $1,192,260 in 2023, showing improved financial performance.
• The company is actively pursuing blockchain technology for voting, which could provide a competitive advantage.
• GES has a proprietary registration and tabulation software system, which is a key asset.
• The company has a long history of conducting elections, with over 8,675 elections and 40,000,000 voters.

Negatives

• The company has a substantial accumulated deficit of $32,498,308 and a working capital deficit of $9,670,337.
• The auditors have expressed doubt about the company's ability to continue as a going concern.
• The company has a history of recurring losses and cash flow deficits.
• Certain of the company's debt is in default as of December 31, 2023.
• The company is dependent on raising additional capital to continue operations.

Risks

• The company's ability to continue as a going concern is uncertain due to recurring losses and cash flow deficits.
• The company is dependent on raising additional capital, which may not be available or on favorable terms.
• The company faces risks related to cybersecurity and data privacy.
• The company's debt is in default, which could lead to legal action.
• The company's ability to acquire or create a sustainable business is subject to economic and political conditions.

Future Outlook

Management anticipates the closing of the Election Services Solutions acquisition in the third quarter of 2024 and is reviewing the viability of the 1329291 B.C. Ltd. acquisition, with an update expected in Q3 2024. The company plans to close Tidewater Energy Group Inc. and GAHI Acquisition Corp. in the third quarter of 2024.

Management Comments

• Management believes there is an opportunity in conducting United States and Foreign Government Elections.
• Management believes there is an opportunity in developing and creating Blockchain Voting Technology.
• Management believes this type of interactive software capabilities will give GES an opportunity to offer clients the ability to communicate in real time with their members.

Industry Context

The document highlights the growing market for election management software, with estimates ranging from $1.327 billion to $1.395 billion, and a CAGR of 5.14% to 6.27%. The company is positioning itself to take advantage of this growth, particularly in the area of mail-in ballots and blockchain technology.

Comparison to Industry Standards

• The document mentions that the global voting/election management software market is expected to reach U.S. $1.327 billion in 2023, with a CAGR of 6.27% during 2023 to 2027, according to Business Insights (BI).
• Verified Market Research (VMR) forecasts that the Voting Software Market size was valued at U.S. $888.5 million in 2020 and is projected to reach U.S. $1.395 billion by 2028, growing at a CAGR of 5.14% from 2021 to 2028.
• The company's focus on mail-in ballots aligns with the trend of increased non-traditional voting, with 69% of voters nationwide casting their ballot non-traditionally in 2020.
• The company's development of blockchain voting applications is in line with the industry's exploration of new technologies for secure and transparent elections.
• The company's experience in administering over 8,675 elections and working with over 40,000,000 voters positions it as a significant player in the election services market.

Legal Proceedings

• The company was involved in a lawsuit with a prior attorney regarding outstanding legal fees, which was settled.
• The company's subsidiary, Tidewater Energy Group Corp., was named as a defendant in a lawsuit, which was later dismissed.
• The company was named as a defendant in a lawsuit regarding a prior employment agreement, which was settled.
• The company was involved in a lawsuit with Brett and Christian Pezzuto for breach of contract, which was settled.
• The company is currently involved in a lawsuit with Lim Chap Huat regarding a promissory note.

Stakeholder Impact

• Shareholders face significant risk due to the company's financial instability and going concern issues.
• Employees may be affected by potential cost-cutting measures or restructuring due to financial difficulties.
• Customers may be impacted by the company's ability to deliver services if financial issues persist.
• Creditors face the risk of non-payment due to the company's debt defaults.

Next Steps

• The company plans to close the acquisition of Election Services Solutions in the third quarter of 2024.
• The company plans to close Tidewater Energy Group Inc. and GAHI Acquisition Corp. in the third quarter of 2024.
• The company is reviewing the viability of the acquisition by 1329291 B.C. Ltd., with an update expected in Q3 2024.
• The company is working on developing additional software and hardware to comply with the EAC 2.0 Voluntary Voting System Guidelines.

Key Dates

Keywords

election services, blockchain technology, voting software, convertible notes, financial statements, going concern, executive compensation, asset acquisition, debt, warrants