10-Q: Global Arena Holding Reports Q3 2025 Results Amidst Financial Challenges

Global Arena Holding, Inc. filed its Q3 2025 10-Q, showing increased revenues but also persistent operating losses and a substantial accumulated deficit, raising going concern doubts.

Summary

• Global Arena Holding, Inc. (GAHI) filed its quarterly report for the period ending September 30, 2025.
• The company reported an increase in revenues for both the three-month and nine-month periods compared to the prior year.
• However, GAHI continues to experience significant operating losses and has a substantial accumulated deficit.
• The company acknowledges substantial doubt about its ability to continue as a going concern, dependent on raising additional capital and obtaining financing.
• Several debt instruments were in default as of September 30, 2025, with ongoing discussions for extensions.
• The company is involved in multiple legal proceedings and settlement agreements.
• Significant changes in operating expenses, particularly salaries and benefits, contributed to increased losses.
• The company is actively seeking to raise capital through debt and equity offerings and has explored strategic alternatives like the sale of its subsidiary, GES.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the company's continued operating losses, significant debt, and ongoing going concern issues, despite a reported increase in revenue.

Positives

• Revenues increased by 30% to $454,279 for the three months ended September 30, 2025, compared to $350,041 in the prior year.
• Revenues for the nine months ended September 30, 2025, increased by 74% to $1,618,689, compared to $930,354 in the prior year.
• The company has developed proprietary election software for voter authentication, registration, and tabulation.
• The company is actively pursuing capital raises and strategic alternatives to improve its financial position.

Negatives

• The company reported a net loss of $463,704 for the three months ended September 30, 2025, compared to $422,167 in the prior year.
• The net loss for the nine months ended September 30, 2025, was $1,053,343, compared to $710,164 in the prior year.
• The company has an accumulated deficit of $34,560,213 as of September 30, 2025.
• A working capital deficit of $11,988,328 existed as of September 30, 2025.
• Certain convertible promissory notes totaling $3,625,656 were in default as of September 30, 2025.
• Salaries and benefits expenses increased by 1,100% for the three-month period and 499% for the nine-month period, contributing to increased losses.
• The company's internal controls over financial reporting were not effective as of September 30, 2025, with identified material weaknesses.
• The company acknowledges substantial doubt about its ability to continue as a going concern.

Risks

• The company's continued operations 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.
• Substantial doubt exists about the company's ability to continue as a going concern.
• Certain convertible promissory notes were in default as of September 30, 2025, with ongoing discussions for extensions.
• The company is involved in ongoing legal proceedings and settlement agreements that could result in significant financial obligations.
• The company's internal financial staff lack expertise in identifying and addressing complex accounting issues under U.S. GAAP.
• The relatively small number of employees prevents adequate segregation of duties within the internal control system.

Future Outlook

The company's continued operations are dependent on its ability to raise additional capital and obtain further financing. Management is actively seeking funding through convertible notes and other arrangements. There is substantial doubt about the company's ability to continue as a going concern, and management's plans are subject to future events outside of their control.

Management Comments

• Management believes that the Company will be able to continue its operations and further advance its acquisition plans.
• However, management cannot give assurances that such plans will materialize and be successful in the near term, on terms advantageous to us, or at all.
• Should we not be successful in our business plans or obtain additional financing, we would need to curtail certain or all of our operating activities.
• Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements.

Industry Context

StockSavvy.ai notes that the election services industry is highly specialized and subject to regulatory scrutiny. The company's focus on technology-enabled solutions for absentee, mail, and online voting aligns with evolving trends, but the significant increase in operating expenses, particularly salaries, alongside persistent losses, indicates challenges in scaling profitably within this sector.

Comparison to Industry Standards

• No specific industry benchmarks or comparable company data were provided in the filing to assess performance against industry standards.
• The company's reported revenue growth is positive, but the substantial increase in operating expenses and continued net loss suggest a divergence from typical profitability metrics seen in more established or efficiently operated companies within the technology or specialized services sectors.

Corporate Governance

Legal Proceedings

• Settlement agreement with a prior attorney regarding outstanding legal fees, with a remaining balance to be paid.
• Lawsuit filed by Anthony Crisci Jr. for breach of contract and unjust enrichment, settled with a payment and consulting services agreement.
• Complaint filed by Brett Pezzuto and Christian Pezzuto for nonpayment of promissory notes, settled with acknowledgments of debt, warrants issued, and ongoing obligations.
• Motion for Summary Judgment filed by Lim Chap Huat to collect on a promissory note, settled with a payment and confession of judgment.
• Complaint filed by Jason Old for breach of contract related to a promissory note, settled with cash payments and an obligation to deliver Series A preferred shares.

Related Party Transactions

• On July 19, 2024, Global Election Services, Inc. issued a Convertible Promissory Note to an affiliated investor for $25,000.
• John S. Matthews, CEO and CFO, is a significant stockholder and will serve as CEO of GES Acquisition Corp. under the 2026 Easterly APA.
• Kathryn Weisbeck, an executive officer and significant stockholder, will serve as an executive officer of GES Acquisition Corp. under the 2026 Easterly APA.
• Darrell Crate is to be named a director of GES Acquisition Corp. under the 2026 Easterly APA.

Stakeholder Impact

• Shareholders: Continued operating losses and going concern issues may negatively impact stock value. Potential for dilution from future capital raises or debt conversions.
• Creditors: Several convertible promissory notes were in default as of September 30, 2025, indicating potential risk to creditors.
• Employees: Increased salaries and benefits expenses suggest potential growth in headcount or compensation, but the overall financial instability poses job security risks.
• Suppliers: No specific impact mentioned, but financial distress could affect payment terms.

Next Steps

• Continue to seek funding through the issuance of additional convertible promissory notes and other financing arrangements.
• Management plans to improve liquidity and financial flexibility.
• The company is subject to ongoing legal proceedings and settlement agreements.
• The 2026 Easterly APA is subject to various closing conditions, including stockholder approval and finalization of transaction documents.
• The company remains obligated to deliver 5,000 shares of its Series A Preferred Stock by October 1, 2026, as part of the Jason Old settlement.
• GES is to repay a $70,000 loan agreement with weekly payments of $2,500.
• GES is to repay a $28,000 loan agreement with weekly payments of $1,000.

Key Dates

Recommendation

The company exhibits significant financial distress, characterized by persistent operating losses, a substantial accumulated deficit, and a going concern warning. While revenues have increased, this is overshadowed by escalating expenses and ongoing defaults on debt. The numerous legal proceedings and complex financing arrangements further add to the risk profile, making it a speculative investment with a high probability of further decline.

Keywords

Election Services, Voting Software, Ballot Tabulation, Voter Authentication, Convertible Notes, Asset Purchase Agreement, Going Concern, Financial Statements