Global Arena Holding, Inc.

Global Arena Holding, Inc.

Overview

• Global Arena Holding, Inc. (GAHI) is a Delaware holding company formed in 2009. It became a public company in 2011 via a reverse merger with China Stationery and Office Supply, Inc.
• The company operates through subsidiaries, with Global Election Services, Inc. (GES) as its primary operating unit. GES provides technology-enabled paper absentee/mail ballot and internet election services to craft and trade organizations, labor unions, political parties, co-operatives, housing organizations, associations, professional societies, universities, and political organizations.
• GAHI holds a minority interest in True Vote, Inc.; GAHI owns 30% of True Vote, which is developing an end-to-end, decentralized digital voting system.

Key subsidiaries and affiliated entities

• Global Election Services, Inc. (GES)
  • Formed February 25, 2015; wholly owned by GAHI.
  • Provides technology-enabled absentee/mail ballot and internet voting services.
  • Claims proprietary software for voter registration and eligibility with anti-duplication controls, in-person digital signature capture, offline tabulation using high-speed scanners (with Wi‑Fi disabled), and three types of audit capabilities.
  • Has engaged with blockchain technology for data storage/registration, ballot tabulation, and internet voting.
  • Acquisition of ESS (Election Services Solutions, LLC): on March 25, 2021, GES agreed to acquire 100% of ESS assets for $650,000 plus 40,000,000 shares of GES Acquisition Corp. stock under a second asset purchase agreement replacing a prior agreement. ESS accounts for over 80% of GES’s current business.
• Election Services Solutions, LLC (ESS)
  • Acquired by GES and forms the majority of GES’s business.
• True Vote, Inc.
  • GAHI owns 30% of True Vote.
  • Developing a decentralized digital voting system that incorporates blockchain-based checksums for data immutability.
  • Leadership includes individuals with backgrounds in e-commerce, blockchain, and information systems.
• GAHI Acquisition Corp.
  • Delaware corporation formed May 20, 2015; wholly owned subsidiary. Planned merger activity discontinued as of September 30, 2024.
• Fortis Industria, LLC
  • Nevada LLC formed January 26, 2023; GAHI owns 90% (5% held by John S. Matthews, a GAHI officer/director). Dormant since 2025.
• Tidewater Energy Group Inc.
  • Formed November 19, 2019; 51% owned by GAHI to explore energy opportunities. Closed December 31, 2024.

Products, services, and capabilities

• Elections management
  • Paper absentee/mail ballot and in-person election services.
  • Internet voting capabilities under development.
  • Proprietary voter registration, verification, and anti-duplication logic.
  • Offline tabulation with high-speed optical scanning; dedicated hardware with Wi‑Fi disabled to reduce hacking risk.
  • Audit capabilities to support election integrity and verification.
• Blockchain-related initiatives
  • Investments and collaborations with blockchain partners.
  • Research and development toward blockchain-based voter registration, authentication, and voting platforms.
  • Partnership with True Vote to build an end-to-end digital voting system that incorporates blockchain checksums.
• Interactive communication software (in development)
  • Real-time communication and feedback features for organizations and their members, including messaging, issue polling, Q&A, and engagement tools.
• Certifications and compliance
  • Engagement with EAC VVSG (Voluntary Voting System Guidelines) Version 2.0 updates and related certification processes.
  • Anticipated upgrade and development costs for certification in the multi‑million dollar range, plus related labor and stock compensation.

Growth strategy and market opportunities

• Expand GES into U.S. government and foreign elections, drawing on the management team’s 40-year history in mail/absentee elections.
• Pursue paper/mail ballot processing contracts for government elections and seek federal and state funding and procurement opportunities.
• Develop interactive real-time communication tools for elected officials and constituents.
• Develop and deploy blockchain voting applications for registration, authentication, and online voting, with potential joint ventures in foreign elections and related markets.

Operational and historical metrics

• GES derives over 80% of its current business from ESS.
• North Dakota 2020 Presidential-NPL primary:
  • GES facilitated statewide polling for the Democratic Presidential Primary in North Dakota, managed a call center, processed over 3,000 mail ballot requests, trained staff on the proprietary registration software, and processed over 14,000 ballots using its scanning and tabulation software.
  • Voter sign-in and real-time digital signature capture were integrated from a database of over 600,000 potential voters.
  • The system supported in-person and mail voting and included customization to ensure a single ballot per voter.
• Typical customers include craft and trade associations, labor unions, political parties, housing organizations, universities, and professional societies.

Financial and operating snapshot

• Pending sale of substantially all GES operating assets under an asset purchase agreement (2026 Easterly APA) with Easterly and GES Acquisition Corp.
  • Sale contemplates $2.4 million cash at closing (to cover transaction expenses and debt repayment), 2,571,428 shares of GES Acquisition Corp common stock, and forgiveness of $1.92 million of Easterly debt related to Easterly’s purchase of GES Acquisition Corp Series A preferred stock.
  • The transaction requires stockholder approvals, debt settlement, absence of injunctions, and no material adverse changes; closing is uncertain.
  • If the sale does not close, the company could incur costs and may lack a viable ongoing business.
• Going concern risk
  • Auditors have issued substantial doubt about GAHI’s ability to continue as a going concern.
  • Accumulated deficit: approximately $34.78 million.
  • Working capital deficit: approximately $12.22 million.
  • Default on debt obligations totaling about $6.04 million.
  • Future liquidity will depend on sale proceeds, retained liabilities, or new financing.
• Stock and dividends
  • The company does not intend to pay cash dividends on common shares in the foreseeable future.
  • Future issuances or sales of common shares could affect market price and liquidity.
• Other risks
  • Competition from larger election-technology providers.
  • Cybersecurity and data protection risks associated with handling sensitive voter data.
  • Regulatory risk from evolving U.S. and foreign election laws and certification requirements.

Summary takeaway

GAHI’s primary business operates through GES, which provides technology-enabled absentee/mail ballot and internet election services with an emphasis on offline tabulation and voter verification. The company has pursued blockchain-based voting concepts and interactive communication software, and ESS is the main source of GES’s current business. GAHI is pursuing a pending sale of GES assets under the 2026 Easterly APA, and the company faces considerable financial strain, including deficits, working capital shortfalls, and debt defaults. Continued operations depend on completing transactions, settling liabilities, or securing new financing.